UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ATENTO S.A.
Ordinary Shares
(Title of Class of Securities)
L0427L105
Joseph Virgilio
HPS Investment Partners, LLC
40 West 57th Street, 33rd Floor
New York, New York 10019
Telephone: 212-287-6767
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 2020
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box ☐.
Note: Schedules filed in
paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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Names of
Reporting Persons
HPS Investment Partners, LLC
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2
|
Check the
Appropriate Box if a Member of a Group
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(a)
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☐ |
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(b)
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☐ |
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3
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SEC Use
Only
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4
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Source of
Funds
OO
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5
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Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
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6
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Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
19,126,703 (see item 5)
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|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
19,126,703 (see item 5)
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|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
19,126,703 (see item 5)
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12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
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13
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Percent of
Class Represented by Amount in Row (11)
26.9% (1) (see item 5)
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|
14
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Type of
Reporting Person
IA
|
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(1)
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Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 10,904,985
million Ordinary Shares owned by Mezzanine Partners II Offshore Lux
S.à r.l II, 6,342,902 million Ordinary Shares owned by Mezzanine
Partners II Onshore Lux S.à r.l II and 1,878,816 million Ordinary
Shares owned by Mezzanine Partners II Institutional Lux S.à r.l II
and Mezzanine Partners II AP Lux S.à r.l II, collectively, over
which HPS Investment Partners, LLC has indirect control.
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1
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Names of
Reporting Persons
HPS Mezzanine Partners II, LLC
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2
|
Check the
Appropriate Box if a Member of a Group
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(a)
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☐ |
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(b)
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☐ |
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|
3
|
SEC Use
Only
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|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
19,126,703 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
19,126,703 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
19,126,703 (see item 5)
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|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
26.9% (1) (see item 5)
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|
|
14
|
Type of
Reporting Person
IA
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 10,904,985
million Ordinary Shares owned by Mezzanine Partners II Offshore Lux
S.à r.l II, 6,342,902 million Ordinary Shares owned by Mezzanine
Partners II Onshore Lux S.à r.l II and 1,878,816 million Ordinary
Shares owned by Mezzanine Partners II Institutional Lux S.à r.l II
and Mezzanine Partners II AP Lux S.à r.l II, collectively, over
which HPS Mezzanine Partners II, LLC has indirect control.
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1
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Names of
Reporting Persons
HPS Mezzanine Partners II Offshore GP, L.P.
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|
2
|
Check the
Appropriate Box if a Member of a Group
|
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|
(a)
|
☐ |
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|
(b)
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☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
12,054,691 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
12,054,691 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
12,054,691 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
16.9% (1) (see item 5)
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|
|
14
|
Type of
Reporting Person
PN
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 10,904,985
million Ordinary Shares owned by Mezzanine Partners II Offshore Lux
S.à r.l II and 1,149,706 million Ordinary Shares owned by Mezzanine
Partners II Institutional Lux S.à r.l II over which HPS Mezzanine
Partners II Offshore GP, L.P. has indirect control.
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1
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Names of
Reporting Persons
Mezzanine Partners - Offshore Investment Master Fund II, L.P.
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|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Cayman Islands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
10,904,985 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
10,904,985 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,904,985 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
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|
|
13
|
Percent of
Class Represented by Amount in Row (11)
15.3% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
PN
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 10,904,985
million Ordinary Shares owned by Mezzanine Partners II Offshore Lux
S.à r.l II in which Mezzanine Partners - Offshore Investment Master
Fund II, L.P. has an indirect interest.
|
|
1
|
Names of
Reporting Persons
Mezzanine Partners II Offshore Lux S.à r.l
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Luxembourg
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
10,904,985 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
10,904,985 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,904,985 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
15.3% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
OO
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 10,904,985
million Ordinary Shares owned by Mezzanine Partners II Offshore Lux
S.à r.l II in which Mezzanine Partners - Offshore Investment Master
Fund II, L.P. has an interest.
|
|
1
|
Names of
Reporting Persons
Mezzanine Partners II Offshore Lux S.à r.l II
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Luxembourg
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
10,904,985 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
10,904,985 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,904,985 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
15.3% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
OO
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof.
|
|
1
|
Names of
Reporting Persons
HPS Mezzanine Partners II GP, L.P.
