6-K 1 atto20230731_6k.htm 6-K

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 of the

Securities Exchange Act of 1934

For the month of August, 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: o

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: o 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: o 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" or the "Company"), one of the world's largest customer relationship management and business process outsourcing (CRM / BPO) service providers and an industry leader in Latin America, today announced that it has received $17 million in tranche 2 funding under its interim financing arrangements announced on 23 June 2023, through the issuance of additional new money notes due 2025.

The originally contemplated tranche 2 funding of $10 million was upsized by $7 million as a result of substantial additional interest among existing creditors to participate in the transaction. This brings the total committed interim funding to the $37 million originally contemplated. The tranche 2 funding provides enhanced liquidity and financial runway to Atento to support the implementation of the comprehensive restructuring of the business via a restructuring plan (the "Restructuring"). The Restructuring is expected to deleverage Atento’s balance sheet significantly and allow the business to raise substantial new funding to facilitate future growth, in line with the Restructuring Support Agreement (the “RSA”) announced on 3 July 2023. Upon Completion, the Restructuring is expected to drive Atento to a net debt leverage ratio of approximately 1.0x or lower.

Expanded participation in the tranche 2 funding reflects the continuing support of the Restructuring by Atento’s financial stakeholders, with increased accession to the RSA by additional parties bringing the number of the supportive holders of Atento’s senior secured notes due 2026 (the “2026 Notes”) to approximately 52 % of the principal amount of those notes. Atento remains in discussions with a number of additional holders of the 2026 Notes, with a view to obtaining further support for the Restructuring in the coming weeks, including the potential participation of such holders in the exit financing contemplated by the RSA upon consummation of the Restructuring. To date Atento has received substantial interest in participating in the exit financing from both supportive holders of the 2026 Notes and from other holders of 2026 Notes.

Atento, with the unanimous support of the supportive holders of Atento’s 2026 Notes, has also extended the term of Mark Nelson-Smith, who was appointed as a Non-Executive Director of the Company on May 23, 2023, through the consummation of the Restructuring to facilitate implementation of the Restructuring.

Atento continues to focus on executing its transformation plan, including geographical expansion and the development of new Artificial Intelligence capabilities, as it remains on track to fulfilling the key milestones under the RSA towards the implementation of the Restructuring.

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. These statements reflect only Atento’s current expectations and are not guarantees of future events. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those contained in the forward-looking statements. Such risks and uncertainties include, but are not limited to: Atento's ability to negotiate and execute any further definitive documentation with respect to the restructuring transaction and to satisfy all the conditions of the restructuring support agreement; ultimate outcome of the restructuring proceedings, the trading price and volatility of the Atento’s common stock and warrants and the effects of the expected delisting from the NYSE; actions by Atento’s lenders and other financing sources, including any creditor actions that could impact Atento’s operations; Atento’s ability to improve its capital structure and to address its debt service obligations through the proposed restructuring transaction, including potential adverse effects of any potential bankruptcy proceedings on Atento's liquidity and results of operations; 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 Atento’s 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.

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.

Date: August 1, 2023

ATENTO S.A.

By: /s/ Dimitrius Oliveira

Name: Dimitrius Oliveira

Title: Chief Executive Officer

Exhibit 99.1

Press release dated August 1 2023

SEC Form 6-K filed by Atento S.A.