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ATP ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER


HOLLYWOOD, Fla., July 22, 2024 /PRNewswire/ — ATP Tower Holdings, LLC (“ATPTH“), Andean Tower Companions Colombia SAS (“Colombia TowerCo“), Andean Telecom Companions Peru S.R.L. (“Peru TowerCo“) and Andean Telecom Companions Chile SpA (“Chile TowerCo” and, at the side of ATPTH, Colombia TowerCo and Peru TowerCo, “ATP“) announce that ATP has commenced a money gentle do business in (the “Tender Offer“) to buy any and all of ATP’s exceptional 4.05% Senior Connect Notes due 2026 issued through ATP and unconditionally and irrevocably assured through ATP Fiber Colombia SAS, Redes de Fibra del Peru S.R.L. and ATP Fiber Chile SpA (the “Notes“), and lately indexed at the International Change Marketplace of Euronext Dublin. 

The Affectionate Trade in is being made pursuant to the phrases and statuses prepared forth within the do business in to buy dated July 22, 2024 (the “Offer to Purchase” and, at the side of the accompanying Realize of Assured Supply (as outlined herein), the “Offer Documents“).

The Affectionate Trade in will expire at 10:00 a.m. (Fresh York Town generation) on July 30, 2024, except prolonged (such time and generation, as the similar is also prolonged, the “Expiration Time“). Notes tendered in line with the Affectionate Trade in is also withdrawn at any generation at or previous to 10:00 a.m. (Fresh York Town generation) on July 30, 2024, except prolonged (the “Withdrawal Deadline” which, assuming incorrect extension of the Expiration Date, would be the identical time because the Expiration Date). Cost for the Notes which are validly tendered and now not validly withdrawn and which are approved for acquire might be made at the Agreement Age (as outlined within the Trade in to Acquire). The Agreement Age is predicted to be on or round August 2, 2024.

Please see desk units forth the Notes topic to the Affectionate Trade in and the honour payable (the “Tender Offer Consideration“) for Notes approved for acquire within the Affectionate Trade in.

Notes

CUSIP Numbers and ISINs

Main Quantity

Remarkable

Affectionate Trade in
Attention(1)

4.05% Senior Connect 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)

In keeping with US$1,000 main quantity of Notes validly tendered (and now not validly withdrawn) at or previous to the Expiration Date or the Assured Supply Date (as outlined herein) and approved for acquire through us. Excludes Gathered Passion (as outlined herein) to be paid to Holders.

Holders of the Notes might take part within the Affectionate Trade in through validly tendering and now not validly retreating their Notes through the Expiration Date or filing a correctly finished and duly done realize of assured supply instruction (the “Notice of Guaranteed Delivery“) at or previous to the Expiration Date and tendering their Notes at or previous to the Assured Supply Date.

Until the context signifies in a different way, all references to a sound gentle of Notes on this press reduce shall ruthless that (i) such Notes were validly tendered at or previous to the Expiration Date and such gentle or supply has now not been validly withdrawn at or previous to the Withdrawal Closing date or (ii) a Realize of Assured Supply in recognize of such Notes has been validly delivered at or previous to the Expiration Date and such Notes were tendered at or previous to 5:00 p.m. (Fresh York Town generation) on the second one industry hour upcoming the Expiration Date (the “Guaranteed Delivery Time“).

ATP expressly reserves the correct, topic to appropriate regulation, to (1) prolong acceptance of Notes tendered below the Affectionate Trade in, or the cost for Notes approved, (2) prolong the Affectionate Trade in, (3) stop or remove the Affectionate Trade in at any generation if any of the statuses thereto don’t seem to be glad on or previous to the Expiration Date, and (4) if any of the statuses to the Affectionate Trade in don’t seem to be glad, amend, regulate or waive at any generation, or from generation to generation, the phrases of the Affectionate Trade in, together with waiver of any statuses to consummation of the Affectionate Trade in.

