UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of February, 2023

Commission File Number: 001-36671

ATENTO S.A.
(Translation of Registrant’s name into English)

1, rue Hildegard Von Bingen, 1282, Luxembourg

Grand Duchy of Luxembourg
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ]  Form 40-F [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes [ ]  No [ X ]

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes [ ]  No [ X ]

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 
 

Atento S.A. (NYSE: ATTO, “Atento”) satisfied certain conditions precedent and received funding under the financing arrangements previously announced on February 15, 2023 with a group of certain existing investors in Atento. The new debt financing addresses the company’s near-term liabilities and provides the company with additional financial flexibility. The total capital raised is approximately $40 million.

As already disclosed on February 15, 2023, the primary terms of the debt financing are:

·Atento Luxco 1 issued senior secured notes due 2025. Interest on the new notes is 10% per annum payable in cash and 10% per annum payable in additional new notes. Interest is payable every three months.
·The new senior secured notes due 2025 are secured by selected receivables of certain subsidiaries.
·In addition, Atento issued 7,795,800 warrants to subscribe for shares at an exercise price of $3.78.

·                 Atento Luxco 1 will use reasonable endeavors to explore an exchange of existing senior secured notes due 2026 held by the investors with an equal principal amount of priority secured notes due 2026 to the extent permitted under the terms of the existing debt documents and subject to other conditions.

·The proceeds will be used by Atento and its subsidiaries to make certain payments under financing agreements as well as to finance transaction costs.

The agreements for the new debt financing also provide that, subject to certain conditions and within a maximum period of six months from the issuance of the new notes, Atento may permit other qualified investors to purchase additional senior secured notes due 2025 for a maximum amount of approximately $20 million, in which case these investors would also receive warrants with similar terms and would have the ability to participate in the above-referenced exchange on a pro rata basis to their holdings in the existing senior secured notes due 2026.

Atento used a portion of the proceeds of the new financing to make certain payments derived from its hedging arrangements. Atento has already completed the February coupon payment under its senior secured notes due 2026.

Copies of the financing documents and other materials are attached as exhibits.

Forward-Looking Statements

This report contains forward-looking statements. Forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “continue” or similar terminology. In particular, these forward-looking statements include those about Atento’s liquidity and financial position and the transformation of its operations in the medium term. These statements reflect only Atento’s current expectations and are not guarantees of future outcomes, performance or results. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Risks and uncertainties include, but are not limited to, actions by Atento’s lenders and other financing sources; Atento’s future cash requirements; competition in Atento’s highly competitive industries; increases in the cost of voice and data services or significant interruptions in these services; Atento’s ability to keep pace with its clients’ needs for rapid technological change and systems availability; the continued deployment and adoption of emerging technologies; the loss, financial difficulties or bankruptcy of any key clients; the effects of global economic trends on the businesses of Atento’s clients; the non-exclusive nature of Atento’s client contracts and the absence of revenue commitments; security and privacy breaches of the systems Atento uses to protect personal data; the cost of pending and future litigation; the cost of defending Atento against intellectual property infringement claims; extensive regulation affecting many of Atento’s businesses; Atento’s ability to protect its proprietary information or technology; service interruptions to Atento’s data and operation centers; Atento’s ability to retain key personnel and attract a sufficient number of qualified employees; increases in labor costs and turnover rates; the political, economic and other conditions in the countries where Atento operates; changes in foreign exchange rates; Atento’s ability to complete future acquisitions and integrate or achieve the objectives of its recent and future acquisitions; future impairments of our substantial goodwill, intangible assets, or other long-lived assets; and Atento’s ability to recover consumer receivables on behalf of its clients. Atento is also subject to other risk factors described in documents filed by the company with the United States Securities and Exchange Commission. These forward-looking statements speak only as of the date on which the statements were made. Atento undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

 
 

The securities issued in connection with the transactions described herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release is not an offer of any securities for sale or solicitation of an offer to buy any securities.

