in Re: LATAM Airlines Group S.A.

Filing 38

MEMO ENDORSED ORDER granting 37 Motion to Intervene. ENDORSEMENT: Application GRANTED. The Clerk of Court is directed to terminate ECF No. 37. SO ORDERED. (Signed by Judge Jesse M. Furman on 4/28/22) (yv)

Case 1:22-cv-02556-JMF Document 38 Filed 04/28/22 Page 1 of 5

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

The Official Committee of Unsecured
Creditors of LATAM Airlines Group, S.A.;
Ad Hoc Group of Unsecured Claimants;
Banco Estado de Chile, in its capacity as
indenture trustee under the Chilean Local
Bonds Series A through D and Series E issued
by LATAM Airlines Group S.A.; Columbus
Hill Capital Management, L.P.,
Appellants,

Case No. 22-CV-2556 (JMF)
Hon. Jesse M. Furman

Application GRANTED. The Clerk of
Court is directed to terminate ECF No. 37.
SO ORDERED.

-againstLATAM Airlines Group S.A., et al.
Appellees.

April 28, 2022

CORRECTED UNOPPOSED MOTION TO ALLOW BACKSTOP CREDITORS AND
BACKSTOP SHAREHOLDERS TO INTERVENE IN CONSOLIDATED APPEALS
Proposed intervenors the Parent Ad Hoc Claimant Group, Delta Air Lines, Inc., Costa
Verde Aeronautica S.A., and Qatar Airways Investments (UK) Ltd. (together, the “Proposed
Intervenors”) respectfully move the Court to permit the Proposed Intervenors to intervene in the
above-captioned appeal pursuant to Rule 8013 of the Federal Rules of Bankruptcy Procedure.
WHEREAS on January 12, 2022, the Appellees LATAM Airlines Group S.A. and
certain of its affiliated debtors (together, the “Appellees” or the “Debtors”)1 entered into a

1

The Appellees in this case are: LATAM Airlines Group S.A., Lan Cargo S.A.,Transporte Aereo S.A.,
Inversiones Lan S.A., Technical Training LATAM S.A., LATAM Travel Chile II S.A., Lan Pax Group S.A., Fast
Air Almacenes De Carga S.A., Linea Aerea Carguera De Colombia SA, Aerovias De Integracion Regional S.A.,
LATAM Finance LTD, LATAM Airlines Ecuador S.A., Professional Airline Cargo Services, LLC, Cargo Handling
Airport Services, LLC, Maintenance Service Experts, LLC, Lan Cargo Repair Station LLC, Prime Airport Services
Inc., Professional Airline Maintenance Services, LLC, Connecta Corporation, Peuco Finance Ltd., Latam Airlines

Case 1:22-cv-02556-JMF Document 38 Filed 04/28/22 Page 2 of 5

Backstop Commitment Agreement2 with members of the Parent Ad Hoc Claimant Group (the
“Backstop Creditors Backstop Agreement”) [Dkt. No. 20-11254-jlg, Doc. No. 4056-1];
WHEREAS on January 12, 2022, the Debtors entered into a Backstop Commitment
Agreement with Delta Air Lines, Inc., Costa Verde Aeronáutica S.A., and Qatar Airways
Investments (UK) Ltd. (the “Backstop Shareholders Backstop Agreement, and together with the
Backstop Creditor Backstop Agreement, the “Backstop Agreements”) [Dkt. No. 20-11254-jlg,
Doc. No. 4056-1];
WHEREAS, on January 12, 2022, the Debtors filed a Motion for Entry of an Order
(I) Authorizing and Approving the Debtors’ (A) Entry Into and Performance Under Backstop
Agreements and (B) Payment of Related Fees and Expenses and Incurrence of Certain
Indemnification Obligations, and (II) Granting Related Relief (the “Backstop Motion”) [Dkt. No.
20-11254-jlg, Doc. No. 4056];
WHEREAS on January 26, 2022, Columbus Hill Capital Management, L.P. filed an
objection to the Backstop Motion [Dkt. No. 20-11254-jlg, Doc. No. 4184];
WHEREAS on February 3, 2022, the Official Committee of Unsecured Creditors, the
Ad Hoc Group of Unsecured Claimants, and Banco del Estado de Chile each filed an objection
to the Backstop Motion [Dkt. No. 20-11254-jlg, Doc. Nos. 4289, 4291, 4293];
WHEREAS on February 7, 2022, the Proposed Intervenors each filed statements in
support of the Backstop Motion [Dkt. No. 20-11254-jlg, Doc. Nos. 4308, 4309, 4310, 4312];

Peru S.A., Inversiones Aereas S.A., Holdco Colombia II Spa, Holdco Colombia I Spa, Holdco Ecuador S.A., Lan
Cargo Inversiones S.A., Lan Cargo Overseas Ltd, Mas Investment Ltd., Professional Airline Services Inc., TAM
S.A., TAM Linhas Aereas S.A., Aerolinhas Brasileiras S.A., Prismah Fidelidade Ltda., Fidelidade Viagens E
Turismo S.A., TP Franchising Ltda., Holdco I S.A., Multiplus Corredora De Seguros Ltda., and Piquero Leasing
Limited.
2

All terms not defined herein shall have the meaning assigned to them in the Backstop Order (as defined

herein).

