HPS Investment Partners and Farallon Capital Management’s Acquisition of Equity in Atento


Sidley Austin advised Atento S.A., on arrangements to facilitate a group of institutional investors’ acquisition of shares of the company currently held indirectly by Bain Capital in exchange for notes currently held by these investors.

Atento S.A. (NYSE: ATTO), provider of customer relationship management and business process outsourcing services in Latin America, announced arrangements to facilitate HPS Investment Partners, LLC, GIC, and an investment fund affiliated with Farallon Capital Management, L.L.C.’s (collectively, the “Institutional Investors”) acquisition of shares of the Company currently held indirectly by Bain Capital in exchange for notes currently held by these Institutional Investors.

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 is the largest provider of customer relationship management and business process outsourcing (CRM BPO) services in Latin America, and among the top five providers globally, based on revenues. Atento is also a leading provider of nearshoring CRM/BPO services to companies that carry out their activities in the United States.

The Sidley team was led by Bryan Robson (Picture), Alan G. Grinceri (Capital Markets, London) and Sofie Nordgren (Corporate, London) with support from James Wood (M&A, London), Katie Klaben (Securities Enforcement and Regulatory, Washington, D.C.), Colin Vo Kavanaugh (Global Finance, London), Yeawon Kim (Private Equity, London) and Lena X. Qiu (Tax, New York).

Involved fees earner: Alan Grinceri – Sidley Austin LLP; Yeawon Kim – Sidley Austin LLP; Katie Klaben – Sidley Austin LLP; Sofie Nordgren – Sidley Austin LLP; Lena Qiu – Sidley Austin LLP; Bryan Robson – Sidley Austin LLP; Colin Vo Kavanaugh – Sidley Austin LLP; James Wood – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Atento S.A. ;