(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

LAN Airlines S.A.

Presidente Riesco 5711, 20th Floor

Las Condes

Santiago, Chile

Telephone: (56-2) 565-2525

Holdco II S.A.

Nueva Tajamar No. 555, 4th Floor

Las Condes

Santiago, Chile

Telephone: (55) 11-5035-2555

LAN Airlines S.A.

970 South Dixie Highway

Miami, Florida 33156

Telephone: (305) 869-2993

Puglisi & Associates

850 Library Avenue, Suite 204

P.O. Box 885

Newark, Delaware 19715

Telephone: (302) 738-6680

Sergio Galvis

Duncan McCurrach

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Telephone: (212) 558-4000

José María Eyzaguirre B.

Claro y Cia.

Av. Apoquindo 3721

Piso 13, Casilla 1867

Las Condes, Santiago

Chile

Telephone: (56-2) 367-3000

Flávia Turci

Turci Advogados

Rua Fidêncio Ramos, 100,
7° andar Vila Olímpia

04551-010 São Paulo – SP

Brasil

Telephone: (55) 11-2177-2177

Sarah Jones

Anand Saha

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

Telephone: (212) 878-8000

Title of Each Class of

Securities to be Registered

Amount

To Be

Registered

Proposed

Maximum

Offering Price

Per Unit

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common stock, without par value, of LAN Airlines S.A.⁽¹⁾

Common stock, without par value, of Holdco II S.A.⁽⁴⁾

Holdco II S.A., a Chilean company formed in June 2011 and indirectly owned by the controlling shareholders of TAM and LAN (which we refer to as “Holdco II”), will make an exchange offer in the United States pursuant to this offer to exchange/prospectus and in Brazil and elsewhere outside of the United States pursuant to other offering documents published in Brazil and made available to all holders of TAM shares to acquire all of the issued and outstanding (i) voting common shares of TAM (which we refer to as “TAM common shares”), (ii) non-voting preferred shares of TAM (which we refer to as “TAM preferred shares” and, collectively with TAM common shares, as “TAM shares”) and (iii) American Depositary Shares representing TAM shares (each of which represents one TAM share and which we refer to as “TAM ADSs”), in each case other than any TAM shares owned by the controlling shareholders of TAM, in exchange for the same number of common shares of Holdco II (which we refer to as the “exchange offer”);

Immediately before Holdco II accepts for exchange the TAM shares and TAM ADSs tendered into the exchange offer, the controlling shareholders of TAM will contribute to TEP Chile S.A., a Chilean company formed in June 2011 that is wholly owned by the controlling shareholders of TAM (which we refer to as “TEP Chile”), all of their TAM common shares and TAM preferred shares in exchange for a number of shares of TEP Chile, which, when added to the shares of TEP Chile held by the controlling shareholders of TAM at that time, would equal 100% of the shares of TEP Chile. Thereafter, TEP Chile will contribute all of the TAM common shares contributed to it by the controlling shareholders of TAM to Holdco I S.A., a Chilean company formed in June 2011 (which we refer to as “Holdco I”), and all of the TAM preferred shares contributed to it by the controlling shareholders of TAM to Sister Holdco S.A., a Chilean company formed in June 2011 (which we refer to as “Sister Holdco”), and will receive 93.8% of the voting shares of Holdco I (TEP Chile’s percentage ownership of the outstanding voting shares of Holdco I will be reduced after the mergers described below so that the product of such ownership percentage and Holdco I’s percentage ownership of the outstanding TAM common shares will be equal to 80%), and a number of shares of Sister Holdco (which we refer to as “Sister Holdco shares”) equal to the total number of TAM shares it contributed to Holdco I and Sister Holdco; and

After Holdco II accepts for exchange the TAM shares and TAM ADSs tendered into the exchange offer and immediately before the settlement of the exchange offer, each of Holdco II and Sister

Holdco will merge with and into LAN (which we refer to as the “Holdco II merger” and the “Sister Holdco merger,” respectively, and which we refer to collectively as the “mergers”), with LAN being the surviving company of both mergers. For more information on these transactions, see “The Transaction Agreements—Overview” section of this offer to exchange/prospectus beginning on page 197.