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
7,072,012 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
7,072,012 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,072,012 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
9.9% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
PN
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 6,342,902
million Ordinary Shares owned by Mezzanine Partners II Onshore Lux
S.à r.l II and 729,110 million Ordinary Shares owned by Mezzanine
Partners II AP Lux S.à r.l II over which HPS Mezzanine Partners II
GP, L.P. has indirect control.
|
|
1
|
Names of
Reporting Persons
Mezzanine Partners II, L.P.
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
6,342,902 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
6,342,902 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,342,902 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
8.9% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
PN
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 6,342,902
million Ordinary Shares owned by Mezzanine Partners II Onshore Lux
S.à r.l II in which Mezzanine Partners II, L.P. has an indirect
interest.
|
|
1
|
Names of
Reporting Persons
Mezzanine Partners II Onshore Lux S.à r.l
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Luxembourg
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
6,342,902 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
6,342,902 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,342,902 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
8.9% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
OO
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof, which includes 6,342,902
million Ordinary Shares owned by Mezzanine Partners II Onshore Lux
S.à r.l II in which Mezzanine Partners II, L.P. has an
interest.
|
|
1
|
Names of
Reporting Persons
Mezzanine Partners II Onshore Lux S.à r.l II
|
|
|
2
|
Check the
Appropriate Box if a Member of a Group
|
|
|
(a)
|
☐ |
|
|
(b)
|
☐ |
|
|
3
|
SEC Use
Only
|
|
|
4
|
Source of
Funds
OO
|
|
|
5
|
Check Box if
Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d)
or 2(e): ☐
|
|
|
6
|
Citizenship or
Place of Organization
Luxembourg
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
7
|
Sole Voting
Power
0 (see item 5)
|
|
8
|
Shared Voting
Power
6,342,902 (see item 5)
|
|
9
|
Sole
Dispositive Power
0 (see item 5)
|
|
10
|
Shared
Dispositive Power
6,342,902 (see item 5)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,342,902 (see item 5)
|
|
|
12
|
Check if the
Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
|
|
13
|
Percent of
Class Represented by Amount in Row (11)
8.9% (1) (see item 5)
|
|
|
14
|
Type of
Reporting Person
OO
|
|
(1)
|
Based on
71,179,765 Ordinary Shares of the Issuer issued and outstanding as
of May 6, 2020 and the date hereof.
|
Item 1. |
Security and Issuer
|
This statement on Schedule 13D (this “Schedule 13D”) relates
to the ordinary shares, no par value (the “Ordinary
Shares”), of Atento S.A., a public limited
liability company (société
anonyme) incorporated under
the laws of Luxembourg (the “Issuer”). The Issuer’s
principal executive office is located at 1, rue Hildegard Von
Bingen, L-1282, Luxembourg, Grand Duchy of Luxembourg.
Item 2. |
Identity and Background
|
This Schedule 13D is being filed jointly pursuant to Rule 13d-1(a)
under the Act on behalf of (i) HPS Investment Partners, LLC
(“HPS”), (ii) HPS Mezzanine Partners II, LLC (“HPS
Mezzanine”), (iii) HPS Mezzanine Partners II Offshore GP, L.P.
(“Offshore GP”), (iv) Mezzanine Partners - Offshore
Investment Master Fund II, L.P. (“Offshore LP”), (v)
Mezzanine Partners II Offshore Lux S.à r.l (“Offshore
Sarl”), (vi) Mezzanine Partners II Offshore Lux S.à r.l II
(“Mezzanine Offshore”), (vii) HPS Mezzanine Partners II GP,
L.P. (“Onshore GP”), (viii) Mezzanine Partners II, L.P.
(“Onshore LP”), (ix) Mezzanine Partners II Onshore Lux S.à
r.l (“Onshore Sarl”) and (X) Mezzanine Partners II
Onshore Lux S.à r.l II (“Mezzanine Onshore,” and together
with HPS, HPS Mezzanine, Offshore GP, Offshore LP, Offshore Sarl,
Mezzanine Offshore, Onshore GP, Onshore LP and Onshore Sarl, the
“Reporting Persons”).
The principal business and office address of each of HPS and HPS
Mezzanine is 40 West 57th Street, 33rd Floor, New York, New York
10019. HPS Mezzanine is the investment manager of Offshore LP,
Onshore LP, Mezzanine Offshore and Mezzanine Onshore. HPS is a
registered investment adviser under the Investment Advisers Act of
1940 and HPS Mezzanine is a relying adviser of HPS, and each is
principally engaged in the business of investment in securities
through various privately offered funds and separate accounts for
which it or its subsidiary serves as, direct or indirect,
investment manager.
