SEC Form SC 13D filed by Atento S.A.

This statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, no par value (the “Shares”), of Atento S.A., a public company incorporated in the Grand Duchy of Luxembourg with registered number B185761 (the “Issuer”), whose registered office is located at 1, rue Hildegard Von Bingen, L-1282, Luxembourg, Grand Duchy of Luxembourg.

Intrepid Income Fund and Intrepid Capital Fund are jointly filing a Schedule 13D reporting beneficial ownership of Shares of the Issuer. GLG Partners LP, Man Group plc and Man Funds VI plc – Man GLG High Yield Opportunities are also jointly filing a separate 13D reporting beneficial ownership of the Shares of the Issuer. As discussed in Item 4 below, the Reporting Person (as defined herein) may be deemed a member of a “group” (within the meaning of Rule 13d-5 under the Exchange Act of 1934, as amended (the “Exchange Act”)) with Intrepid Income Fund, Intrepid Capital Fund, GLG Partners LP, Man Group plc and Man Funds VI plc – Man GLG High Yield Opportunities (collectively with the Reporting Person, the “Initial Cooperating Noteholders”).

On February 15, 2023, the Reporting Person entered into a Purchase Agreement (the “Purchase Agreement”) with Atento Luxco 1, a wholly-owned subsidiary of the Issuer, and the other note purchasers party thereto. Pursuant to the Purchase Agreement, on February 17, 2023, the note purchasers purchased from Atento Luxco 1 $39,600,000 in aggregate principal amount of new senior secured notes due 2025 (the “2025 Notes”). In addition, in consideration of the Reporting Person’s subscription for the 2025 Notes, the Issuer granted 1,424,645 warrants (the “Warrants”) to subscribe for Shares at an exercise price of $3.78 to the Reporting Person. The source of funds for the transaction was cash on hand available to the Reporting Person.

The response set forth in Item 3 hereof is incorporated herein by reference.

The Reporting Person purchased the 2025 Notes and the Warrants for investment purposes.

On March 2, 2023, the Reporting Person and the other Initial Cooperating Noteholders reached an understanding to cooperate with respect to each Initial Cooperating Noteholder’s holdings of 2025 Notes and existing senior secured notes due 2026 of Atento Luxco 1 (the “2026 Notes”), including to cooperate in pursuing potential restructurings with respect to the indebtedness of the Issuer and its subsidiaries, including Atento Luxco 1 (a “Transaction”), which may include a comprehensive financial restructuring of the Issuer and its subsidiaries. Although the understanding among the Initial Cooperating Noteholders expressly does not apply to any equity securities of the Issuer and its subsidiaries beneficially owned by such Initial Cooperating Noteholders, any Transaction that the Initial Cooperating Noteholders may propose may result in a material change in the Issuer’s corporate structure, and may otherwise affect the capitalization of the Issuer, including the Shares (and the listing and/or registration of the Shares), and may result in a change in the present board of directors or management of the Issuer.

In addition, under the terms of the Purchase Agreement, Atento Luxco 1 agreed to use reasonable endeavors to explore an exchange of the 2026 Notes for an equal principal amount of priority secured notes due 2026 to the extent permitted under the terms of the existing debt documents and subject to other conditions, and the Reporting Person and the other Initial Cooperating Noteholders may participate in any such exchange. Further, in connection with any Transaction or otherwise, the Reporting Person and the other Initial Cooperating Noteholders may purchase additional securities of the Issuer or one of its subsidiaries.  The Reporting Person intends to discuss any proposed Transaction with the Issuer and the Issuer’s management and the board of directors, and may also discuss any such proposed Transaction or related actions with other shareholders of the Issuer and other persons.

The Reporting Person reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the Shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate. In addition, the Reporting Person (and its affiliates and Related Parties) reserve the right, subject to any applicable law, to enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of their positions in the securities of the Issuer.