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Atento Reports HPS Investment, Farallon Will Buy Shares Held By Bain Capital In Exchange For Notes

On May 6, 2020, a Share Transfer Agreement was signed by Bain Capital and the Institutional Investors, which are each investing independently, to transfer substantially all of Bain Capital's shares in Atento owned by

Benzinga · 05/07/2020 12:08

On May 6, 2020, a Share Transfer Agreement was signed by Bain Capital and the Institutional Investors, which are each investing independently, to transfer substantially all of Bain Capital's shares in Atento owned by Atalaya Luxco Pikco S.C.A., an entity controlled by Bain Capital, in exchange for notes held by the Institutional Investors. The Share Transfer Agreement is subject to regulatory conditions, including antitrust approvals in Brazil and Mexico.

Atento has concurrently entered into a Director Nomination Agreement with each of HPS, GIC and Farallon individually, allowing each investor to propose candidates to be nominated to the Company's Board of Directors, subject to shareholder approval. HPS will have the right to propose two directors, while GIC and Farallon will each have the right to propose one director. Also, HPS, GIC and Farallon have each agreed to certain transfer restrictions with regards to their Atento shares for a period of 24 months from the date of completion of the Transaction. Atento also entered into a Registration Rights Agreement with each of HPS, GIC and Farallon individually. The Director Nomination Agreements and Registration Rights Agreement will become effective on the completion of the Transaction. Atento will also terminate the existing Registration Rights Agreement with Atalaya Luxco Pikco S.C.A. effective on completion of the Transaction. Following the Transaction, Atento expects that HPS will hold approximately 25%, GIC 22% and Farallon 15% of the shares in the Company. The arrangements with these investors are intended to ensure that there are no impacts on Atento's day-to-day business operations.