are tendered through the US exchange agent,

are qualified to participate in the Auction on Bovespa, and/or

the holders of which agree or disagree with the deregistration of TAM as a public company in Brazil

validly tender such shares into, and not withdraw them from, the exchange offer, or

agree with the deregistration of TAM as a public company in Brazil.

the total number of TAM shares and TAM ADSs validly tendered into, and not withdrawn from, the exchange offer, and

the total number of TAM shares beneficially owned by the TAM controlling shareholders (which represented approximately 46.63% of the outstanding TAM shares as of March 5, 2012)

QUESTIONS AND ANSWERS ABOUT THE PROPOSED COMBINATION

WHERE YOU CAN FIND MORE INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

INDEX OF DEFINED TERMS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

EXCHANGE RATE INFORMATION

SUMMARY

SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

RISK FACTORS

SELECTED FINANCIAL DATA OF LAN

SELECTED FINANCIAL DATA OF TAM

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

COMPARATIVE PER SHARE INFORMATION

COMPARATIVE MARKET PRICE AND DIVIDEND PER SHARE INFORMATION

INFORMATION ABOUT LAN, TAM AND HOLDCO II

BACKGROUND OF THE EXCHANGE OFFER AND MERGERS

LAN’S REASONS FOR THE PROPOSED COMBINATION

FINANCIAL FORECASTS

OPINIONS OF LAN’S FINANCIAL ADVISOR

TAM BOARD OF DIRECTORS’ RECOMMENDATION

OPINIONS OF TAM’S FINANCIAL ADVISOR

APPRAISAL REPORT

THE EXCHANGE OFFER

THE TRANSACTION AGREEMENTS

SHAREHOLDERS AGREEMENTS

INTERESTS OF CERTAIN PERSONS

COMPARISON OF RIGHTS OF HOLDERS OF LAN SECURITIES AND TAM SECURITIES

CONSOLIDATED FINANCIAL STATEMENTS OF LAN

CONSOLIDATED FINANCIAL STATEMENTS OF TAM

VALIDITY OF SECURITIES

EXPERTS

ENFORCEABILITY OF CIVIL LIABILITIES

ANNEX H

ANNEX I

ANNEX J

In June 2011, the TAM controlling shareholders formed four new Chilean companies:

TEP Chile S.A. (which we refer to as “TEP Chile”),

Holdco I S.A. (which we refer to as “Holdco I”),

Holdco II S.A. (which we refer to as “Holdco II”), and

Sister Holdco S.A. (which we refer to as “Sister Holdco”).

The current ownership of these four new companies is:

The TAM controlling shareholders own 100% of the outstanding shares of TEP Chile,

TEP Chile owns 100% of the outstanding voting common shares, without par value, of Holdco I (which we refer to as the “Holdco I voting shares”), which class of shares is entitled to essentially all of the voting rights but none of the economic rights in Holdco I,

LAN owns 100% of the outstanding non-voting common shares, without par value, of Holdco I (which we refer to as the “Holdco I non-voting shares”), which class of shares is entitled to essentially all of the economic rights but none of the voting rights in Holdco I,

Holdco I and LAN each own one common share, without par value, of Holdco II (which we refer to as the “Holdco II shares”), which collectively represent 100% of the outstanding Holdco II shares, and

TEP Chile and its nominee each own one common share, without par value, of Sister Holdco (which we refer to as the “Sister Holdco shares”), which collectively represent 100% of the outstanding Sister Holdco shares.

Holdco II will make an exchange offer in the United States and Brazil to acquire all of the issued and outstanding:

voting common shares, without par value, of TAM (which we refer to as the “TAM common shares”),

non-voting preferred shares, without par value, of TAM (which we refer to as the “TAM preferred shares” and we refer to the TAM preferred shares and the TAM common shares together as the “TAM shares”), and

American Depositary Shares representing TAM shares (each of which represents one TAM share and which we refer to as the “TAM ADSs”),

Immediately before Holdco II accepts for exchange the TAM shares and TAM ADSs tendered into, and not withdrawn from, the exchange offer:

the TAM controlling shareholders will contribute to TEP Chile all of their TAM common shares and all of their TAM preferred shares and will receive additional shares of TEP Chile,

