Disclosure of debt instruments [text block] | 17 ) FINANCIAL DEBT WITH THIRD PARTIES Details of debt with third parties at December 31, 2018 and 2019 are as follow: Thousands of U.S. dollars 2018 2019 Senior Secured Notes 390,507 490,012 Brazilian bonds—Debentures 11,163 - Bank borrowing 4,387 748 Lease liabilities 2,369 142,738 Total non-current 408,426 633,498 Senior Secured Notes 9,528 11,910 Brazilian bonds—Debentures 3,545 - Bank borrowing 35,111 23,180 Lease liabilities 3,158 52,027 Total current 51,342 87,117 TOTAL DEBT WITH THIRD PARTIES 459,768 720,615 Senior Secured Notes On August 10, 2017, Atento Luxco 1 S.A., closed an offering of 400,000 thousand U.S. dollars aggregate principal amount of 6.125% Senior Secured Notes due 2022 in a private placement transaction. The notes are due in August 2022. The 2022 Senior Secured No tes are guaranteed on a senior secured basis by certain of Atento’s wholly owned subsidiaries. The issuance costs of 11 , 979 thousand U.S. dollars related to this new issuance are recorded at amortized cost using the effective interest method. On April 4, 2019, Atento Luxco 1 S.A., closed an offering of an additional $ 100.0 million in aggregate principal amount of its 6.125 % Senior Secured Notes due 2022 (the "Additional Notes"). The Additional Notes were offered as additional notes under the indenture, dat ed as of August 10, 2017, pursuant to which the Issuer previously issued $ 400.0 million aggregate principal amount of its 6.125 % Senior Secured Notes due 2022 (the "Existing Notes"). The Additional Notes and the Existing Notes are treated as the same serie s for all purposes under the indenture and collateral agreements, each as amended and supplemented, that govern the Existing Notes and the Additional Notes. The terms of the Indenture governing the 2022 Senior Secured Notes , among other things, limit, in certain circumstances, the ability of Atento Luxco 1 and its restricted subsidiaries to: incur certain additional indebtedness; make certain dividends, distributions, investments and other restricted payments; sell the property or assets to another person; incur additional liens; guarantee additional debt; and enter into transaction with affiliates. As of December 31, 2019 , we were in compliance with these covenants. The outstanding amount on December 31, 201 9 is 50 1 , 922 thousand U.S. dollars. All interest payments are made on a half yearly basis. The fair value of the Senior Secured Notes, calculated on the basis of their quoted price at December 3 1, 201 9 , is 497,307 thousand U.S. dollars. The fair value hierarchy of the Senior Secured Notes is Level 1 as the fair value is based on the quoted market price at the reporting date. Details of the corresponding debt at each reporting date are as follo w: Thousands of U.S. dollars 2018 2019 Maturity Currency Principal Accrued interests Total debt Principal Accrued interests Total debt 2022 U.S. dollar 390,507 9,528 400,035 490,012 11,910 501,922 Debentures On May 2, 2017, Atento Brasil S.A. entered into an indenture (“Second Brazilian Debenture”) for the issuance costs of 70,000 thousand Brazilian Reais (equivalent to approximately 22,096 thousand U.S. dollars) of Brazilian Debentures due April 25, 2023. The Second Brazilian Debenture bear interest at a rate per annum equal to the average daily rate of the one day “over extragroup” – DI – Interbank Deposits (as such rate is disclosed by CETIP S.A – Mercados Organizados (“CETIP”) in the daily release available on its web page, plus a spread of 3.75%. The a mortization schedule is: April 25, 2018: 9.1%; October 25, 2018: 9.1%; April 25, 2019: 9.1%; October 25, 2019: 9.1%; April 25, 2020: 9.1%; October 25, 2020: 9.1%; April 25, 2021: 9.1%; October 25, 2021: 9.1%; April 25, 2022: 9.1%; October 25, 2022: 9.1%; A pril 25, 2023: 9,0%. On April 15, 2019, Atento Brasil S.A. repaid in advance of the