The principal business and office address of each of Offshore GP
and Offshore LP is 40 West 57th Street, 33rd Floor, New York, New
York 10019. Offshore GP is the general partner of and has control
over Offshore LP. Offshore LP owns Offshore Sarl. Offshore GP and
Offshore LP are principally engaged in providing creative capital
solutions and generating attractive risk-adjusted returns.
The principal business and office address of Offshore Sarl is 291
route d’Arlon, L-1150 Luxembourg. Offshore Sarl owns Mezzanine
Offshore. Offshore Sarl is principally engaged in providing
creative capital solutions and generating attractive risk-adjusted
returns.
The principal business and office address of each of Onshore GP and
Onshore LP is 40 West 57th Street, 33rd Floor, New York, New York
10019. Onshore GP is the general partner of and has control over
Onshore LP. Onshore GP and Onshore LP are principally engaged in
providing creative capital solutions and generating attractive
risk-adjusted returns.
The principal business and office address of Onshore Sarl is 291
route d’Arlon, L-1150 Luxembourg. Onshore Sarl owns Mezzanine
Onshore. Onshore Sarl is principally engaged in providing creative
capital solutions and generating attractive risk-adjusted
returns.
Mezzanine Offshore and Mezzanine Onshore are wholly-owned
subsidiaries of Offshore Sarl and Onshore Sarl, respectively. The
principal business and office address of each of Mezzanine Offshore
and Mezzanine Onshore is 291 route d’Arlon L-1150 Luxembourg.
Additional information called for by this item with respect to each
executive officer and director of the Reporting Persons is
contained in Schedule A attached hereto and is
incorporated herein by reference.
During the last five years, none of the Reporting Persons nor any
the executive officers and directors listed on Schedule
A have been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. |
Source
and Amount of Funds or Other Consideration
|
Prior to the Closing (as defined below), certain affiliates of Bain
Capital (“Bain”), through various parent affiliates of the
Issuer controlled by Bain beneficially owned 48,520,671 ordinary
shares of the Issuer (the “PIKCo Shares”).
Pursuant to an indenture, dated as of May 30, 2014 (the
“Indenture”), by and among Atalaya Luxco PIKCo, a
partnership limited by shares (société en commandite par actions)
organized under the laws of Grand Duchy of Luxembourg whose
registered office is located at 4, rue Lou Hemmer, L-1748
Luxembourg, Grand Duchy of Luxembourg, and registered with the
Luxembourg Register of Commerce and Companies under number B986929
(“Atalaya”), as issuer, acting through its general partner
Atalaya PIKco, a private limited liability company (société à responsabilité limitée)
incorporated and existing under the laws of Luxembourg, having its
registered office at 4, rue Lou Hemmer, L-1748 Luxembourg, and
registered with the R.C.S. Luxembourg under number B187036
(“PIKCo GP”), Atalaya Luxco Topco, a partnership limited by
shares (société en commandite par
actions) organized under the laws of Luxembourg , whose
registered office is located at 4, rue Lou Hemmer, L-1748
Luxembourg, Grand Duchy of Luxembourg, and registered with the
R.C.S. Luxembourg under number B. 173 107 (together with Atalaya
and PIKCo GP, the “Atalaya Entities”), as security
providers, Citibank, N.A., London Branch, as trustee and paying
agent, Citigroup Global Markets Deutschland AG as registrar and
Citibank, N.A., London Branch, as security agent, Atalaya issued
11.50%/13.25% senior PIK notes due 2020 (the “Senior PIK
Notes”). In connection with the issuance of the Senior PIK
Notes, PIKCo GP pledged 100% of the shares in PIKco as security for
the Senior PIK Notes (the “Collateral”). As the maturity
date of the Senior PIK Notes approached, HPS engaged in discussions
with the Atalaya Entities regarding the forfeiture of a portion of
the PIKCo Shares in lieu of the forfeiture of the Collateral
securing the Senior PIK Notes held by Mezzanine Offshore, Mezzanine
Onshore, Mezzanine Partners II Institutional Lux S.à r.l II
(“Mezzanine Institutional”) and Mezzanine Partners II AP Lux
S.à r.l II (“Mezzanine AP,” together with Mezzanine
Offshore, Mezzanine Onshore and Mezzanine Institutional, the
“Holders”) in order to satisfy the obligations of the
Atalaya Entities under the Senior PIK Notes held by the Holders.