TEP Chile will contribute to Holdco I all of the TAM common shares that TEP Chile received from the TAM controlling shareholders and will receive Holdco I non-voting shares, and

TEP Chile will contribute to Sister Holdco:

all of the TAM preferred shares that TEP Chile received from the TAM controlling shareholders,

all of the Holdco I non-voting shares that TEP Chile received from Holdco I, and

6.2% of the outstanding Holdco I voting shares,

After Holdco II accepts for exchange the TAM ADSs and TAM shares tendered into, and not withdrawn from, the exchange offer and immediately before the settlement of the exchange offer, each of Holdco II and Sister Holdco will merge with and into LAN (which we refer to as the “Holdco II merger” and the “Sister Holdco merger,” respectively, and which we refer to collectively as the “mergers”) as a result of which:

LAN will be the surviving company of both mergers,

Holdco II and Sister Holdco will cease to exist, and

each Holdco II share (including those that would otherwise have been delivered at the settlement of the exchange offer) and each Sister Holdco share will be converted into 0.90 of a common share, without par value, of LAN (which we refer to as “LAN common shares”).

Promptly after settlement of the exchange offer, LAN will:

contribute to Holdco I any TAM common shares acquired in the exchange offer in exchange for the same number of Holdco I non-voting shares, and

increase its ownership percentage of the outstanding Holdco I voting shares by converting some of its Holdco I non-voting shares into Holdco I voting shares to the percentage that will cause the product of (i) TEP Chile’s ownership percentage of the outstanding Holdco I voting shares and (ii) Holdco I’s ownership percentage of the outstanding TAM common shares to be equal to 80%.

Holdco I will own 100% of the TAM common shares that were:

contributed by the TAM controlling shareholders, or

acquired pursuant to the exchange offer,

LAN will own 100% of the TAM preferred shares that were acquired pursuant to the exchange offer or contributed by the TAM controlling shareholders,

The TAM controlling shareholders will own at least 80% of the outstanding Holdco I voting shares and LAN will own no more than 20% of the outstanding Holdco I voting shares,

If the squeeze-out condition (as defined below) is satisfied, then, as a result of their voting control of Holdco I, the TAM controlling shareholders will beneficially own 100% of the TAM common shares after completion of the exchange offer, the mergers and the compulsory redemption by TAM of all the TAM shares (including those represented by TAM ADSs) not owned by Holdco I or LAN,

LAN will own 100% of the outstanding Holdco I non-voting shares, which will entitle it to essentially all of the economic rights in respect of the TAM common shares held by Holdco I,

As a result of the Sister Holdco merger, the TAM controlling shareholders will receive 0.90 of a LAN common share for each TAM common share and each TAM preferred share they contributed to TEP Chile, and

As a result of the exchange offer and Holdco II merger, holders of TAM shares and TAM ADSs will receive 0.90 of a LAN common share for each TAM share or TAM ADS acquired in the exchange offer.

The Brazilian Aeronautical Code provides that in order for an airline to be entitled to a concession to operate scheduled air transportation services, 80% of the airline’s voting capital must be held by Brazilian citizens. In order to satisfy these requirements, the product of (i) the percentage of the outstanding Holdco I voting shares owned by the TAM controlling shareholders after the completion of the combination transactions pursuant to the exchange offer, the mergers and the other transactions described herein (including, if applicable, the compulsory redemption of any TAM shares (including those represented by TAM ADSs) not acquired by LAN or contributed to Holdco I) and (ii) the percentage of the outstanding TAM common shares owned by Holdco I after such completion must be at least 80%. As a result, the actual ownership percentage of the outstanding Holdco I voting shares that will be owned by the TAM controlling shareholders after completion of the combination transactions will vary depending on the percentage of the outstanding TAM common shares that are acquired in the combination transactions. The TAM controlling

You can tender your TAM shares through the US exchange agent, who will receive and hold tendered TAM shares on behalf of Holdco II and, if the exchange offer is completed, will exchange such TAM shares for LAN ADSs,

You can deposit your TAM shares into the applicable TAM ADR program, receive TAM ADSs representing your deposited TAM shares and tender those TAM ADSs through the US exchange agent, or

If (but only if) you are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act and which we refer to as a “QIB”), you can tender your TAM shares in the Auction on Bovespa if you make the required representations, warranties and agreements described below.

