ATP TOWER HOLDINGS, LLC
ANDEAN TOWER PARTNERS COLOMBIA SAS
ANDEAN TELECOM PARTNERS PERU S.R.L.
ANDEAN TELECOM PARTNERS CHILE SpA
OFFER TO PURCHASE FOR CASH ANY AND ALL OF THEIR
4.05% SENIOR SECURED NOTES DUE 2026
The Tender Offer (as defined herein) will expire at 10:00 a.m. (New York City time) on January 28, 2025, unless extended (such date and time, as the same may be extended, the “Expiration Time”).
Holders (“Holders”) of the 4.05% Senior Secured Notes due 2026 (the “Notes”) issued by ATP Tower Holdings, LLC, Andean Tower Partners Colombia SAS, Andean
Telecom Partners Peru S.R.L. and Andean Telecom Partners Chile SpA, and unconditionally and irrevocably guaranteed by ATP Fiber Colombia SAS, Redes de Fibra
del Peru S.R.L. and ATP Fiber Chile SpA, and currently listed on the Global Exchange Market of Euronext Dublin, 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
(as defined below).
Payment for the Notes that are validly tendered and not validly withdrawn and that are accepted for purchase will be made on the Settlement Date. It is anticipated that the Settlement Date will be on or around February 3, 2025.
Notes tendered in accordance with the Tender Offer may be withdrawn at any time at or prior to 10:00 a.m. (New York City time) on January 28, 2025,
unless extended (the “Withdrawal Deadline” which, assuming no extension of the Expiration Time, will be the same date as the Expiration Time).
Our obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned on the
satisfaction of certain conditions, including the Financing Condition (as defined herein). We reserve the right, in our sole discretion, to waive any one or
more of the conditions at any time.
Unless the context indicates otherwise, all references to a valid tender of Notes in this Statement 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tendered at or prior to the Expiration Time and such tender or delivery has not been validly withdrawn at or prior to the Withdrawal Deadline or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”). There will be no Letter of Transmittal for the Tender Offer.
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Principal Amount Outstanding
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Tender Offer Consideration(1)
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4.05% Senior Secured Notes due 2026
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CUSIP Numbers:
144A: 00216D AA9
Reg S: P1000P AA3
ISINs:
144A: US00216DAA90
Reg S: USP1000PAA32
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US$375,000,000
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US$990
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(1) Per US$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by us at or prior to the Expiration
Time or the Guaranteed Delivery Time (as defined below). Excludes Accrued Interest (as defined herein) to be paid to Holders.
To view copie(s) of the Tender Offer document(s) please click on the link(s) below
Offer to Purchase
Notice of Guaranteed Delivery
The Tender and Information Agent for the Offer is:
D.F. KING & CO., INC.
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48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers call: +1 (212) 269-5550
Toll Free: +1 (877) 478-5045
Email: atp@dfking.com
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Any questions regarding procedures for tendering Notes or requests for additional copies of this Statement and the Notice of Guaranteed Delivery should be
directed to the Information Agent at the address and telephone numbers set forth above.
Any questions regarding the terms of the Tender Offer should be directed to the Dealer Managers at the addresses and telephone numbers set forth below.
The Dealer Managers for the Tender Offer are:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Attention: Liability Management Group
Toll-Free: +1 (800) 828-3182
Collect: +1 (212) 357-1452
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J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Latin America Debt Capital Markets
Toll Free: +1 (866) 846-2874
Collect: +1 (212) 834-7279
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Deutsche Bank Securities Inc.
1 Columbus Circle
New York, New York 10019
Attention: Liability Management Group
Toll-Free: +1 (866) 627-0391
Collect: +1 (212) 250-2955
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Scotia Capital (USA) Inc.
250 Vesey Street
New York, NY 10281
Attention: Debt Capital Markets
Toll-Free: +1 (800) 372-3930
Collect: +1 (212) 225-5559
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