Related Issuers
by Bryce Trinka
Feb 18, 2021 6:48 AM ET
Atento S.A. (NYSE: ATTO) ("Atento" or the "Company"), the largest provider of customer relationship management and business-process outsourcing services in Latin America, and among the top five providers globally based on revenue, today announced the early results of the previously announced any and all cash tender offer by its wholly owned subsidiary, Atento Luxco 1 (the "Issuer"), to refinance the Issuer's outstanding 6.125% Senior Secured Notes due 2022 (the "Notes"). Additionally, the Company announced the Issuer's election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below), to make payment for such Notes on February 17, 2021 (the "Early Settlement Date").
As of 5:00 p.m., New York City time on February 16, 2021 (the "Early Tender Time"), as reported by Ipreo LLC, the information agent and the tender agent for the tender offer, the principal amounts of securities listed in the table below have been validly tendered and not validly withdrawn.
Title of | CUSIP/ISIN | Principal Amount | Principal Amount | Tender Offer | Early | Total |
6.125% Senior | CUSIPs: 04684LAA6 ISINs: US04684LAA61 | U.S.$500,000,000 | U.S.$275,815,000 | U.S.$985.31 | U.S.$30.00 | U.S.$1,015.31 |
1 | Per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase. |
2 | Does not include accrued interest that will be paid on the Notes accepted for purchase or any additional amounts that may be payable on the Notes accepted for purchase. |
3 | The Total Consideration includes the Early Tender Payment of U.S. $30.00. |
The tender offer consists of an offer to purchase any and all of the Notes for cash. The tender offer is being made on the terms and subject to the conditions set forth in the offer to purchase dated February 2, 2021 (the "Offer to Purchase"). Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the tender offer.
The tender offer will expire at 11:59 p.m., New York City time on March 2, 2021, unless extended or earlier terminated by the Issuer (the "Expiration Time"). The withdrawal deadline was 5:00 p.m., New York City time on February 16, 2021; therefore, Notes that have been tendered and not validly withdrawn, and Notes tendered after that date, may not be withdrawn unless otherwise required by law.
To be eligible to receive the total consideration, which includes the early tender payment, each as set forth in the table above, holders of Notes must have validly tendered and not validly withdrawn their tendered Notes at or prior to the Early Tender Time. Holders of Notes who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive the tender offer consideration, which does not include the early tender payment, as set forth in the table above.
The Issuer may increase the tender offer consideration at any time prior to the Expiration Time. If the Issuer increases the tender offer consideration such that the tender offer consideration is greater than the total consideration, any Notes previously tendered that would otherwise be entitled to the total consideration will be entitled to receive the increased tender offer consideration instead of the Total Consideration.
The holders of Notes purchased pursuant to the tender offer will also receive any accrued and unpaid interest from the last interest payment date of the Notes up to, but excluding, the applicable settlement date as well as any additional amounts that may be payable on the Notes.
The total consideration, plus any accrued and unpaid interest from the last interest payment date of the Notes up to, but excluding, the Early Settlement Date, for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase will be paid by the Issuer in same-day funds on the Early Settlement Date.
Notes will be accepted for purchase only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The Issuer's obligation to accept for purchase and pay for the Notes validly tendered in the tender offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase.
Notes that are accepted in the tender offer will be purchased by the Company and retired and canceled and will no longer remain outstanding obligations of the Company.
The Issuer may, in its sole discretion, (i) terminate the tender offer, (ii) waive any and all conditions to the tender offer, (iii) extend the tender offer period, or (iv) otherwise amend the tender offer in any respect, subject to applicable law.
Information Relating to the Tender Offer
The Issuer has retained Banco BTG Pactual S.A.–Cayman Branch, Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc. and Morgan Stanley & Co. LLC to serve as dealer managers for the tender offer. Ipreo LLC has been retained to serve as the information agent and the tender agent for the tender offer.
Questions regarding the tender offer may be directed to: (i) Atento at the details in the table below, (ii) Banco BTG Pactual S.A.–Cayman Branch at +1 (212) 293-4600 (Collect), (iii) Goldman Sachs & Co. LLC at +1 (800) 828-3182 (U.S. toll free) or +1 (212) 357-1452 (Collect), (iv) Itau BBA USA Securities, Inc. at +1 (212) 710-6749 (Collect) and (v) Morgan Stanley & Co. LLC at +1 (800) 624-1808 (U.S. Toll Free) or +1 (212) 761-1057 (Collect). The Offer to Purchase may be obtained from Ipreo LLC by calling collect +1 (212) 849-3880 (bankers and brokers) or toll free + 1 (888) 593-9546 (all others), or emailing ipreo-tenderoffer@ihsmarkit.com.