If you tender your TAM shares through the US exchange agent:

You will have to convert your investment in your TAM shares in Brazil from an investment made in the financial and capital markets, regulated by Resolution No. 2,689/00 of the Conselho Monetário Nacional (which law we refer to as “Resolution No. 2,689/00” and which investment we refer to as a “2,689 investment”) to a direct investment outside of the financial and capital markets, regulated by Law 4,131/62 (which law we refer to as “Law 4,131/62” and which investment we refer to as a “4,131 investment”), and this process may take approximately one week to complete,

You will receive LAN ADSs and will not have to pay any deposit fees to the depositary for the LAN ADSs (which we refer to as the “LAN ADS depositary”),

You will not have to pay any fees to Bovespa or Central Depositária da BM&FBovespa (which we refer to as “CD”),

You will not have to pay any fee to the US exchange agent to tender your TAM shares,

You will not have to pay the Imposto Sobre Operações Financeiras, a tax imposed on foreign exchange, securities/bonds, credit and insurance transactions under Brazilian law (which we refer to as “IOF”), and

You may have to pay capital gains tax in Brazil.

If you deposit your TAM shares into the applicable TAM ADR program, receive TAM ADSs representing your deposited TAM shares and tender those TAM ADSs through the US exchange agent:

You will receive LAN ADSs,

You will not have to pay any deposit fees to the TAM depositary or the LAN ADS depositary,

You will not have to pay any fees to Bovespa or CD,

You will not have to pay any fee to the US exchange agent to tender your TAM ADSs,

You will have to pay IOF in Brazil at the rate of 1.5% of the value of the TAM shares you deposit, and

You may have to pay capital gains tax in Brazil.

If you are a QIB and tender your TAM shares in the Auction on Bovespa:

You will receive LAN BDSs instead of LAN ADSs,

You will not have to pay any deposit fees to the depositary for LAN BDSs (which we refer to as the “LAN BDS depositary”),

You will not have to pay the IOF payable at a rate of 0.38% in connection with the exchange offer because LAN has agreed to pay this amount on your behalf,

You will have to pay a combined fee to Bovespa and the CD in an amount equal to 0.0345% of the value of the exchange transaction,

You will have to represent and warrant that you and any person on whose behalf you hold your TAM shares are QIBs,

You will have to agree that for six months after the settlement date of the exchange offer you will only resell your LAN BDSs or the LAN common shares they represent in compliance with the applicable requirements of Rule 904 of Regulation S under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), which may be difficult because Bovespa is not a “designated offshore securities market” as defined in Rule 902 of Regulation S, and

If you want to withdraw the LAN common shares represented by the LAN BDSs you receive in connection with the exchange offer, you will have to pay a withdrawal fee to the LAN BDS depositary of between R$ 0.02 and R$ 0.05 per LAN common share (depending on how many LAN common shares you withdraw).

If you hold TAM ADSs and would like to tender them into the exchange offer, you must tender them to the US exchange agent prior to 5:00 p.m. Eastern time (6:00 p.m. São Paulo time) (which we refer to as the “expiration time”) on the date (as such date may be extended, the “expiration date”) immediately preceding the Auction date. The expiration date is currently             , 2012 and the Auction date is currently             , 2012, but these dates will change if the exchange offer is extended. In order to tender your TAM ADSs, you must take the following actions:

If you hold your TAM ADSs directly in the form of TAM ADRs, you must complete and sign the letter of transmittal included with this offer to exchange/prospectus and return it together with your TAM ADRs and any required documentation to the US exchange agent at the appropriate address specified on the back cover page of this offer to exchange/prospectus.

If you hold your TAM ADSs in book-entry form, you must tender your TAM ADSs in book-entry form through the US exchange agent by using the automated tender system (which we refer to as the “ATOP system”) of The Depository Trust Company (which we refer to as “DTC”).

If you hold your TAM ADSs indirectly through a broker, dealer, commercial bank, trust company or other nominee, you should instruct your broker, dealer, commercial bank, trust company or other nominee to tender your TAM ADSs to the US exchange agent on your behalf.

