Private Placement of US$100 Million Additional Notes of 6.125% Senior Secured Notes due 2022.
Entry into Purchase Agreement
On March 26, 2019, Atento Luxco 1 S.A. (“Atento Luxco 1” or the “Issuer”), a wholly owned subsidiary of Atento S.A. (the “Registrant” or “Atento”), entered into a Purchase Agreement (the “Purchase Agreement”), with Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, and Santander Investment Securities Inc., as representatives of the several initial purchasers named therein, for the issuance and sale by the Issuer of an additional US$100 million aggregate principal amount of its 6.125% Senior Secured Notes due 2022 (the “Additional Notes”) in a private placement transaction (the “Private Placement”). The Additional Notes are being offered as additional notes under the indenture, dated as of August 10, 2017, pursuant to which the Issuer previously issued $400 million aggregate principal amount of its 6.125% Senior Secured Notes due 2022 (the “Existing Notes”). The Additional Notes and the Existing Notes will be treated as the same series for all purposes under the indenture and collateral agreements, each as amended and supplemented, that govern the Existing Notes and will govern the Additional Notes. The Additional Notes will be guaranteed on a senior secured basis by certain of Atento’s wholly owned subsidiaries (the “Guarantors”), and the Notes and the guarantees will be secured, subject to permitted liens and other limitations, by a first-priority lien on the capital stock of the Issuer, each of the Guarantors and Atento Argentina S.A. Atento S.A. and Atalaya Luxco Midco S.à r.l. will guarantee the Notes but will not be considered guarantors for any purposes under the indenture that will govern the Notes and therefore will not be subject to the covenants in the indenture otherwise applicable to guarantors. The Notes were priced at 99.251% of their principal amount and will mature on August 10, 2022.
The offering is expected to close on April 4, 2019, subject to customary closing conditions. The Issuer intends to use the net proceeds from the offering of the Additional Notes to repay all of its outstanding Brazilian debentures and a part of its outstanding BNDES credit facilities, as well as to pay for related fees and expenses and for general corporate purposes.
The description of the Purchase Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
Press Release
On March 26, 2019, Atento issued a press release announcing the pricing of the Private Placement, the text of which is set forth as Exhibit 99.1.
Exhibits.
See the Exhibit Index hereto.
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