maturity date all the outstanding amount. The amount repaid was BRL 57.3 million (equivalent to $ 15.3 million) plus interest accrued of BRL 2.7 million (equivalent to $ 0.7 m illion) and BRL 0.3 million (equivalent to $ 0.1 million) of penalty fee due to early repayment. Thousands of U.S. dollars 2018 2019 Maturity Currency Principal Accrued interests Total debt Principal Accrued interests Total debt 2023 Brazilian Reais 16,797 4,258 21,055 11,163 3,545 14,708 The fa ir value as of December 31, 201 8 calculated based on discounted cash flow is 15,643 thousand U.S. dollars. Bank borrowing s On February 3, 2014, Atento Brasil S.A. entered into a credit agreement with Banco Nacional de Desenvolvimento Econômico e Social - BNDES (“BNDES”) in an aggregate principal amount of 300,000 thousand Brazilian Reais (the “BNDES Credit Facility”), equivalent to 109,700 thousand U.S. dollars as of as of each disbursement date. The total amount of the BNDES Credit Facility is divided into five tranches subject to the following interest rates: Tranche Interest Rate Tranche A Long-Term Interest Rate ( Taxa de Juros de Longo Prazo — TJLP ) plus 2.5% per annum Tranche B SELIC Rate plus 2.5% per annum Tranche C 4.0% per year Tranche D 6.0% per year Tranche E Long-Term Interest Rate ( Taxa de Juros de Longo Prazo — TJLP ) Each tranche intends to finance different purposes, as described below: • Tranche A and B: investments in workstations, infrastructure, technology, services and software development, marketing and commercialization, within the scope of BNDES program – BNDES Prosoft . • Tranche C: IT equipment acquisition, covered by law 8.248/91, with national technology, necessary to execute the project described on tranches “A” and “B” . • Tranche D: acquisitions of domestic machinery and equipment, within the criteria of FINAME , necessary to execute the project described on tranches “A” and “B” . • Tranche E: investments in social projects to be executed by Atento Brasil S.A. (Thousands of U.S. dollars) Date Tranche A Tranche B Tranche C Tranche D Tranche E Total March 27, 2014 11,100 5,480 7,672 548 - 24,800 April 16, 2014 4,714 2,357 3,300 236 - 10,607 July 16, 2014 - - - - 270 270 August 13, 2014 27,584 3,013 4,430 477 - 35,504 Subtotal 2014 43,398 10,850 15,402 1,261 270 71,181 March 26, 2015 5,753 1,438 2,042 167 - 9,400 April 17, 2015 12,022 3,006 4,266 349 - 19,643 December 21, 2015 7,250 1,807 - - 177 9,234 Subtotal 2015 25,025 6,251 6,308 516 177 38,277 October 27, 2016 - - - - 242 242 Subtotal 2016 - - - - 242 242 Total 68,423 17,101 21,710 1,777 689 109,700 BNDES releases amounts under the credit facility once the debtor met certain requirements in the contract including delivering the guarantee (stand-by letter) and demonstrating the expenditure related to the project. Since the beginning of the credit facility, the following amounts were released: This facility should be repaid in 48 monthly installments. The first payment was made on March 15, 2016 and the last payment will be due on February 15, 2020. The BNDES Credit Facility contains covenants that restrict Atento Brasil S.A.’s ability to transfer, assign, cha n ge or sell the intellectual property rights related to technology and products developed by Atento Brasil S.A. with the proceeds from the BNDES Credit F acility. As of December 31, 2019 , Atento Brasil S.A. was in compliance with these covenants. The BNDES Credit Facility does not contain any other financial maintenance covenant. The BNDES Credit Facility contains customary events of default including the following: (i) reduction of the number of employees without providing pro gram support for outplacement, as training, job seeking assistance and obtaining preapproval of BNDES ; (ii) existence of unfavorable court decision against the Company for the use of children as workforce, slavery or any en vironmental crimes and (iii) inclusion