ATP ANNOUNCES TERMINATION OF ITS CASH TENDER OFFER FOR ANY AND ALL OF ITS 4.05% SENIOR SECURED NOTES DUE 2026

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 ATP's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer was subject to the conditions set forth in the Offer Documents, which included, among others, the Pricing Condition.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.

SOURCE ATP Tower Holdings, LLC