If you or your nominee holds TAM ADSs and you want to tender the TAM shares represented by those TAM ADSs using one of the methods described below in this section, then you or your nominee must withdraw the TAM shares represented by those TAM ADSs by surrendering your TAM ADSs to the custodian of JPMorgan Chase Bank, as the depositary for the TAM ADSs (which we refer to as the “TAM depositary”), and pay any applicable fees, taxes and other governmental charges payable in connection with such withdrawal. Prior to surrendering your TAM ADSs to the TAM depositary for withdrawal and receiving the TAM shares represented by your TAM ADSs, you must register the TAM shares to be withdrawn at CD and you will need to register your investment in Brazil. If you are a QIB and intend to tender your TAM shares in the Auction on Bovespa, you will need to obtain a foreign registration under Resolution No. 2,689/00, appoint a Brazilian representative for purposes of such registration and make arrangements for that representative to tender your TAM shares on your behalf. If you intend to tender your TAM shares through the US exchange agent, you will need to obtain a registration as a direct investment outside the financial and capital markets under Law 4,131/62. You will need to take these steps sufficiently in advance of the expiration time to be able to effect your tender. There are potential disadvantages to withdrawing the TAM shares represented by your TAM ADSs and tendering those TAM shares in the exchange offer which are described below under “The Exchange Offer—Procedure for Tendering—Holders of TAM ADSs” section of this offer to exchange/prospectus. For more information about this registration process, see “The Exchange Offer—Certain Legal and Regulatory Matters—Registering Under Resolution No. 2,689/00 and Law 4,131/62” section of this offer to exchange/prospectus beginning on page 190.

If you or your nominee holds TAM shares directly in your own name and you would like to tender them through the US exchange agent in the form of TAM ADSs, you must first deposit your TAM shares with the custodian of the TAM depositary for the applicable TAM ADR program and pay any applicable taxes or other governmental charges payable in connection with such deposit. The TAM ADSs representing your TAM shares will be delivered to you or your nominee in the form of TAM ADRs or TAM ADSs in book-entry form and may be tendered through the US exchange agent using the procedures described below under “The Exchange Offer—Procedure for Tendering—Holders of TAM ADSs.” The TAM depositary has agreed to waive any deposit fees otherwise payable in connection with such deposit. You will need to take these steps sufficiently in advance of the expiration time so that the TAM ADSs representing your TAM shares may be tendered through the US exchange agent.

If you hold TAM shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender them through the US exchange agent in the form of TAM ADSs, you must instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for

your TAM shares to be deposited with the custodian of the TAM depositary for the applicable TAM ADR program and thereafter to tender the TAM ADSs representing your TAM shares on your behalf through the US exchange agent using the procedures described below under “The Exchange Offer—Procedure for Tendering—Holders of TAM ADSs” section of this offer to exchange/prospectus. The TAM depositary has agreed to waive any deposit fees otherwise payable in connection with such deposit. You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of the expiration time so that it can effect such deposit and tender on your behalf prior to the expiration time and you must pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such deposit or tender.

If you hold TAM shares directly and you would like to tender them through the US exchange agent, you must first convert your investment in your TAM shares in Brazil from a 2,689 investment to a 4,131 investment. Once your investment in your TAM shares has been effectively converted to a 4,131 investment, you can tender your TAM shares through the US exchange agent at any time prior to the expiration time by completing and signing the enclosed letter of transmittal and returning it together with:

If you hold your TAM shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and you would like to tender them through the US exchange agent, you should instruct your broker, dealer, commercial bank, trust company or other nominee to arrange for your investment in your TAM shares to be converted in Brazil from a 2,689 investment to a 4,131 investment and thereafter to tender your TAM shares on your behalf through the US exchange agent using the procedures described in the preceding bullet point.