Atalaya and HPS ultimately negotiated a share transfer agreement to
effect such exchange, as further described below. Prior to the
Closing, the Holders held, collectively, $180,288,182 principal
amount of the Senior PIK Notes. HPS had acquired the Senior PIK
Notes as part of its regular investing activities.
In connection with the closing (the “Closing”) on June 24,
2020 (the “Closing Date”) of the transactions contemplated
by the share transfer agreement (“Share Transfer
Agreement”), a copy of which is filed with this Schedule 13D as
Exhibit 2 (which
is hereby incorporated by reference), dated as of May 6,
2020, by and among Atalaya, the Holders, the Issuer and certain
other holders of Senior PIK Notes, Atalaya transferred to the
Holders an aggregate of 19,126,703 Ordinary Shares in the Issuer,
of which (i) 10,904,985 Ordinary Shares were transferred to
Mezzanine Offshore, (ii) 6,342,902 Ordinary Shares were transferred
to Mezzanine Onshore, (iii) 1,149,706 Ordinary Shares were
transferred to Mezzanine Institutional and (iv) 729,110 Ordinary
Shares were transferred to Mezzanine AP (collectively, the “HPS
Shares”) as consideration for the Holders’ surrender of its
$180,288,182 principal amount of the Senior PIK Notes. The sale of
Atalaya’s Ordinary Shares pursuant to the Share Transfer Agreement
was contingent upon, among other things, certain regulatory
requirements being met.
Item 4. |
Purpose
of Transaction
|
The response of the Reporting Persons to Item 3 hereof is
incorporated herein by reference.
The Ordinary Shares of the Issuer transferred on the Closing Date
and beneficially owned by the Reporting Persons were acquired in
connection with the Share Transfer Agreement. The Reporting
Persons will continue to assess the business, financial condition,
results of operations and prospects of the Issuer, general economic
conditions, the securities markets in general and the Ordinary
Shares of the Issuer in particular, other developments and other
investment opportunities. Depending on such assessments, the
Reporting Persons may acquire beneficial ownership of additional
Ordinary Shares of the Issuer or may sell or otherwise dispose of
all or some of the Ordinary Shares of the Issuer beneficially owned
by the Reporting Persons in any matter permitted by law. As
part of its ongoing evaluation, the Reporting Persons expect that
from time to time they will express their views to, or
meet with, the Issuer’s management, the Issuer’s board of
directors, other partners or members of the Issuer or third parties
concerning, among other things, the Issuer’s business, management,
capital structure and strategy. In connection with such evaluation,
the Reporting Persons may consider any of the matters described in
Items 4(a)-(j) of the instructions to Schedule 13D and may
formulate a plan or proposal with respect to such matters.
On the Closing Date, pursuant to the Director Nomination Agreement,
dated as of May 6, 2020 (the “Director Nomination
Agreement”), a copy of which is filed with this Schedule 13D as
Exhibit 4 (which
is hereby incorporated by reference), the Holders have the
right (but not the obligation) to nominate two directors to the
board of directors of the Issuer for so long as they collectively
hold greater than 22.5% of the Ordinary Shares of the Issuer. The
following persons affiliated with the Reporting Persons will be
nominated to join the board of directors of the Issuer: John
Madden and Oliver Feix, and the Reporting Persons may have
influence over the corporate activities of the Issuer, including
activities which may relate to items described in Item 4 of this
Schedule 13D.
Except as described in this Schedule 13D, the Reporting Persons do
not have any present plans or proposals that relate to or would
result in any of the actions described in Item 4 of this Schedule
13D, although, subject to the agreements described herein, the
Reporting Persons, at any time and from time to time, may review,
reconsider and change their position and/or change their purpose
and/or develop such plans and may seek to influence management of
the Issuer of the Issuer’s board of directors with respect to the
business and affairs of the Issuer and may from time to time
consider pursuing or proposing such matters with advisors, the
Issuer or other persons.
Item 5. |
Interest in Securities of the Issuer
|
(a)-(b) The
responses of the Reporting Persons to Rows (7) through (13) of
the cover page of this Schedule 13D, as of the date hereof are
incorporated herein by reference.
HPS and HPS Mezzanine may be deemed to beneficially own, in the
aggregate, 19,126,703 Ordinary Shares, which represents 26.9% of
the Issuer’s outstanding Ordinary Shares as of May 6, 2020 and the
date hereof, which includes 10,904,985 million Ordinary Shares
owned by Mezzanine Offshore, 6,342,902 million Ordinary Shares
owned by Mezzanine Onshore and 1,878,816 million Ordinary Shares
owned by Mezzanine Institutional and Mezzanine AP, collectively,
over which HPS and HPS Mezzanine have indirect control.
