Issuance of US$100 Million Aggregate Principal Amount of Additional Senior Secured Notes.
Overview
On April 4, 2019 (the “Issue Date”), Atento Luxco 1 S.A. (“Atento Luxco 1” or the “Issuer”), a wholly-owned subsidiary of Atento S.A. (the “Registrant” or “Atento”), closed an offering 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 “Offering”). The Additional Notes were offered as additional notes under the indenture, dated as of August 10, 2017 (the “Indenture”), pursuant to which the Issuer previously issued US$400 million aggregate principal amount of its 6.125% Senior Secured Notes due 2022 (the “Existing Notes” and, together with the Additional Notes, the “Notes”). The Additional Notes and the Existing Notes are treated as the same series for all purposes under the Indenture and collateral agreements, each as amended and supplemented, that govern the Notes. The Issuer intends to use the net proceeds from the offering of the Additional Notes to repay all 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 Additional Notes and related guarantees were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Act”), or outside the United States, to persons outside the United States in compliance with Regulation S under the Act. The Additional Notes and related guarantees have not been and will not be registered under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
The following is a brief description of the terms of the Notes and the Indenture.
Maturity and Interest Payment Dates
Interest is payable on the Notes on February 10 and August 10 of each year, beginning on August 10, 2019 for the Additional Notes, until their maturity date of August 10, 2022.
Ranking
The Indenture and the Notes provide, among other things, that the Notes are senior secured obligations of the Issuer and the Guarantors and will: (i) rank equally in right of payment to any of the Issuer’s and the Guarantors’ existing and future senior indebtedness; (ii) rank senior in right of payment to all of the Issuer’s and the Guarantors’ future senior subordinated indebtedness; (iii) be effectively junior in right of payment to all of the Issuer’s and the Guarantors’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness; and (iv) be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of the Issuer’snon-guarantor subsidiaries.
Guarantees
The Notes are guaranteed on a senior secured basis by certain of Atento’s wholly owned subsidiaries on a joint and several basis.
Security
The Notes and the guarantees thereto are 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.
Covenants
The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and its restricted subsidiaries to: (i) incur certain additional indebtedness; (ii) make certain dividends, distributions, investments and other restricted payments; (iii) sell the property or assets of the Issuer or any of its restricted subsidiaries to another person; (iv) incur additional liens; (v) guarantee additional debt; and (vi) enter into transactions with affiliates.
