NEW YORK, Feb. 17, 2021 /PRNewswire/ -- 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tendered and not validly withdrawn at or prior to the Early Tender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validly withdrawn.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
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered
|
Tender Offer
Consideration
(1) (2)
|
Early
Tender
Payment
(1)
|
Total
Consideration
(1) (2) (3)
|
6.125% Senior
Secured Notes
due 2022
|
CUSIPs:
04684LAA6
L0427PAA4
L0427PAB2
ISINs:
US04684LAA61
USL0427PAA41
USL0427PAB24
|
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been tendered and not validly withdrawn, and Notes tendered after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.
This press release is for informational purposes only and is
not an offer to purchase or a solicitation of an offer to sell the
Notes or any other securities. The Issuer is making the tender
offer only by, and pursuant to, the terms of the Offer to Purchase.
The tender offer is not being made in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities laws, blue sky laws or other laws of such jurisdiction.
None of Atento, the Issuer, the dealer managers, and the
information agent and the tender agent is making any recommendation
as to whether holders should tender or refrain from tendering their
Notes in response to the tender offer or how much they should
tender. Each holder must make his, her or its own decision as to
whether to tender or refrain from tendering Notes, and, if a holder
determines to tender, as to how many Notes to tender.
About Atento
Atento is the largest provider of customer relationship
management and business process outsourcing ("CRM BPO") services in
Latin America, and among the top
five providers globally, based on revenue. Atento is also a leading
provider of nearshoring CRM BPO services to companies that carry
out their activities in the United
States. Since 1999, the company has developed its business
model in 13 countries where it employs approximately 137,000
people. Atento has over 400 clients to whom it offers a wide range
of CRM BPO services through multiple channels. Atento's clients are
mostly leading multinational corporations in sectors such as
telecommunications, banking and financial services, health, retail
and public administrations, among others. Atento's shares trade
under the symbol ATTO on the New York Stock Exchange (NYSE). In
2019, Atento was named one of the World's 25 Best Multinational
Workplaces and one of the Best Multinationals to Work for in
Latin America by Great Place to
Work®. Atento is also the world's first CRM company to be ISO 56002
certified in Innovation Management. For more information visit
www.atento.com.
Investor
Relations
Shay Chor
+55 11
3293-5926
shay.chor@atento.com
|
Investor
Relations
Fernando
Schneider
+ 55 11
3779-8119
fernando.schneider@atento.com
|
Media
Relations
Pablo Sánchez
Pérez
+34
670031347
pablo.sanchez@atento.com
|
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements can be identified by the use of words
such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "intends," "continue" or
similar terminology. These statements reflect only Atento's current
expectations and are not guarantees of future performance or
results. These statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
contained in the forward-looking statements. In particular, the
COVID-19 pandemic, and governments' extraordinary measures to limit
the spread of the virus, are disrupting the global economy and
Atento's industry, and consequently adversely affecting the
Company's business, results of operation and cash flows and, as
conditions are recent, uncertain and changing rapidly, it is
difficult to predict the full extent of the impact that the
pandemic will have. Risks and uncertainties include, but are not
limited to, competition in Atento's highly competitive industries;
increases in the cost of voice and data services or significant
interruptions in these services; Atento's ability to keep pace with
its clients' needs for rapid technological change and systems
availability; the continued deployment and adoption of emerging
technologies; the loss, financial difficulties or bankruptcy of any
key clients; the effects of global economic trends on the
businesses of Atento's clients; the non-exclusive nature of
Atento's client contracts and the absence of revenue commitments;
security and privacy breaches of the systems Atento uses to protect
personal data; the cost of pending and future litigation; the cost
of defending Atento against intellectual property infringement
claims; extensive regulation affecting many of Atento's businesses;
Atento's ability to protect its proprietary information or
technology; service interruptions to Atento's data and operation
centers; Atento's ability to retain key personnel and attract a
sufficient number of qualified employees; increases in labor costs
and turnover rates; the political, economic and other conditions in
the countries where Atento operates; changes in foreign exchange
rates; Atento's ability to complete future acquisitions and
integrate or achieve the objectives of its recent and future
acquisitions; future impairments of our substantial goodwill,
intangible assets, or other long-lived assets; and Atento's ability
to recover consumer receivables on behalf of its clients. In
addition, Atento is subject to risks related to its level of
indebtedness. Such risks include Atento's ability to generate
sufficient cash to service its indebtedness and fund its other
liquidity needs; Atento's ability to comply with covenants
contained in its debt instruments; the ability to obtain additional
financing; the incurrence of significant additional indebtedness by
Atento and its subsidiaries; and the ability of Atento's lenders to
fulfill their lending commitments. Atento is also subject to other
risk factors described in documents filed by the company with the
United States Securities and Exchange Commission.
These forward-looking statements speak only as of the date on
which the statements were made. Atento undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
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SOURCE Atento S.A.