in the bylaws of Atento Brasil S.A. of any provision t hat restricts Atento Brasil S.A ’s ability to comply with its financial obligations under the BNDES Credit Facility. On September 26, 2016, Atento Brasil S.A. entered into a new credit agreement with BNDES in an aggregate principal amount of 22, 0 00 thousand Brazilian Reais, equivalent to 5, 458 thousand U.S. dollars as of December 31, 201 9 . The interest rate of this facility is Long-Term Interest Rate (Taxa de Juros de Longo Prazo - TJLP) plus 2.0% per annum . The facility should be repaid in 48 monthly installments. The first payment was due on November 15, 2018 and the last payment will be due on October 15, 2022 . This facility is intended to finance an ener gy efficiency project to reduce power consumption by implementing new lightening, air conditioning and automation technology. On November 24, 2017, 6,500 thousand Brazilian Reais (equivalent to 1, 993 thousand U.S. dollars) were released under this facility . As of December 31, 201 9 , the outstanding amount under BNDES Credit Facility was 1,158 thousand U.S. dollars. The fair value as of December 31, 2019 calculated based on discounted cash flow is 1,077 thousand U.S. dollars. On August 10, 2017, Atento Luxco 1 S.A. entered into a new Super Senior Revolving Credit Facility (the “Super Senior Revolving Credit Facility”) which provides borrowings capacity of up to 50,000 thousand U.S. dollars and will mature on February 10, 2022. Banco Bilbao Vizcaya Argentaria, S.A., as the agent, the Collateral Agent and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Morgan Stanley Bank N.A. and Goldman Sachs Bank USA are acting as arrangers and lenders under the Super Senior Revolving Credit Facility. The Super Senior Revolving Credit Facility may be utilized in the form of multi-currency advances for terms of one, two, three or six months. The Super Senior Revolving Credit Facility bears interest at a rate per annum equal to LIBOR or, for bo rrowings in euro, EURIBOR or, for borrowings in Mexican Pesos, TIIE plus an opening margin of 4.25% per annum. The margin may be reduced under a margin ratchet to 3.75% per annum by reference to the consolidated senior secured net leverage ratio and the sa tisfaction of certain other conditions. The terms of the Super Senior Revolving Credit Facility Agreement limit, among other things, the ability of the Issuer and its restricted subsidiaries to (i) incur additional indebtedness or guarantee indebtedness; ( ii) create liens or use assets as security in other transactions; (iii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iv) make investments; (v) merge, amalgamate or consolidate, or sell, transfer, lease or dispose of substantially all of the assets of the Issuer and its restricted subsidiaries; (vi) enter into transactions with affiliates; (vii) sell or transfer certain assets; and (viii) agree to certain restrictions on the ability of restricted subsidiaries to make p ayments to the Issuer and its restricted subsidiaries. These covenants are subject to a number of important conditions, qualifications, exceptions and limitations that are described in the Super Senior Revolving Credit Facility Agreement. The Super Senior Revolving Credit Facility Agreement includes a financial covenant requiring the drawn super senior leverage ratio not to exceed 0.35:1.00 (the “SSRCF Financial Covenant”). The SSRCF Financial Covenant is calculated as the ratio of consolidated drawn super senior facilities debt to consolidated pro forma EBITDA for the twelvemonth period preceding the relevant quarterly testing date and is tested quarterly on a rolling basis, subject to the Super Senior Revolving Credit Facility being at least 35% drawn (exc luding letters of credit (or bank guarantees), ancillary facilities and any related fees or expenses) on the relevant test date. The SSRCF Financial Covenant only