2

Case 1:22-cv-02556-JMF Document 38 Filed 04/28/22 Page 3 of 5

WHEREAS on February 10 and 11, 2022, the Bankruptcy Court held an evidentiary
hearing on the Backstop Motion (the “Backstop Hearing”);
WHEREAS on March 15, 2022, the Bankruptcy Court entered a memorandum decision
approving the Backstop Motion [Dkt. No. 20-11254-jlg, Doc. No. 4667], and on March 22, 2022,
the Bankruptcy Court entered an order approving the Backstop Motion [Dkt. No. 20-11254-jlg,
Doc. No 4732] (the “Backstop Order”);
WHEREAS on March 24, 2022, the Official Committee of Unsecured Creditors filed a
notice of appeal of the Backstop Order [Dkt. No. 20-11254-jlg, Doc. No. 4751];
WHEREAS on March 25, 2022, Banco del Estado de Chile filed a notice of appeal of
the Backstop Order [Dkt. No. 20-11254-jlg, Doc. No. 4763]
WHEREAS on March 25, 2022, the Ad Hoc Group of Unsecured Claimants filed a
notice of appeal of the Backstop Order [Dkt. No. 20-11254-jlg, Doc. No. 4773];
WHEREAS on April 5, 2022, Columbus Hill Capital Management, L.P. filed a notice of
appeal of the Backstop Order [Dkt. No. 20-11254-jlg, Doc. No. 4924];
WHEREAS, on April 6, 2022, this Court entered an order consolidating the appeals
[ECF No. 8];
WHEREAS, on April 11, 2022, this Court entered an order (ECF No. 25) directing
Appellants the Official Committee of Unsecured Creditors; Banco del Estado de Chile; the Ad
Hoc Group of Unsecured Claimants; and Columbus Hill Capital Management, L.P. (together, the
“Appellants”) to file a consolidated opening brief no later than May 2, 2022; Appellees to file
any opposition no later than May 23, 2022; and Appellants to file their consolidated reply no
later than May 30, 2022; further ordering Appellants to file consolidated briefs on the merits on
behalf of all Appellants; and permitting any Appellant seeking to make any unique arguments

3

Case 1:22-cv-02556-JMF Document 38 Filed 04/28/22 Page 4 of 5

not covered in the consolidated briefs to separately file a supplemental brief, limited to such
arguments, not to exceed five pages;
WHEREAS the Proposed Intervenors are interested in their capacities as counterparties
to the respective Backstop Agreements and as signatories to a Restructuring Support Agreement
with the Debtors; the Proposed Intervenors played roles in the proceedings below, including
through filing statements in support of the Backstop Motion and participating at the Backstop
Hearing; the Proposed Intervenors are timely intervening consistent with Rule 8013 of the
Federal Rules of Bankruptcy Procedure; and in light of their role in the proceedings below and as
counterparties to the respective Backstop Agreements, believe that their participation as
intervenors is more appropriate than seeking leave to file briefs as amici curiae;
WHEREAS the Proposed Intervenors have discussed their intent to seek to intervene in
these appeals with the Appellees and the Appellants, who do not object to the Proposed
Intervenors’ motion to intervene on the terms set forth herein in the above-captioned
consolidated appeal.
NOW THEREFORE, for good cause shown, Proposed Inventors respectfully request
that the Court enter an order:
1. permitting the Proposed Intervenors to intervene in the above-captioned consolidated
appeal;
2. directing that, consistent with the Court’s order dated April 11, 2022, the Appellees
and Intervenors file a single consolidated brief on the merits on behalf of Appellees and
Proposed Intervenors;
3. permitting the Proposed Intervenors to file a supplemental brief, not to exceed five
pages, concerning any unique arguments not covered in the consolidated brief; and

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Case 1:22-cv-02556-JMF Document 38 Filed 04/28/22 Page 5 of 5

4. permitting Appellants to file a supplemental reply brief, not to exceed three pages,
concerning any supplement brief filed by the Proposed Intervenors.
Dated:

New York, New York
April 27, 2022

KRAMER LEVIN NAFTALIS &
FRANKEL LLP

ALSTON & BIRD LLP
By:

By:

/s/ James J. Vincequerra

/s/ David E. Blabey, Jr.

Gerard S. Catalanello
James J. Vincequerra
90 Park Avenue
New York, New York 10016

Counsel for Qatar Airways
Investments (UK) LLP

Counsel to the Parent Ad Hoc
Claimant Group

DAVIS POLK & WARDWELL LLP

By:

Kenneth H. Eckstein
Rachael L. Ringer
David E. Blabey, Jr.
Douglas Buckley
1177 Avenue of the Americas
New York, New York 10036

WACHTELL, LIPTON, ROSEN
& KATZ
By:

/s/ Lara Samet Buchwald
Marshall S. Huebner
Lara Samet Buchwald
Adam L. Shpeen
450 Lexington Avenue
New York, New York 10017

/s/ Richard G. Mason
Richard G. Mason
John R. Sobolewski
Angela K. Herring
51 West 52nd Street
New York, New York 10019

Counsel for Costa Verde
Aeronáutica S.A.

Counsel for Delta Air
Lines, Inc.

5