Offshore GP may be deemed to beneficially own, in the aggregate,
12,054,691 Ordinary Shares, which represents 16.9% of the Issuer’s
outstanding Ordinary Shares as of May 6, 2020 and the date hereof,
which includes 10,904,985 million Ordinary Shares owned by
Mezzanine Offshore and 1,149,706 million Ordinary Shares owned by
Mezzanine Institutional over which Offshore GP has indirect
control.
Offshore LP, Offshore Sarl and Mezzanine Offshore may be deemed to
beneficially own, in the aggregate, 10,904,985 Ordinary Shares,
which represents 15.3% of the Issuer’s outstanding Ordinary Shares
as of May 6, 2020 and the date hereof. Offshore LP holds
indirect ownership interests in Mezzanine Offshore. Offshore Sarl
holds direct ownership interests in Mezzanine Offshore.
Onshore GP may be deemed to beneficially own, in the aggregate,
7,072,012 Ordinary Shares, which represents 9.9% of the Issuer’s
outstanding Ordinary Shares as of May 6, 2020 and the date hereof,
which includes 6,342,902 million Ordinary Shares owned by Mezzanine
Onshore and 729,110 million Ordinary Shares owned by Mezzanine AP
over which Onshore GP has indirect control.
Onshore LP, Onshore Sarl and Mezzanine Onshore may be deemed to
beneficially own, in the aggregate, 6,342,902 Ordinary Shares,
which represents 8.9% of the Issuer’s outstanding Ordinary Shares
as of May 6, 2020 and the date hereof. Onshore LP holds
indirect ownership interests in Mezzanine Onshore. Onshore Sarl
holds direct ownership interests in Mezzanine Onshore.
To the knowledge of the Reporting Persons, no person listed on
Schedule A beneficially owns any Ordinary Shares. Each of the
Reporting Person disclaims beneficial ownership of the Ordinary
Shares, except to the extent of its pecuniary interest in such
Ordinary Shares.
Neither the filing of this Schedule 13D nor any of its contents
shall be deemed to constitute an admission that any of the
Reporting Persons is the beneficial owner of the Ordinary Shares
referred to herein for purposes of Section 13(d) of the Act, or for
any other purpose, and such beneficial ownership is expressly
disclaimed. Each Reporting Person expressly disclaims any assertion
or presumption that it or he or she and the other persons on whose
behalf this Schedule 13D is filed constitute a “group.”
Neither the filing of this Schedule 13D nor any of its contents,
including without limitation the disclosure herein regarding the
Share Transfer Agreement, shall be deemed to constitute an
admission that the Reporting Persons, or any of the other holders
of the Senior PIK Notes who were party to the Share Transfer
Agreement (referred to herein as the “Other Participating
Holders”), are members of any “group” for purposes of Section
13(d) of the Exchange Act. The Other Participating Holders have
separately made (or are expected to make) Schedule 13D filings
reporting the Ordinary Shares they may be deemed to beneficially
own. Collectively, the Reporting Persons believe that they and the
Other Participating Holders beneficially own an aggregate of
46,817,886 Ordinary Shares, representing approximately 65.8% of the
outstanding Ordinary Shares. Each Reporting Person disclaims
beneficial ownership of the Ordinary Shares that may be deemed to
be beneficially owned by the Other Participating Holders.
(c) Except
as disclosed in Items 3 and 4 of this Schedule 13D (which are
incorporated herein by reference), none of the Reporting Persons
nor, to its knowledge any person listed on Schedule A, effected any
transaction in the Ordinary Shares in the 60 days prior to the
Closing Date or from the Closing Date until the date
hereof.
(d) Under
certain circumstances, partners, members or managed accounts of the
Reporting Persons, as the case may be, could have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, Ordinary Shares beneficially owned
by the Reporting Persons. The responses of the Reporting Persons to
Item 2 and Item 5(a) and (b) of this Schedule 13D are
incorporated herein by reference.
(e) Inapplicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
|
The Reporting Persons have entered into a Joint Filing Agreement,
dated as of July 6, 2020, a copy of which is attached as Exhibit
1 hereto (which is hereby incorporated by reference), pursuant
to which the Reporting Persons have agreed to file this statement
jointly in accordance with the provisions of Rule 13d-1(k)(1) of
the Exchange Act.