acts as a draw stop to new drawings under the Revolving Credit Facility and, if breached, wil l not trigger a default or an event of default under the Super Senior Revolving Credit Facility Agreement. The Issuer has four equity cure rights in respect of the SSRCF Financial Covenant prior to the termination date of the Super Senior Revolving Credit Facility Agreement, and no more than two cure rights may be exercised in any four consecutive financial quarters. As of December 31, 2019, we were in compliance with this covenant and no amounts were released under the Super Senior Revolving Credit Facilit y. On September 14, 2017, Atento Luxco 1 S.A. and Atento Brasil S.A. entered into an Agreement for a Common Revolving Credit Facility Line with Santander Brasil, Estabelecimento Financeiro de Crédito S.A. in respect of a bi-lateral, multi-currency revolvin g credit facilities. Up to $20.0 million of commitments are available for the drawing of cash loans in Euro and Mexican Pesos (MXN). The original borrowers under this facility are Atento Teleservicios España, S.A.U and Atento Servicios, S.A. de C.V. This f acility is guaranteed by Atento Luxco 1 S.A. and Atento Brasil S.A. on a joint and several basis. This facility matures one year after the date of the Agreement. As of December 31, 2019, the outstanding amount under this facility was zero. On March 5, 2018 , Atento Brasil S.A. entered into an agreement with Banco ABC Brasil for an amount of 10,092 thousand U.S. dollars maturing on September 3, 2018 with an annual interest rate of 3.40%. In connection with the loan, Atento Brasil S.A. entered into a swap agre ement through which it receives fixed interest rates in U.S. dollars, in the same amount of the loan agreement, and pays variable interest rate at a rate per annum equal to the average daily rate of the one day “over extragroup” – DI – Inter bank Deposits ( as such rate is disclosed by CETIP in the daily release available on its web page), plus a spread of 2.10% over 33,000 thousand Brazilian Reais. The total outstanding balance was paid on the due date. On February 26, 2019, Atento Brasil S.A. entered into an agreement with Banco ABC Brasil for an amount of 7,052 thousand Euros maturing on August 26, 2019 with an annual interest rate of 2.33 %. In connection with the loan, Atento Brasil S.A. entered into a swap agreement through which it receives fixed intere st rates in EURO, in the same amount of the loan agreement, and pays variable interest rate at a rate per annum equal to the average daily rate of the one day “over extragroup” – DI – Inter bank Deposits (as such rate is disclosed by CETIP in the daily rele ase available on its web page), plus a spread of 2.20 % over 30,000 thousand Brazilian Reais. The total outstanding balance was paid on the due date. On August 20, 2019, Atento Brasil S.A. entered into an agreement with Banco ABC Brasil for an amount of 7,7 66 thousand Euros maturing on February 18, 2020 with an annual interest rate of 1.25 %. In connection with the loan, Atento Brasil S.A. entered into a swap agreement through which it receives fixed interest rates in EURO, in the same amount of the loan agre ement, and pays variable interest rate at a rate per annum equal to the average daily rate of the one day “over extragroup” – DI – Inter bank Deposits (as such rate is disclosed by CETIP in the daily release available on its web page), plus a spread of 1.80 % over 35,000 thousand Brazilian Reais. As of December 31, 2019, the outstanding balance was 8,739 thousand U.S. dollars. On April 25, 2017, Atento Brasil S.A. entered into a bank credit certificate (cédula de crédito bancário) with Banco Santander (Brasil ) S.A. in an aggregate principal amount of up to 80,000 thousand Brazilian reais (the “2017 Santander Bank Credit Certificate”), equivalent to approximately 20,646 thousand U.S. dollars as of December 31, 2018 