ATP in $500 Million Offering and Related Transactions

Cleary Gottlieb represented Andean Telecom Partners (ATP), acting through co-issuers ATP Tower Holdings LLC, Andean Tower Partners Colombia SAS, ATP Fiber Colombia SAS, Andean Telecom Partners Peru S.R.L., Redes de Fibra del Peru S.R.L., Andean Telecom Partners Chile SpA, and ATP Fiber Chile SpA, in its offering of $500 million aggregate principal amount of 7.875% senior secured notes due 2030.

Cleary also advised ATP on its concurrent abbreviated offer to purchase for cash any and all of its outstanding 4.05% senior secured notes due 2026 and a $120 million amended and restated revolving credit facility.

The notes offering was conducted as a private placement in reliance on Rule 144A and Regulation S of the U.S. Securities Act of 1933. It launched on January 21, 2025, priced on January 28, 2025, and settled on February 3, 2025. The notes are expected to be listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market thereof.

The tender offer launched concurrently on January 21, 2025, expired on January 28, 2025, and settled on February 3, 2025. The revolving credit facility became effective on February 3, 2025, and has a term of four years.

Goldman Sachs & Co. LLC and J.P. Morgan acted as global coordinators and joint bookrunners, Deutsche Bank Securities and Scotiabank acted as joint bookrunners, and PJT Partners acted as co-manager for the notes offering. Goldman Sachs & Co. LLC, J.P. Morgan, Deutsche Bank Securities, and Scotiabank acted as the dealer managers for the tender offer. The Bank of Nova Scotia is serving as administrative agent and lender under the revolving credit facility, and the other lenders include Bancolombia (Panamá) S.A., Deutsche Bank AG, Goldman Sachs Bank USA, and JPMorgan Chase Bank N.A.

ATP is one of the largest independent providers of telecommunications and digital infrastructure in the Andean region. It operates in Colombia, Peru and Chile, Ecuador, and Paraguay, and serves telecom operators and wireless carriers. ATP plays a central role in enabling mobile and broadband connectivity in the Andean region.