HOLLYWOOD, Fla., July 22, 2024 /PRNewswire/ — ATP Tower Holdings, LLC (“ATPTH”), Andean Tower Partners Colombia SAS (“Colombia TowerCo”), Andean Telecom Partners Peru S.R.L. (“Peru TowerCo”) and Andean Telecom Partners Chile SpA (“Chile TowerCo” and, together with ATPTH, Colombia TowerCo and Peru TowerCo, “ATP”) announce that ATP has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of ATP’s outstanding 4.05% Senior Secured Notes due 2026 issued by ATP and unconditionally and irrevocably guaranteed by ATP Fiber Colombia SAS, Redes de Fibra del Peru S.R.L. and ATP Fiber Chile SpA (the “Notes”), and currently listed on the Global Exchange Market of Euronext Dublin.
The Tender Offer is being made pursuant to the terms and conditions set forth in the offer to purchase dated July 22, 2024 (the “Offer to Purchase” and, together with the accompanying Notice of Guaranteed Delivery (as defined herein), the “Offer Documents”).
The Tender Offer will expire at 10:00 a.m. (New York City time) on July 30, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Notes tendered in accordance with the Tender Offer may be withdrawn at any time at or prior to 10:00 a.m. (New York City time) on July 30, 2024, unless extended (the “Withdrawal Deadline” which, assuming no extension of the Expiration Time, will be the same date as the Expiration Time). Payment for the Notes that are validly tendered and not validly withdrawn and that are accepted for purchase will be made on the Settlement Date (as defined in the Offer to Purchase). The Settlement Date is anticipated to be on or around August 2, 2024.
The following table sets forth the Notes subject to the Tender Offer and the consideration payable (the “Tender Offer Consideration”) for Notes accepted for purchase in the Tender Offer.
Notes
CUSIP Numbers and ISINs
Principal Amount
Outstanding
Tender Offer
Consideration(1)
4.05% Senior Secured Notes
due 2026
CUSIP Numbers:
144A: 00216D AA9
Reg S: P1000P AA3
ISINs:
144A: US00216DAA90
Reg S: USP1000PAA32
US$375,000,000
US$990
(1)
Per US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Time or the Guaranteed Delivery Time (as defined herein) and accepted for purchase by us. Excludes Accrued Interest (as defined herein) to be paid to Holders.
Holders of the Notes may participate in the Tender Offer by validly tendering and not validly withdrawing their Notes by the Expiration Time or submitting a properly completed and duly executed notice of guaranteed delivery instruction (the “Notice of Guaranteed Delivery”) at or prior to the Expiration Time and tendering their Notes at or prior to the Guaranteed Delivery Time.
Unless the context indicates otherwise, all references to a valid tender of Notes in this press release shall mean that (i) such Notes have been validly tendered at or prior to the Expiration Time and such tender or delivery has not been validly withdrawn at or prior to the Withdrawal Deadline or (ii) a Notice of Guaranteed Delivery in respect of such Notes has been validly delivered at or prior to the Expiration Time and such Notes have been tendered at or prior to 5:00 p.m. (New York City time) on the second business day after the Expiration Time (the “Guaranteed Delivery Time”).
ATP expressly reserves the right, subject to applicable law, to (1) delay acceptance of Notes tendered under the Tender Offer, or the payment for Notes accepted, (2) extend the Tender Offer, (3) terminate or withdraw the Tender Offer at any time if any of the conditions thereto are not satisfied on or prior to the Expiration Time, and (4) if any of the conditions to the Tender Offer are not satisfied, amend, modify or waive at any time, or from time to time, the terms of the Tender Offer, including waiver of any conditions to consummation of the Tender Offer.
The Tender Offer is being made concurrently with an offering of a new series of notes (the “New Notes”) by ATP, ATP Fiber Colombia SAS, Redes de Fibra del Peru S.R.L. and ATP Fiber Chile SpA, as co-issuers, in reliance on one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the “New Notes Offering”). Notwithstanding any other provision of the Tender Offer, and in addition to, and not in limitation of, ATP’s rights to extend or amend the Tender Offer, ATP’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction of or waiver of certain conditions, including the Financing Condition (as defined in the Offer to Purchase), which the New Notes Offering is intended to fulfill, among other conditions. No assurance can be given that the New Notes Offering will be priced or settled successfully. ATP reserves the right, in its sole discretion, to waive any one or more of the conditions at any time. In no event will this press release or the information contained in this press release regarding the New Notes constitute an offer to sell or a solicitation of an offer to buy any New Notes.
ATP has engaged Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Scotia Capital (USA) Inc. to act as the Dealer Managers in connection with the Tender Offer. D.F. King & Co., Inc. is acting as Tender and Information Agent for the Tender Offer.
This announcement is for informational purposes only, and does not constitute an offer to purchase or sell or a solicitation of an offer to sell or purchase any securities.
The Tender Offer is not being made to holders of Tender Notes in any jurisdiction in which ATP is aware that the making of the Tender Offer would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on ATP’s behalf by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any questions or requests for assistance regarding the Tender Offer may be directed to Goldman Sachs & Co. LLC toll-free at +1 (800) 828-3182 or collect at +1 (212) 357-1452, J.P. Morgan Securities LLC toll-free at +1 (866) 846-2874 or collect at +1 (212) 834-7279, Deutsche Bank Securities Inc. toll-free at +1 (866) 627-0391 or collect at +1 (212) 250-2955, or Scotia Capital (USA) Inc. toll free at +1 (800) 372-3930 or collect at +1 (212) 225-5559. The Offer Documents can be accessed at the following link: www.dfking.com/atp.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and the relevant clearing systems for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.
The Tender Offer is being made solely pursuant to the Offer Documents. The Offer Documents have not been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer Documents or any other documents related to the Tender Offer, and it is unlawful and may be a criminal offense to make any representation to the contrary.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. ATP undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
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SOURCE ATP Tower Holdings, LLC
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