Cleary and Simpson Thacher assist in ATP offering and credit facility
Cleary Gottlieb has assisted Andean Telecom Partners (ATP), acting through co-issuers ATP Tower Holdings, Andean Tower Partners Colombia, ATP Fiber Colombia, Andean Telecom Partners Peru, Redes de Fibra del Peru, Andean Telecom Partners Chile and ATP Fiber Chile, in its offering of $500m aggregate principal amount of 7.875% senior secured notes due 2030. Simpson Thacher represented the initial purchasers.
Cleary also advised ATP on its concurrent short-form cash tender offer for any and all of its 4.05% senior secured notes due 2026 and a $120 million amended and restated revolving credit facility.
Simpson Thacher also represented the transaction managers in connection with the tender offer and The Bank of Nova Scotia, as administrative agent, and the lenders in connection with the amendment and restatement of the credit facility.
The note offering was conducted as a private placement under Rule 144A and Regulation S under the US Securities Act of 1933. It was launched on 21 January, priced on 28 January and settled on 3 February. The notes are expected to be listed on the official list of Euronext Dublin and admitted to trading on the Global Exchange Market of Euronext Dublin.
The revolving credit facility came into effect on 3 February and has a duration of four years. The obligations under the revolving credit facility benefit from the same guarantees as the notes.
The net proceeds from the offering of the notes were used to pay the consideration for the concurrent tender offer in cash, to repay obligations under other existing indebtedness of ATP and certain of its subsidiaries and to pay transaction-related fees and expenses, as well as for general corporate purposes.
Goldman Sachs & Co. and J.P. Morgan acted as global coordinators and joint bookrunners, while Deutsche Bank Securities and Scotiabank acted as joint bookrunners and PJT Partners acted as co-manager in connection with the note offering. Goldman Sachs & Co, J.P. Morgan, Deutsche Bank Securities and Scotiabank acted as dealer managers in connection with the tender offer. The Bank of Nova Scotia acts as administrative agent and lender under the revolving credit facility. The other lenders are Bancolombia (Panama), Deutsche Bank AG, Goldman Sachs Bank USA and JPMorgan Chase Bank.
ATP, together with its subsidiaries, is one of the largest independent telecommunications and digital infrastructure providers in the Andean region. It operates in Colombia, Peru, Chile, Ecuador and Paraguay and provides services to telecommunications and wireless operators. ATP and its subsidiaries own and operate more than 4,400 towers and approximately 11,500 kilometres of fibre networks in the Andean region.
Cleary’s corporate team consisted of partner Juan Giráldez (pictured left), associates Laura Daugherty, Rodrigo López Lapeña and Mauricio Nieto, and law clerk Cosmo Albrecht. Partner Matthew Brigham and associates Victoria Ju and Julia Huang advised on tax matters. Juan Giráldez is based in São Paulo, while the other lawyers are based in New York.
Simpson Thacher’s team consisted of partners Juan Francisco Méndez (pictured centre) and Jonathan E. Cantor (pictured right), senior counsel Kirsten L. Davis, associates Doug Ogata and Preston Irace, and international associate Santiago Osorio.