The responses of the Reporting Persons to Items 2, 3 and 4 hereof
are incorporated herein by reference.
In connection with the Share Transfer Agreement, the Holders
entered into a Registration Rights Agreement, dated May 6, 2020
(the Registration Rights Agreement”), a copy of which is
filed with this Schedule 13D as Exhibit 3 (which
is hereby incorporated by reference), pursuant to
which the Issuer has granted certain demand and piggyback
registration rights with respect to the Ordinary Shares that were
transferred pursuant to the Share Transfer Agreement.
Pursuant to the Pledge Agreement (the “Pledge Agreement”), a
copy of which is filed with this Schedule 13D as Exhibit 5,
Atalaya pledged 712,963 Ordinary Shares in the Issuer for the
benefit of the Holders and the Other Participating Holders in
accordance with the terms and conditions of such pledge
agreement(s). The pledged Ordinary Shares secure certain
indemnification obligations of the Atalaya Entities.
Pursuant to the Director Nomination Agreement, the Holders agreed
that during the 24-month period following its acquisition of the
HPS Shares, the Holders will not sell, assign, transfer, pledge
hypothecate, encumber or otherwise dispose of the HPS Shares
without the written permission of the Issuer. Transfers
between HPS-controlled funds are excluded from such restrictions,
subject to certain conditions.
Item 7. |
Material to be Filed as Exhibits
|
The following documents are filed as exhibits:
|
|
1
|
Joint Filing
Agreement, dated as of July 6, 2020, by and between HPS Investment
Partners, LLC, HPS Mezzanine Partners II, LLC, HPS Mezzanine
Partners II Offshore GP, L.P., Mezzanine Partners - Offshore
Investment Master Fund II, L.P., Mezzanine Partners II Offshore Lux
S.à r.l, Mezzanine Partners II Offshore Lux S.à r.l II, HPS
Mezzanine Partners II GP, L.P., Mezzanine Partners II, L.P.,
Mezzanine Partners II Onshore Lux S.à r.l and Mezzanine Partners II
Onshore Lux S.à r.l II.
|
2
|
Share
Transfer Agreement, dated as of May 6, 2020, by and among Atalaya
Luxco PIKco, Mezzanine Partners II Offshore Lux S.à r.l II,
Mezzanine Partners II Onshore Lux S.à r.l II, Mezzanine Partners II
Institutional Lux S.à r.l II, Mezzanine Partners II AP Lux S.à r.l
II, Chesham Investment Pte. Ltd., Taheebo Holdings LLC and
Atento S.A.
|
|
Registration
Rights Agreement, dated as of May 6, 2020, by and among Atento S.A.
and the entities listed thereto (incorporated by reference to
Exhibit 10.4 to the Issuer’s Current Report on Form 6-K filed on
June 30, 2020).
|
|
Director
Nomination Agreement, dated as of May 6, 2020, by and among Atento
S.A., Mezzanine Partners II Offshore Lux S.à r.l II, Mezzanine
Partners II Onshore Lux S.à r.l II, Mezzanine Partners II
Institutional Lux S.à r.l II and Mezzanine Partners II AP Lux S.à
r.l II (incorporated by reference to Exhibit 10.3 to the Issuer’s
Current Report on Form 6-K filed on June 30, 2020).
|
5
|
Share
Pledge Agreement, dated as of June 22, 2020, by and among Atalaya
Luxco PIKco, Mezzanine Partners II Offshore Lux S.à r.l. II,
Mezzanine Partners II Onshore Lux S.à r.l. II, Mezzanine Partners
II AP LUX S.à r.l. II, Chesham Investment Pte. Ltd., an entity to
be designated by Farallon Capital Management, L.L.C. and Atento
S.A.
|
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: July 6,
2020
|
HPS INVESTMENT
PARTNERS, LLC
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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HPS MEZZANINE
PARTNERS II, LLC
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By: HPS
Investment Partners, LLC, its sole member
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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HPS MEZZANINE
PARTNERS II OFFSHORE GP, L.P.
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By: HPS
Partners Holdings II, LLC, its general partner
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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MEZZANINE
PARTNERS - OFFSHORE INVESTMENT MASTER FUND II, L.P.
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By: HPS
Mezzanine Partners II, LLC, its investment manager
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By: HPS
Investment Partners, LLC, its sole member
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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[Signature Page to Schedule
13D]
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MEZZANINE
PARTNERS II OFFSHORE LUX S.À R.L
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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MEZZANINE
PARTNERS II OFFSHORE LUX S.À R.L II
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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HPS MEZZANINE
PARTNERS II GP, L.P.
