NEW YORK, Sept. 18, 2020 /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 that
its wholly owned subsidiary, Atento Luxco 1 (the "Issuer"), is
making an any and all cash tender offer to refinance the Issuer's
outstanding 6.125% Senior Secured Notes due 2022 (the "Notes").
Concurrent with the announcement of this tender offer, Atento has
announced the launch of a proposed new secured notes offering by
the Issuer, the net proceeds of which the Issuer intends to use,
together with cash on hand, to finance the tender offer.
Title of
Security
|
CUSIP/ISN
|
Principal Amount
Outstanding
|
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.$970.00
|
U.S.$30.00
|
U.S.$1,000.00
|
(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
September 18, 2020 (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
October 16, 2020, unless extended or
earlier terminated by the Issuer (the "Expiration Time"). Tenders
of Notes may be validly withdrawn at any time prior to 5:00 p.m., New York
City time on October 1, 2020,
unless extended or earlier terminated by the Issuer.
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 validly tender and not validly
withdraw their tendered Notes at or prior to 5:00 p.m., New York
City time on October 1, 2020,
unless extended by the Issuer (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. All Notes tendered
at or prior to the Early Tender Time will have priority over Notes
tendered after the Early Tender Time.
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 set out below) as well as any additional
amounts that may be payable on the Notes.
Payment for the Notes that are validly tendered (and are not
validly withdrawn) prior to the Early Tender Time and that are
accepted for purchase by the issuer is expected to be made on
October 2, 2020, unless extended.
Payment for the Notes that are validly tendered after the Early
Tender Time but at or prior to the Expiration Time and that are
accepted for purchase by the issuer is expected to be made on
October 19, 2020, unless
extended.
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, including the Issuer generating net proceeds from a
concurrent offering of senior secured notes in an aggregate amount
sufficient to pay the total consideration, as set forth in the
table above, with respect to all Notes that are the subject of the
tender offer, including the payment of any premiums, accrued
interest and costs, additional amounts payable and expenses
incurred in connection therewith.
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,
Itau BBA USA Securities, Inc.,
Morgan Stanley & Co. LLC, BB Securities Limited and BCP
Securities Limited, 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) Itau BBA
USA Securities, Inc. at +1 (212)
710-6749 (Collect), (iv) Morgan Stanley & Co. LLC at +1 (800)
624-1808 (U.S. Toll Free) or +1 (212) 761-1057 (Collect), (v) BB
Securities Limited at +44 207 367 5800 or (vi) BCP Securities, LLC
at +1 (203) 629-2186. 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 revenues. 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.