 

 

 
 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATENTO S.A.
(Registrant)

Date: February 23, 2023

By:  /s/ Dimitrius Oliveira

Name: Dimitrius Oliveira
Title: CEO

 

 
 

INDEX OF EXHIBITS

 

Exhibit 99.1          

Note Purchase Agreement dated 15 February 2023

Exhibit 99.2          

Note Purchase Confirmation Annex dated 17 February 2023

Exhibit 99.3          

Deed of Covenant dated 17 February 2023

Exhibit 99.4

Warrant Instrument dated 17 February 2023

Exhibit 99.5

Guarantor Deed of Accession of Atento Atención Y Servicios, S.A. DE C.V. dated 17 February 2023

Exhibit 99.6

Guarantor Deed of Accession of Atento Brasil S.A. dated 17 February 2023

Exhibit 99.7

Guarantor Deed of Accession of Atento Chile S.A. dated 17 February 2023

Exhibit 99.8

Guarantor Deed of Accession of Atento Colombia S.A. dated 17 February 2023

Exhibit 99.9

Guarantor Deed of Accession of Atento México Holdco, S. de R.L. de C.V.

Exhibit 99.10

Guarantor Deed of Accession of Atento S.A. dated 17 February 2023

Exhibit 99.11

Guarantor Deed of Accession of Atento Servicios, S.A. de C.V. dated 17 February 2023

Exhibit 99.12

Guarantor Deed of Accession of Atalaya Luxco Midco dated 17 February 2023

Exhibit 99.13

Guarantor Deed of Accession of Teleatento Del Perú S.A.C. dated 17 February 2023

Exhibit 99.14

Extract of Side Letter to Note Purchase Agreement dated 15 February 2023

Exhibit 99.15

Cleansing Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXTRACT OF SIDE LETTER TO THE NOTE PURCHASE AGREEMENT

Below is an extract of a Side Letter to the Note Purchase Agreement dated 15 February 2023 and entered into among Atento Luxco 1 (the “Company”) and Aquiline Credit Opportunities Fund L.P., Intrepid Income Fund, Intrepid Capital Fund and GLG Partners Limited (acting in its capacity as general partner of GLG Partners LP, acting in its capacity as investment manager or sub-investment manager of certain funds) (the “New Note Purchasers”).

 

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2.       Make-Whole Premium

(a)The Company will pay or will cause to be paid, on the date of any prepayment, redemption, other repayment, acceleration in accordance with Condition 14.6 (Acceleration) (including, without limitation, automatic acceleration upon operation of law upon the occurrence of a bankruptcy or insolvency event), or satisfaction or release by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means, in any case (each, a “Make Whole Event”), of principal in respect of any Note, whensoever the same may occur (and including for the avoidance of doubt any Delayed Draw Note) (each, a "Make Whole Date"), to each New Note Purchaser in accordance with its pro rata share of the Notes which are subject to such Make Whole Event (to the extent the holder of record of Notes which are subject to such Make Whole Event) a fee in an amount (calculated by the New Note Purchasers, which amount shall be conclusive absent manifest error) equal to the excess (to the extent positive) of:
(i)the present value on the Make Whole Date of (x) 100 per cent. of the principal amount of Notes of each New Note Purchaser that are subject to such Make Whole Event plus (y) all required and scheduled interest payments that would otherwise have accrued or been due on the principal amount so prepaid or redeemed from (and including) the Make Whole Date to (and including) the date falling 18 months after the Initial Issue Date, computed upon the date of such Make Whole Event using a discount rate equal to the Adjusted Treasury Rate plus 50 basis points; over
(ii)the principal amount of Notes of that New Note Purchaser that are subject to such Make Whole Event

(the "Make Whole Premium").

(b)It is understood and agreed that the Make Whole Premium applicable at the time of a Make Whole Event, as applicable, shall constitute part of the Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each New Note Purchaser’s lost profits as a result thereof. Any Make Whole Premium payable under the terms of this letter shall be presumed to be the liquidated damages sustained by each New Note Purchaser as the result of the early termination, and the Company, on behalf of itself and each other Obligor, agrees that it is reasonable under the circumstances currently existing. THE COMPANY (ON BEHALF OF ITSELF AND EACH OTHER OBLIGOR) EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREMIUM IN CONNECTION WITH SUCH PREPAYMENT OR ACCELERATION. The Company, on behalf itself and each other Obligor, expressly agrees (to the fullest extent that it may lawfully do so) that: (A) the Make Whole Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Make Whole Premium shall be payable notwithstanding the then-prevailing market rates at the time payment is made; (C) there has been a course of conduct between the New Note Purchasers and the Company (and the other Obligors) giving specific consideration in this transaction for such agreement to pay the Make Whole Premium; and (D) the Company shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Company expressly acknowledges that its agreement to pay the Make Whole Premium to the New Note Purchasers as herein described is a material inducement to the New Note Purchasers to provide the commitments in respect of the Delayed Draw Notes and purchase the Initial Notes on the date hereof.
 
