ATP ANNOUNCES PRICING OF INTERNATIONAL CAPITAL MARKETS OFFERING AND EXPIRATION OF CASH TENDER OFFER

HOLLYWOOD, Fla., Jan. 28, 2025 /PRNewswire/ -- ATP Tower Holdings, LLC ("ATPTH"), Andean Tower Partners Colombia SAS ("Colombia TowerCo"), ATP Fiber Colombia SAS ("Colombia FiberCo"), Andean Telecom Partners Peru S.R.L. ("Peru TowerCo"), Redes de Fibra del Peru S.R.L. ("Peru FiberCo"), Andean Telecom Partners Chile SpA ("Chile TowerCo") and ATP Fiber Chile SpA ("Chile FiberCo" and, together with ATPTH, Colombia TowerCo, Colombia FiberCo, Peru TowerCo, Peru FiberCo and Chile TowerCo, the "ATP Co-Issuers") announced the pricing of their offering of US$500,000,000 7.875% senior secured notes due 2030 (the "New Notes") in the international capital markets. ATPTH, Colombia TowerCo, Peru TowerCo and Chile TowerCo (collectively, the "ATP Co-Offerors") also announced that their cash tender offer (the "Tender Offer") expired at 9:00 a.m. (New York City time) on January 28, 2025 (the "Expiration Time").

New Notes

The New Notes will be issued by the ATP Co-Issuers. The offering of the New Notes was made in reliance on one or more exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The pricing of the offering of the New Notes occurred on January 28, 2025, and the ATP Co-Issuers expect to issue the New Notes on February 3, 2025. No assurance can be given that the New Notes will settle successfully. 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.

Cash Tender Offer

The Tender Offer to purchase any and all of the ATP Co-Offerors' outstanding 4.05% Senior Secured Notes due 2026 issued by the ATP Co-Offerors and unconditionally and irrevocably guaranteed by Colombia FiberCo, Peru FiberCo and Chile FiberCo (the "Existing Notes") was made pursuant to the terms and conditions set forth in the offer to purchase dated January 21, 2025 (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").

At the Expiration Time, valid tenders had been received in the amounts set forth in the table below.

__________________________________________

In order to be eligible to participate in the Tender Offer, holders of Existing Notes reflected in Notices of Guaranteed Delivery received by the ATP Co-Offerors prior to the Expiration Time must validly tender such Existing Notes pursuant to the Guaranteed Delivery Procedures by 5:00 p.m. (New York City time) on January 30, 2025, unless extended by ATP (the "Guaranteed Delivery Time").

The obligation of the ATP Co-Offerors to pay for Existing Notes validly tendered pursuant to the Tender Offer, or Existing Notes with respect to which a properly completed Notice of Guaranteed Delivery was delivered at or prior to the Expiration Time, is subject to, and conditioned upon, the satisfaction or waiver of certain conditions as set forth in the Offer Documents, in the sole discretion of the ATP Co-Offerors. The terms and conditions of the Tender Offer are described in the Offer Documents previously distributed to the holders of Existing Notes.

The ATP Co-Offerors expect to accept for purchase all Existing Notes validly tendered and not validly withdrawn in the Tender Offer and expect to make payment for the Existing Notes plus Accrued Interest in same-day funds on February 3, 2025 (the "Settlement Date").

The final principal amount of Existing Notes that will be purchased by the ATP Co-Offerors on the Settlement Date is subject to change based on deliveries of Existing Notes pursuant to the Guaranteed Delivery Procedures. A press release announcing the final results of the Tender Offer is expected to be issued on or promptly after the Settlement Date.

The ATP Co-Offerors 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.

The Offer Documents can be accessed at the following link: www.dfking.com/atp 

This press release is neither an offer to purchase nor a solicitation of an offer to sell any Existing Notes in the Tender Offer. The Tender Offer was made only by, and pursuant to the terms of, the Offer Documents. The Tender Offer was not made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction, and does not constitute an offer to buy or the solicitation of an offer to sell Existing Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws required the Tender Offer to be made by a licensed broker or dealer, the Tender Offer was deemed to be made on behalf of the ATP Co-Offerors by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.

The New Notes are being offered and sold only to qualified institutional buyers in the United States in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Notes have not been registered under the Securities Act or any state or other jurisdiction's securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

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.

The Tender and Information Agent for the Tender Offer is:

D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Toll Free: +1 (877) 478-5045
Banks & Broker Call: +1 (212) 269-5550
Email: [email protected]

SOURCE ATP Tower Holdings, LLC