The Affectionate Trade in is being made at the same time as with an providing of a untouched sequence of notes (the “New Notes“) through ATP, ATP Fiber Colombia SAS, Redes de Fibra del Peru S.R.L. and ATP Fiber Chile SpA, as co-issuers, in reliance on a number of exemptions from the registration necessities of the U.S. Securities Office of 1933, as amended (the “New Notes Offering“). However any alternative provision of the Affectionate Trade in, and along with, and now not in limitation of, ATP’s rights to increase or amend the Affectionate Trade in, ATP’s legal responsibility to just accept for acquire, and to pay for, any Notes validly tendered and now not validly withdrawn pursuant to the Affectionate Trade in is conditioned upon the delight of or waiver of positive statuses, together with the Financing Situation (as outlined within the Trade in to Acquire), which the Fresh Notes Providing is meant to satisfy, amongst alternative statuses. Negative word can also be for the reason that the Fresh Notes Providing might be priced or settled effectively. ATP reserves the correct, in its sole discretion, to waive any a number of of the statuses at any generation. In incorrect match will this press reduce or the ideas contained on this press reduce in regards to the Fresh Notes represent an do business in to promote or a solicitation of an do business in to shop for any Fresh Notes.

ATP has preoccupied Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Deutsche Storehouse Securities Inc. and Scotia Capital (USA) Inc. to behave because the Broker Managers in reference to the Affectionate Trade in. D.F. King & Co., Inc. is appearing as Affectionate and Data Agent for the Affectionate Trade in.

This announcement is for informational functions most effective, and does now not represent an do business in to buy or promote or a solicitation of an do business in to promote or acquire any securities.

The Affectionate Trade in isn’t being made to holders of Affectionate Notes in any jurisdiction by which ATP is mindful that the making of the Affectionate Trade in would now not be in compliance with the rules of such jurisdiction. In any jurisdiction by which the securities rules or blue sky rules require the Affectionate Trade in to be made through a certified dealer or broker, the Affectionate Trade in might be deemed to be made on ATP’s behalf through the Broker Managers or a number of registered agents or sellers which are approved below the rules of such jurisdiction. Any questions or calls for help in regards to the Affectionate Trade in is also directed to Goldman Sachs & Co. LLC toll-free at +1 (800) 828-3182 or gather at +1 (212) 357-1452, J.P. Morgan Securities LLC toll-free at +1 (866) 846-2874 or gather at +1 (212) 834-7279, Deutsche Storehouse Securities Inc. toll-free at +1 (866) 627-0391 or gather at +1 (212) 250-2955, or Scotia Capital (USA) Inc. toll loose at +1 (800) 372-3930 or gather at +1 (212) 225-5559. The Trade in Paperwork can also be accessed at refer to hyperlink: www.dfking.com/atp.

Holders are recommended to test with any locker, securities dealer or alternative middleman wherein they keep Notes as to when such middleman would want to obtain directions from such holder to bring for that holder so that you can take part in, or remove their instruction to take part in, the Affectionate Trade in, earlier than the cut-off dates specified herein and within the Trade in Paperwork. The cut-off dates prepared through one of these middleman and the related clearing programs for the submission and withdrawal of gentle directions may also be previous than the related cut-off dates specified herein and within the Trade in Paperwork.

The Affectionate Trade in is being made totally pursuant to the Trade in Paperwork. The Trade in Paperwork have now not been filed with, and feature now not been licensed or reviewed through any federal or situation securities fee or regulatory authority of any nation. Negative authority has handed upon the accuracy or adequacy of the Trade in Paperwork or any alternative paperwork matching to the Affectionate Trade in, and it’s illegal and is also against the law to form any illustration on the contrary.

Ahead-Taking a look Statements

This press reduce incorporates forward-looking statements. Ahead-looking statements are data of a non-historical nature or which relate to generation occasions and are topic to dangers and uncertainties. Negative word can also be for the reason that the transactions described herein might be consummated or as to the last phrases of one of these transactions. ATP undertakes incorrect legal responsibility to publicly replace or revise any forward-looking statements, whether or not on account of untouched data or generation occasions or for any alternative reason why.

SOURCE ATP Tower Holdings, LLC



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