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By: HPS
Partners Holdings II, LLC, its general partner
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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MEZZANINE
PARTNERS II, L.P.
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By: HPS
Mezzanine Partners II Offshore GP, L.P., its general partner
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By: HPS
Partners Holdings II, LLC, its general partner
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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[Signature Page to Schedule
13D]
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MEZZANINE
PARTNERS II ONSHORE LUX S.À R.L
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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MEZZANINE
PARTNERS II ONSHORE LUX S.À R.L II
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/s/ John
Madden
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Name:
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John
Madden
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Title:
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Authorized
Signatory
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[Signature Page to Schedule
13D]
SCHEDULE A
HPS Investment Partners, LLC
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of HPS Investment
Partners, LLC (“HPS”). Each executive officer or
director listed below is a citizen of the United States.
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of HPS. The executive officers
and directors of HPS are as follows.
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Present Principal Occupation or Employment
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Principal Business Address
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Scott
Kapnick
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Chief Executive
Officer of HPS
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40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Yoohyun Katherine Choi
|
General Counsel
of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Joseph
Virgilio
|
Chief
Compliance Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Faith
Rosenfeld
|
Chief
Administrative Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Paul
Knollmeyer
|
Chief Financial
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
HPS is controlled by Scott Kapnick, Michael Patterson, Scot French,
Faith Rosenfeld and Purnima Puri.
HPS Mezzanine Partners II, LLC
Pursuant to Instruction C to Schedule 13D, HPS Mezzanine Partners
II, LLC (“HPS Mezzanine”) is member managed by
HPS.
HPS Mezzanine Partners II Offshore GP, L.P.
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of HPS Partners
Holdings II, LLC, which is the general partner of HPS Mezzanine
Partners II Offshore GP, L.P. (“Offshore GP”). Additionally,
unless otherwise indicated, none of the below executive officers or
directors shares voting or dispositive power over any Ordinary
Shares of Atento S.A., except in their capacity as an executive
officer or director of HPS Partners Holdings II, LLC. The executive
officers and directors of HPS Partners Holdings II, LLC are as
follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
Scott
Kapnick
|
Chief Executive
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Yoohyun Katherine Choi
|
General Counsel
of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Joseph
Virgilio
|
Chief
Compliance Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Faith
Rosenfeld
|
Chief
Administrative Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Paul
Knollmeyer
|
Chief Financial
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Mezzanine Partners - Offshore Investment Master Fund II, L.P.
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of HPS Partners
Holdings II, LLC, which is the general partner of Offshore GP,
which is the general partner of Mezzanine Partners - Offshore
Investment Master Fund II, L.P. (“Offshore LP”).
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of HPS Partners Holdings II,
LLC. The executive officers and directors of HPS Partners Holdings
II, LLC are as follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
Scott
Kapnick
|
Chief Executive
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Yoohyun Katherine Choi
|
General Counsel
of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Joseph
Virgilio
|
Chief
Compliance Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Faith
Rosenfeld
|
Chief
Administrative Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Paul
Knollmeyer
|
Chief Financial
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Mezzanine Partners II Offshore Lux S.à r.l
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of Mezzanine
Partners II Offshore Lux S.à r.l (“Offshore Sarl”).
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of Offshore Sarl. The executive
officers and directors of Offshore Sarl are as follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
|
Doris Lee
Silvestri
|
Managing
Director of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
United
States
|
Hyana Kim
|
Managing
Director of HPS Investment Partners (UK) LLP
|
HPS Investment
Partners (UK) LLP
Devonshire
House
1 Mayfair
Place
4th Floor
London, W1J
8AJ
|
United Kingdom
and Australia
|
Armando
Correia
|
Vice President
HPS
|
291 route
d’Arlon, L-1150 Luxembourg
|
Portugal
|
Francois
Daloze
|
Director Alter
Domus
|
15 Boulevard F.
W. Raiffeisen, 2411 Luxemburg, Luxembourg
|
Belgium
|
Mezzanine Partners II Offshore Lux S.à r.l II
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of Mezzanine
Partners II Offshore Lux S.à r.l II (“Mezzanine Offshore”).
