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The Transaction is subject to customary closing conditions, including certain third-party consents and the expiration of any waiting period under the Hart-Scott-Rodino Act. Please refer to the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) for additional details on the Transaction.
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About Everest Infrastructure Partners, Inc.
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Everest Infrastructure Partners, based in Pittsburgh, PA, is one of the largest and fastest-growing wireless tower companies in the world. Everest owns and markets thousands of wireless infrastructure locations that help connect today’s rapidly evolving communications networks. We are a team of industry veterans with expertise in delivering mission-critical solutions to hundreds of network operator customers. Since its inception in 2015, Everest has raised capital commitments in excess of $2.0 billion.
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About ATN
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ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, MA, is a leading provider of digital infrastructure and communications services for all. The Company operates in the United States and internationally, including the Caribbean region, with a focus on rural and remote markets with a growing demand for infrastructure investments. The Company’s operating subsidiaries today primarily provide: (i) advanced wireless and wireline connectivity to residential, business, and government customers, including a range of high-speed Internet and data services, fixed and mobile wireless solutions, and video and voice services; and (ii) carrier and enterprise communications services, such as terrestrial and submarine fiber optic transport, and communications tower facilities. For more information, please visit www.atni.com.
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Advisors
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Rothschild & Co acted as the sole financial advisor, and Lape Mansfield Nakasian + Gibson, LLC is acting as legal advisor to ATN.
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Use of Non-GAAP Financial Measures and Definition of Terms
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In addition to financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), this press release also contains the non-GAAP financial measure of EBITDA, which is defined as Operating income (loss) before depreciation and amortization expense.
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Cautionary Language Concerning Forward-Looking Statements
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This press release contains forward-looking statements relating to, among other matters, the Company’s future financial performance, business goals and objectives, results of operations, and capital investments. These forward-looking statements are based on estimates, projections, beliefs, and assumptions and are not guarantees of future events or results. Actual future events and results could differ materially from the events and results indicated in these statements as a result of many factors, including: (i) the ability to receive the requisite regulatory consents and approvals to consummate the transaction; and (ii) the satisfaction of the other conditions to completion of the transaction and (iii) with respect to the use of proceeds, the timing, manner and extent to which such proceeds are deployed may be affected by future market conditions, potential changes in tax laws and the Company’s ability to develop corporate investment and strategic opportunities meeting its criteria. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this press release.
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Contact
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| Table 1 | |||||||
| ATN International, Inc. | |||||||
| Reconciliation of Non-GAAP Measures | |||||||
| (In Thousands) | |||||||
| Estimated Twelve-month Impact of Sale of Tower Portfolio: | |||||||
| Range | |||||||
| Low * | High * | ||||||
| Revenue increase (decrease) | $ | (5,000 | ) | $ | (7,000 | ) | |
| Operating expense (increase) decrease | (5,000 | ) | (6,000 | ) | |||
| Depreciation expense (increase) decrease | 6,000 | 7,000 | |||||
| Operating Income increase (decrease) | $ | (4,000 | ) | $ | (6,000 | ) | |
| Adjustment from Operating Income to EBITDA: | |||||||
| Depreciation expense increase (decrease) | (6,000 | ) | (7,000 | ) | |||
| EBITDA increase (decrease) | $ | (10,000 | ) | $ | (13,000 | ) | |
| * The low range assumes the Initial Closing sites and the high end assumes all sites. | |||||||
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1 EBITDA is a non-GAAP financial measure. Please see their definitions in the “Use of Non-GAAP Financial Measures and Definitions of Terms” below.
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