Atento S.A.
|
(Name of Issuer)
|
Ordinary Shares, no par value
|
(Title of Class of Securities)
|
L0427L105
|
(Cusip Number)
|
Michael B. Fisch
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
(415) 421-2132
|
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications) |
September 1, 2022
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Taheebo Holdings LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357 Ordinary Shares (as defined in Item 1), which is
15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Farallon Capital Management, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO, IA
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Philip D. Dreyfuss
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Michael B. Fisch
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Richard B. Fried
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Varun N. Gehani
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Nicolas Giauque
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
France
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
David T. Kim
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Michael G. Linn
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Rajiv A. Patel
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Thomas G. Roberts, Jr.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
William Seybold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Andrew J. M. Spokes
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
John R. Warren
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
CUSIP No. L0427L105
|
1
|
NAMES OF REPORTING PERSONS
Mark C. Wehrly
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) [ ]
(b) [ X ]**
** The reporting persons making this filing hold an aggregate of 2,230,357
Ordinary Shares (as defined in Item 1), which is 15.4% of the class of securities outstanding. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
||
NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|
8
|
SHARED VOTING POWER
2,230,357
|
||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||
10
|
SHARED DISPOSITIVE POWER
2,230,357
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,230,357
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
[
]
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% (1)
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
(1)
|
Percentage beneficial ownership calculation is based on 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the
Company in its Form 6-K filed with the SEC on August 12, 2022.
|
Item 2.
|
Identity and Background
|
(i)
|
Taheebo Holdings LLC, a Delaware limited liability company (“Taheebo”), with respect to the Ordinary Shares held by it.
|
(ii)
|
Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), which is the manager of Taheebo, with respect to the Ordinary Shares held by Taheebo.
|
(iii)
|
The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Management
Company, with respect to the Ordinary Shares held by Taheebo: Philip D. Dreyfuss (“Dreyfuss”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”);William Seybold (“Seybold”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for Taheebo is incorporated herein by reference. The percentage amount set forth in Row 13 for
all cover pages filed herewith is calculated based upon 14,499,710 Ordinary Shares issued and outstanding as of June 30, 2022, as reported by the Company in its Form 6-K filed with the SEC on August 12, 2022.1
|
(c) |
None.
|
(d) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by
Taheebo. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Management Company.
|
(e) |
Not applicable.
|
(a),(b) |
The information set forth in Rows 7 through 13 of the cover page hereto for the Management Company is incorporated herein by reference.
|
(d) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by
Taheebo. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Management Company.
|
(d) |
The Management Company has the power to direct the receipt of dividends relating to, or the disposition of the proceeds of the sale of, the Ordinary Shares held by
Taheebo. Each of the Farallon Individual Reporting Persons is a managing member or senior managing member, as the case may be, of the Management Company.
|
/s/ Michael B. Fisch
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.
|
|
On its own behalf and
|
|
As the Manager of
|
|
TAHEEBO HOLDINGS LLC
|
|
By Michael B. Fisch, Managing Member
|
|
/s/ Michael B. Fisch
|
|
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|
1.
|
The Management Company
|
(a)
|
Farallon Capital Management, L.L.C.
|
|
(b)
|
One Maritime Plaza, Suite 2100
San Francisco, California 94111 |
|
(c)
|
Serves as investment adviser to various investment vehicles and managed accounts
|
|
(d)
|
Delaware limited liability company
|
|
(e)
|
Managing Members: Andrew J.M. Spokes, Senior Managing Member; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas
Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly, Managing Members.
|
2.
|
Managing Members of the Management Company
|
|||
(a)
|
Andrew J.M. Spokes, Senior Managing Member; and Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim,
Michael G. Linn, Rajiv A. Patel, David A. Posner, Thomas G. Roberts, Jr., William Seybold, John R. Warren and Mark C. Wehrly, Managing Members.
|
|||
(b)
|
c/o Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100 San Francisco, California 94111 |
|||
(c)
|
The principal occupation of Andrew J.M. Spokes is serving as Senior Managing Member of each of the Management Company and Farallon Partners, L.L.C. The
principal occupation of each other Managing Member of the Management Company is serving as a Managing Member of each of the Management Company and Farallon Partners, L.L.C.
|
|||
(d)
|
Each of the Managing Members of the Management Company, other than Andrew J.M. Spokes and Nicolas Giauque, is a citizen of the United States. Mr. Spokes
is a citizen of the United Kingdom. Mr. Giauque is a citizen of France.
|
1.
|
Joint Acquisition Statement pursuant to Section 240.13d-1(k), dated July 2, 2020*
|
|
|
2.
|
Share Transfer Agreement, dated as of May 6, 2020, by and among Atalaya Luxco PIKco S.C.A, Chesham Investment Pte Ltd, Mezzanine Partners II Onshore Lux
Sarl II, Mezzanine Partners II Offshore Lux Sarl II, Mezzanine Partners II Institutional Lux Sarl II, Mezzanine Partners II AP Lux Sarl II, Taheebo Holdings LLC and Atento S.A.*
|
|
|
3.
|
Registration Rights Agreement, dated as of May 6, 2020, by and among Atento S.A., Chesham Investment Pte Ltd, Mezzanine Partners II Onshore Lux Sarl II,
Mezzanine Partners II Offshore Lux Sarl II, Mezzanine Partners II Institutional Lux Sarl II, Mezzanine Partners II AP Lux Sarl II, and Taheebo Holdings LLC*
|
|
|
4.
|
Share Pledge Agreement, dated as of June 22, 2020, by and among Atalaya Luxco PIKco S.C.A., Chesham Investment Pte Ltd, Mezzanine Partners II Onshore
Lux Sarl II, Mezzanine Partners II Offshore Lux Sarl II, Mezzanine Partners II Institutional Lux Sarl II, Mezzanine Partners II AP Lux Sarl II, Taheebo Holdings LLC and Atento S.A.*
|
|
|
5.
|
Director Nomination Agreement, dated as of May 6, 2020, by and between Atento S.A. and Taheebo Holdings LLC.*
|
6.
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k), dated September 7, 2022
|
7.
|
Amendment Agreement, dated September 1, 2022, by and between
Atento S.A. and Taheebo Holdings LLC**
|
/s/ Michael B. Fisch
|
|
FARALLON CAPITAL MANAGEMENT, L.L.C.
|
|
On its own behalf and
|
|
As the Manager of
|
|
TAHEEBO HOLDINGS LLC
|
|
By Michael B. Fisch, Managing Member
|
|
/s/ Michael B. Fisch
|
|
Michael B. Fisch, individually and as attorney-in-fact for each of Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T.
Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly
|