HOLLYWOOD, Fla., July 30,
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") announced today
the termination of their previously announced cash tender offer
(the "Tender Offer") for any and all of their outstanding 4.05%
Senior Secured Notes due 2026 (the "Notes") pursuant to the terms
and conditions set forth in the offer to purchase dated
July 22, 2024 (the "Offer to
Purchase") and the accompanying notice of guaranteed delivery
instruction (the "Notice of Guaranteed Delivery" and, together with
the Offer to Purchase, the "Offer Documents"). Capitalized
terms used but not defined herein have the meanings assigned to
them in the Offer Documents.
The Tender Offer expired at 10:00
a.m. (New York City time)
on July 30, 2024 (the "Expiration
Time"). ATP's obligation to accept for purchase, and to pay for,
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer was subject to the conditions set forth in the Offer
Documents, which included, among others, the Pricing Condition. The
Pricing Condition provides that the Tender Offer is conditioned on
the successful pricing of a new series of notes, on terms and
conditions reasonably satisfactory to ATP and the other co-issuers
of the new notes, yielding net proceeds sufficient to pay the
consideration under the Tender Offer and all fees and expenses in
connection therewith. The Pricing Condition was not satisfied as of
the Expiration Time due to market conditions, and accordingly the
Tender Offer is being terminated. All Notes tendered in the Tender
Offer will be promptly returned or credited back to their
respective tendering holders.
The Tender Offer was not made to holders of Notes in any
jurisdiction in which ATP was aware that the making of the Tender
Offer would not have been in compliance with the laws of such
jurisdiction. In any jurisdiction in which the securities laws or
blue sky laws required the Tender Offer to have been made by a
licensed broker or dealer, the Tender Offer was deemed to have been
made on ATP's behalf by the Dealer Managers or one or more
registered brokers or dealers that licensed under the laws of such
jurisdiction.
D.F. King & Co., Inc. acted as the Tender and Information
Agent for the Tender Offer. Questions or requests for assistance
related to the Tender Offer may be directed to D.F. King & Co.,
Inc. at +1 (877) 732-3619 (U.S. toll free), +1 (212) 269-5550
(collect). The Offer Documents can be accessed at the following
link: www.dfking.com/atp (website). ATP retained 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.
This press release is for informational purposes only. This
press release shall not constitute an offer to sell or buy or the
solicitation of an offer to buy or sell any securities, nor shall
there be any offer, solicitation or sale of any securities in any
state or other jurisdiction in which such an offer, solicitation or
sale would be unlawful.
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