The interest rate of the 2017 Santander Bank C redit Certificate equals to the average daily rate of the one day “over extra-group” – DI – Inter bank Deposits (as such rate is disclosed by CETIP in the daily release available on its web page), plus a spread of 2.70% per annum. The 2017 Santander Bank Cr edit Certificate matures every 180 days and has been renewed ever since, with next maturity date on March 2020 for an aggregate principal amount up 90,000 thousand Brazilian reais, equivalent to 22 , 329 thousand U.S. dollars as of December 31, 2019. As of D ecember 31, 2019, the outstanding balance was zero. On October 16, 2017, Atento El Salvador S.A. de C.V. entered into an overdraft credit agreement with Banco de America Central S.A. (BAC) for an aggregate principal amount of up to 1,600 thousand U.S. doll ars with a 1-year maturity, with an annual interest rate of 8.0 % per annum. The facility was renewed in 2018 and 2019 in equal terms. As of December 31, 2019, the outstanding balance was 805 thousand U.S. dollars. On March 13, 2019, Atento Brasil S.A. entered into a financing agreement with Banco Santander Brasil (“Risco Sacado”) for the annual Microsoft software licenses, for an amount of 23,254 thousand Brazilian reais, maturing on March 9, 2020, with an annual interest rate of 8.9 % per annum. A s of December 31, 2019, the outstanding balance was 5,769 thousand U.S. dollars. On August 13, 2019, Atento Brasil S.A. entered into an overdraft credit line agreement with Banco do Brasil for an amount of 30,000 thousand Brazilian reais, maturing on Octob er 26, 2019 with an annual interest rate of CDI plus 2.127 % per annum. The total outstanding balance was renewed on equal terms, with next maturity date on April 28, 2020. As of December 31, 2019, the outstanding balance was 7,457 thousand U.S. dollars. Financing activities See bel ow the changes in d ebt with third parties arising from financing activities: 2017 Thousands of U.S. dollars December 31, 2016 Cash flows from/(used in financing activities) New leases/ IFRS 16 Interest accrued Interest paid (*) Amortization (addition) fees Translation differences December 31, 2017 New borrowing Amortization Senior Secured Notes 303,350 400,000 (300,000) - 23,609 (23,361) (5,252) - 398,346 Brazilian bonds - Debentures 156,596 22,320 (162,591) - 15,373 (15,331) 837 3,851 21,055 Lease liabilities 3,636 - (2,816) 10,302 425 (425) - (624) 10,498 Other borrowings 71,353 52,145 (69,053) - 5,485 (5,051) - 1,513 56,392 Total 534,935 474,465 (534,460) 10,302 44,892 (44,168) (4,415) 4,740 486,291 2018 Thousands of U.S. dollars December 31, 2017 Cash flows from/(used in financing activities) New leases/ IFRS 16 Interest accrued Interest paid (*) Amortization (addition) fees Translation differences December 31, 2018 New borrowing Amortization Senior Secured Notes 398,346 - - - 24,500 (24,500) 2,245 (556) 400,035 Brazilian bonds - Debentures 21,055 - (3,543) - 1,809 (1,920) (118) (2,575) 14,708 Lease liabilities 10,498 - (4,221) - 856 (856) - (750) 5,527 Other borrowings 56,392 58,462 (73,911) - 3,491 (6,283) - 1,347 39,498 Total 486,291 58,462 (81,675) - 30,656 (33,559) 2,127 (2,534) 459,768 2019 Thousands of U.S. dollars December 31, 2018 Cash flows from/(used in financing activities) New leases/ IFRS 16 Interest accrued Interest paid (*) Amortization (addition) fees Translation differences December 31, 2019 New borrowing Amortization Senior Secured Notes 400,035 100,170 - - 29,779 (27,563) (499) - 501,922 Brazilian Debentures 14,708 - (14,513) - 441 (676) (295) 335 - Lease liabilities 5,527 - (56,088) 211,981 18,307 (812) - 15,850 194,765 Other borrowings 39,498 73,547 (86,966) - 2,728 (2,258) - (2,621) 23,928 Total 459,768 173,717 (157,567) 211,981 51,255 (31,309) (794) 13,564 720,615 (*) For the purposes of the statements of cash flows, it is classified as "interest paid" in oper a ting activities. |