If you are a QIB and you hold TAM shares directly in your own name and would like to tender your TAM shares in the Auction to be held on Bovespa, then you must, personally or by means of a duly authorized proxy, contact a broker authorized to conduct trades on Bovespa, present the documentation described in “The Exchange Offer—Procedure for Tendering—Holders of TAM Shares—Tenders of TAM Shares in the Auction” section of this offer to exchange/prospectus beginning on page 161 and request that the broker tender your TAM shares on your behalf in the Auction. In order to tender your TAM shares in the Auction, your broker must, no later than the expiration time, present a sell order on

your behalf in the Auction. You must ensure that you give your broker your instructions and any required documents sufficiently in advance of the expiration time so that your broker can effect such tender prior to the expiration time and you must pay any fees or commissions your broker charges to make such tender. In addition, in order to tender your TAM shares in the Auction on Bovespa, you must qualify to participate in the Auction on Bovespa by following the procedures set forth in the edital published in Brazil and made available to holders of TAM shares in connection with the exchange offer (which we refer to as the “Edital”) and make the representations, warranties and agreements described in the Edital.

If you are a QIB and you hold TAM shares indirectly through a broker, dealer, commercial bank, trust company or other nominee and would like to tender your TAM shares in the Auction to be held on Bovespa, then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your TAM shares in the Auction on your behalf (as provided under “The Exchange Offer—Procedure for Tendering—Holders of TAM Shares—Tenders of TAM Shares in the Auction” section of this offer to exchange/prospectus beginning on page 161) no later than the expiration time. You must ensure that your broker, dealer, commercial bank, trust company or other nominee receives your instructions and any required documentation sufficiently in advance of the expiration time in order to effect such tender prior to the expiration time and pay any fees or commissions charged by such broker, dealer, commercial bank, trust company or other nominee to make such tender.

Yes. Subject to the applicable rules, regulations and approval of the Commissão de Valores Mobiliários (which we refer to as “CVM”) in Brazil and/or the SEC, LAN and, in certain cases, the TAM controlling

The number of qualifying minority shares that are held by “agreeing shareholders” must be more than 66 2/3% of the total number of qualifying minority shares that are held by agreeing shareholders and disagreeing shareholders (this is the minimum threshold required to cause the deregistration of TAM as a public company in Brazil with CVM and the delisting of the TAM shares from Bovespa and which condition we refer to as the “delisting condition”).

A holder will be deemed to be an “agreeing shareholder” with respect to its qualifying minority shares only if such holder:

validly tenders such qualifying minority shares into the exchange offer through the US exchange agent and does not withdraw such shares from the exchange offer; or

qualifies such qualifying minority shares for participation in the Auction and:

tenders such shares into, and does not withdraw them from, the Auction; and/or

indicates on the qualification form (a copy of which will be included with the letter of transmittal) that it agrees with the deregistration of TAM as a public company in Brazil with CVM.

A holder will be deemed to be a “disagreeing shareholder” with respect to its qualifying minority shares only if such holder:

validly tenders such qualifying minority shares into the exchange offer through the US exchange agent and subsequently withdraws such shares from the exchange offer; or

qualifies such qualifying minority shares for participation in the Auction and:

does not tender such shares in the Auction; and/or

indicates on the qualification form (a copy of which will be included with the letter of transmittal) that it disagrees with the deregistration of TAM as a public company in Brazil with CVM.

For purposes of the delisting condition, “qualifying minority shares” mean all outstanding TAM shares not represented by TAM ADSs and all outstanding TAM ADSs, in each case that are not owned by TAM, the TAM controlling shareholders, any of their related persons (“pessoas vinculadas”) or any director or executive officer of TAM.

The sum of (i) the number of TAM shares and TAM ADSs validly tendered into, and not withdrawn from, the exchange offer and (ii) the number of TAM shares beneficially owned by the TAM controlling shareholders (which represented approximately 46.63% of the outstanding TAM shares as of March 5, 2012), represents more than 95% of the total number of outstanding TAM shares (including those represented by TAM ADSs) (this is the minimum acquisition threshold required under applicable Brazilian law to give TAM the right to compulsorily redeem any TAM shares (including those represented by TAM ADSs) not owned by LAN or Holdco I after completion of the exchange offer, the mergers and the other transactions described in this offer to exchange/prospectus and which condition we refer to as the “squeeze-out condition”).