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of Mezzanine Offshore. The
executive officers and directors of Mezzanine Offshore are as
follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
|
Doris Lee
Silvestri
|
Managing
Director of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
United
States
|
Hyana Kim
|
Managing
Director of HPS Investment Partners (UK) LLP
|
HPS Investment
Partners (UK) LLP
Devonshire
House
1 Mayfair
Place
4th Floor
London, W1J
8AJ
|
United Kingdom
and Australia
|
Armando
Correia
|
Vice President
HPS
|
291 route
d’Arlon, L-1150 Luxembourg
|
Portugal
|
Guillaume
Sadler
|
Senior Manager
Alter Domus
|
15 Boulevard F.
W. Raiffeisen, 2411 Luxemburg, Luxembourg
|
France
|
HPS Mezzanine Partners II GP, L.P.
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of HPS Partners
Holdings II, LLC, which is the general partner of HPS Mezzanine
Partners II GP, L.P. (“Onshore GP”). Additionally, unless
otherwise indicated, none of the below executive officers or
directors shares voting or dispositive power over any Ordinary
Shares of Atento S.A., except in their capacity as an executive
officer or director of HPS Partners Holdings II, LLC. The executive
officers and directors of HPS Partners Holdings II, LLC are as
follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
Scott
Kapnick
|
Chief Executive
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Yoohyun Katherine Choi
|
General Counsel
of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Joseph
Virgilio
|
Chief
Compliance Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Faith
Rosenfeld
|
Chief
Administrative Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Paul
Knollmeyer
|
Chief Financial
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Mezzanine Partners II, L.P.
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of HPS Partners
Holdings II, LLC, which is the general partner of Onshore GP, which
is the general partner of Mezzanine Partners II, L.P. (“Onshore
LP”). Additionally, unless otherwise indicated, none of the
below executive officers or directors shares voting or dispositive
power over any Ordinary Shares of Atento S.A., except in their
capacity as an executive officer or director of HPS Partners
Holdings II, LLC. The executive officers and directors of HPS
Partners Holdings II, LLC are as follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
Scott
Kapnick
|
Chief Executive
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Yoohyun Katherine Choi
|
General Counsel
of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Joseph
Virgilio
|
Chief
Compliance Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY 10019
|
Faith
Rosenfeld
|
Chief
Administrative Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Paul
Knollmeyer
|
Chief Financial
Officer of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
Mezzanine Partners II Onshore Lux S.à r.l
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of Mezzanine
Partners II Onshore Lux S.à r.l (“Onshore Sarl”).
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of Onshore Sarl. The executive
officers and directors of Onshore Sarl are as follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
|
Doris Lee
Silvestri
|
Managing
Director of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
United
States
|
Hyana Kim
|
Managing
Director of HPS Investment Partners (UK) LLP
|
HPS Investment
Partners (UK) LLP
Devonshire
House
1 Mayfair
Place
4th Floor
London, W1J
8AJ
|
United Kingdom
and Australia
|
Armando
Correia
|
Vice President
HPS
|
291 route
d’Arlon, L-1150 Luxembourg
|
Portugal
|
Francois
Daloze
|
Director Alter
Domus
|
15 Boulevard F.
W. Raiffeisen, 2411 Luxemburg, Luxembourg
|
Belgium
|
Mezzanine Partners II Onshore Lux S.à r.l II
Pursuant to Instruction C to Schedule 13D, the below information
relates to the executive officers and directors of Mezzanine
Partners II Onshore Lux S.à r.l II (“Mezzanine Onshore”).
Additionally, unless otherwise indicated, none of the below
executive officers or directors shares voting or dispositive power
over any Ordinary Shares of Atento S.A., except in their capacity
as an executive officer or director of Mezzanine Onshore. The
executive officers and directors of Mezzanine Onshore are as
follows.
|
Present Principal Occupation or Employment
|
Principal Business Address
|
|
Doris Lee
Silvestri
|
Managing
Director of HPS
|
40 West 57th
Street
33rd Floor,
New York, NY
10019
|
United
States
|
Hyana Kim
|
Managing
Director of HPS Investment Partners (UK) LLP
|
HPS Investment
Partners (UK) LLP
Devonshire
House
1 Mayfair
Place
4th Floor
London, W1J
8AJ
|
United Kingdom
and Australia
|
Armando
Correia
|
Vice President
HPS
|
291 route
d’Arlon, L-1150 Luxembourg
|
Portugal
|
Guillaume
Sadler
|
Senior Manager
Alter Domus
|
15 Boulevard F.
W. Raiffeisen, 2411 Luxemburg, Luxembourg
|
France
|
A-5
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