 

(c)The Make Whole Premium payable to any New Note Purchaser shall be reduced by the amount of any Applicable Premium or similar prepayment fee or premium paid or to be paid by the Company (or on its behalf) to that New Note Purchaser in connection with that Make Whole Event.
(d)For the purpose of this Clause 2:

"Adjusted Treasury Rate" means, with respect to any Make Whole Date, (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the date falling 18 months after the Initial Issue Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined by the New Note Purchasers in their sole discretion and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Make Whole Date, in each case calculated on the third Business Day immediately preceding such Make Whole Date.

"Comparable Treasury Issue" means the U.S. Treasury security having a maturity comparable to the date falling 18 months after the Initial Issue Date that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities with a maturity comparable to the date falling 18 months after the Initial Issue Date.

 
 

"Comparable Treasury Price" means with respect to any Make Whole Date, if paragraph (2) of the definition of "Adjusted Treasury Rate" is applicable, the average of three (or such lesser number as obtained by the Issuer) Reference Treasury Dealer Quotations for such Make Whole Date.

Reference Treasury Dealer” means each of any three investment banks of recognized standing that is a primary U.S. Government securities dealer in The City of New York, selected by the New Note Purchasers in good faith.

Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Make Whole Date, the average as determined by the New Note Purchasers in good faith, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Make Whole Date.

8.Miscellaneous
(a)Except as otherwise expressly provided in this letter, the terms of this letter may be enforced only by a party to it and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded. Notwithstanding any term of this letter, no consent of a third party is required for any termination or amendment of this letter.
(b)Each New Note Purchaser may allocate, assign, novate, or otherwise transfer or sub-participate any of its rights and/or obligations under Clause 2 of this letter to any of its affiliates or any fund, investment vehicle or other entity managed by it, or any affiliate, depositary or nominee of or for any of the foregoing (and those transferees may allocate, assign, novate, or otherwise transfer or sub-participate any such rights and/or obligations as between themselves) in the same manner as set forth in Condition 15 (Changes to the Note Purchasers).
(c)The terms of this letter shall severally terminate with respect to any New Note Purchaser at such time as that New Note Purchaser ceases to be the holder of record of any Notes (save to the extent it has allocated, assigned, novated or transferred its rights under Clause 2 of this letter in accordance with paragraph (b) above, and in such case only those rights shall survive), but only with respect to such New Note Purchaser, and on and from such time the Company shall be under no further obligations towards that New Note Purchaser under this letter, and the defined term “New Note Purchasers” as used herein, shall be construed as including only those New Note Purchasers that are holders of record of Notes and (where applicable) such transferees of rights under Clause 2 of this letter.

 

 
 

 

This letter and any non-contractual obligations arising out of or in connection with it are governed by English law. The provisions of Condition 30.1 (Jurisdiction of English courts) and Condition 30.2 (Service of process) of the Conditions shall apply to this letter as if set out herein in full mutatis mutandis.

 

 

In connection with the new financing, Atento discloses that:

·as part of its 5-year plan, it projects for fiscal year 2023 EBITDA of $184 million, EBITDA without the effects of IFRS 16 of $131 million, operating cash flow of $93 million (net of changes in working capital of +$24 million, capital expenditures of -$49 million and income tax of -$12 million) and free cash flow of $3 million (net of expected financial expenses prior to this financing of $90 million);

 

·at the end of January 2023, it had an ending cash balance of $87 million. In the absence of this new financing but assuming other facilities continue rolling, Atento’s 2023 monthly status-quo forecasts project a cash low of c.-$16 million and c.-$18 million in March and April respectively, with a subsequent cash low of c.-$13 million in August of this year (after meeting its expected financial commitments); and

 

·as of December 2022, it had total unencumbered receivables of $193 million (including billed receivables of $87 million and unbilled receivables of $106 million) with a blue-chip customer base. Prior to the new financing, top 5 and top 10 obligors represented 54% and 62% of the total unencumbered receivable amount, respectively.