The absence of certain actions, events or circumstances that, individually or in the aggregate, have had an adverse effect on the businesses, revenues, operations or financial condition of TAM and its subsidiaries, taken as a whole, in all material respects.

validly tender your TAM shares or TAM ADSs into, and then withdraw them from, the exchange offer;

if you are a QIB, qualify your TAM shares for participation in the Auction but do not tender such shares in the Auction; or

complete and return the qualification form included with the letter of transmittal and indicate on that form that you disagree with the deregistration of TAM as a public company in Brazil with CVM.

LAN’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed on May 5, 2011 (which we refer to as the “LAN 2010 Form 20-F”);

The description of the LAN common shares under the heading “Description of our Shares of Common Stock” and the description of the LAN ADSs under the heading “Description of the American Depositary Shares” in LAN’s registration statement under the Securities Act on Form F-3, filed on May 7, 2007, and as amended on May 21, 2007 (which we refer to as the “LAN Form F-3”);

TAM’s Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed on May 13, 2010 (which we refer to as the “TAM 2010 Form 20-F”); and

The description of the TAM shares under the heading “Description of our Capital Stock” and the description of the TAM ADSs under the heading “Description of American Depositary Shares” in TAM’s registration statement under the Securities Act on Form F-1, filed on February 17, 2006, and as amended on February 22, 2006, March 2, 2006 and March 9, 2006 (which we refer to as the “TAM Form F-1”).

the risk that the synergies and cost savings expected to result from the proposed combination of LAN and TAM will not be fully achieved or achieved within the expected time frame;

economic and political developments in the Federative Republic of Brazil (which we refer to as “Brazil”), the Republic of Chile (which we refer to as “Chile”) and the principal international markets in which LAN and TAM operate;

changes in existing regulations and new regulations, including regulations related to access to routes in which LAN or TAM operate;

developments or changes in Brazilian or Chilean civil aviation infrastructure, including air traffic control, airspace and airport infrastructure;

cyclical and seasonal variation in LAN’s or TAM’s results of operations;

the ability of LAN and TAM to develop a strategy and to successfully integrate certain aspects of the business practices and operations of LAN and TAM;

the future level of demand for passenger and cargo services in Chile, Brazil, other countries in Latin America and the rest of the world;

competitive pressure among companies in the airline industry;

changes in crude oil prices and its effects on the cost of fuel;

inflation;

relative values of the lawful currency of the United States of America (which we refer to as the “US dollar” or “US$”), the lawful currency of Chile (which we refer to as the “Chilean peso” or “CLP$”), the lawful currency of Brazil (which we refer to as “real” or “R$”), the European Union euro, Peruvian nuevo sol, Colombian peso, Mexican peso, Argentine peso, Australian dollar and other currencies;

actions or decisions by courts and regulators or changes in applicable laws or regulations (or their interpretations), including the laws and regulations governing the structure of the combination, the right to service current and future markets and laws and regulations pertaining to the formation and operation of airline alliances;

maintenance of relationship with customers;

LAN’s and TAM’s level of indebtedness and other payment obligations;

plans relating to investments and capital expenditures;

LAN’s and TAM’s ability to service their respective debt and fund their respective working capital requirements;

defects or mechanical problems with LAN’s and TAM’s aircraft;

LAN’s and TAM’s ability to obtain financing on commercially reasonable terms;

changes in fiscal policy, interest rates and tax laws;

future load factors and yields for the combined companies;

future terrorist attacks and the possibility or fear of such attacks affecting the airline industry;

future threat or outbreak of diseases, or spread of already existing diseases, affecting traveling behavior and/or exports;

natural disasters affecting traveling behavior and/or imports and/or exports;

threat or outbreak of hostilities or war, including the adverse impact on general economic conditions, demand for travel, the costs of security, the cost and availability of aviation insurance coverage and war risk coverage and the price of jet fuel or related events affecting the airline industry;

expectations and estimates of management of LAN and TAM as to future financial performance, financial plans and the impact of competition on their businesses, including competitive pressures on pricing;

changes in market prices, consumer preferences and competitive conditions;

changes in labor costs, maintenance costs and insurance premiums;

the ability of LAN and TAM to successfully implement their growth strategies;

industrial actions or strikes by employees of one or both of the combined companies or employees of the suppliers or airports of the combined companies; and

changing relationships with customers, suppliers and strategic partners.

Year ended December 31,

2007

2008

2009

2010

2011

Year ended December 31,

2007

2008