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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 ATN International, Inc. 10-K 12/31/23 120:24M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 5.05M
2: EX-10.45 Material Contract HTML 177K
3: EX-10.46 Material Contract HTML 51K
4: EX-21.1 Subsidiaries List HTML 37K
5: EX-23.1 Consent of Expert or Counsel HTML 32K
10: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 62K
Awarded Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 39K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
16: R1 Document and Entity Information HTML 101K
17: R2 Consolidated Balance Sheets HTML 182K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 57K
19: R4 Consolidated Income Statements HTML 142K
20: R5 Consolidated Income Statements (Parenthetical) HTML 33K
21: R6 Consolidated Statements of Comprehensive Income HTML 79K
22: R7 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
23: R8 Consolidated Statements of Equity HTML 113K
24: R9 Consolidated Statements of Equity (Parenthetical) HTML 40K
25: R10 Consolidated Statements of Cash Flows HTML 189K
26: R11 Consolidated Statements of Cash Flows HTML 34K
(Parenthetical)
27: R12 Organization and Business Operations HTML 60K
28: R13 Summary of Significant Accounting Policies HTML 359K
29: R14 Revenue and Receivables HTML 109K
30: R15 Leases HTML 118K
31: R16 Acquisitions and Dispositions HTML 104K
32: R17 Fixed Assets HTML 71K
33: R18 Goodwill and Intangible Assets HTML 124K
34: R19 Long-Term Debt HTML 109K
35: R20 Government Support and Spectrum Programs HTML 119K
36: R21 Equity HTML 171K
37: R22 Income Taxes HTML 219K
38: R23 Retirement Plans HTML 354K
39: R24 Commitments and Contingencies HTML 52K
40: R25 Segment Reporting HTML 390K
41: R26 Schedule Ii Valuation and Qualifying Accounts HTML 96K
42: R27 Summary of Significant Accounting Policies HTML 428K
(Policies)
43: R28 Organization and Business Operations (Tables) HTML 49K
44: R29 Summary of Significant Accounting Policies HTML 292K
(Tables)
45: R30 Revenue and Receivables (Tables) HTML 101K
46: R31 Leases (Tables) HTML 153K
47: R32 Acquisitions and Dispositions (Tables) HTML 100K
48: R33 Fixed Assets (Tables) HTML 69K
49: R34 Goodwill and Intangible Assets (Tables) HTML 127K
50: R35 Long-Term Debt (Tables) HTML 86K
51: R36 Government Support and Spectrum Programs (Tables) HTML 145K
52: R37 Equity (Tables) HTML 168K
53: R38 Income Taxes (Tables) HTML 220K
54: R39 Retirement Plans (Tables) HTML 367K
55: R40 Commitments and Contingencies (Tables) HTML 45K
56: R41 Segment Reporting (Tables) HTML 393K
57: R42 Organization and Business Operations (Details) HTML 34K
58: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash HTML 39K
and Cash Equivalents (Details)
59: R44 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fixed HTML 40K
Assets (Details)
60: R45 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 42K
Intangible Assets (Details)
61: R46 Summary of Significant Accounting Policies - Aoci HTML 81K
(Details)
62: R47 Summary of Significant Accounting Policies - Aoci HTML 41K
reclassifications (Details)
63: R48 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 75K
Contract Acquisition Costs (Details)
64: R49 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 52K
Restructuring expenses (Details)
65: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Risk HTML 42K
(Details)
66: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair HTML 77K
value Instruments - Recurring (Details)
67: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 55K
Investments (Details)
68: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 50K
Investments - Narrative (Details)
69: R54 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other HTML 40K
Fair value Instruments - Narrative (Details)
70: R55 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K
Computation of basic and diluted earnings per
share (Details)
71: R56 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 62K
Redeemable Noncontrolling Interests - Narrative
(Details)
72: R57 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K
Redeemable Noncontrolling Interests - Activity
(Details)
73: R58 REVENUE AND RECEIVABLES - Timing of Revenue HTML 53K
Recognition (Details)
74: R59 REVENUE AND RECEIVABLES - Contract Assets and HTML 72K
Liabilities (Details)
75: R60 REVENUE AND RECEIVABLES - Contract Acquisition HTML 38K
Costs (Details)
76: R61 REVENUE AND RECEIVABLES - Remaining Performance HTML 58K
Obligations (Details)
77: R62 REVENUE AND RECEIVABLES - Accounts Receivable HTML 46K
(Details)
78: R63 REVENUE AND RECEIVABLES - Allowance for Credit HTML 42K
Losses Rollforward - (Details)
79: R64 LEASES - Components of Lease Expense and Payments HTML 81K
(Details)
80: R65 LEASES - Weighted average remaining lease terms HTML 41K
and discount rates (Details)
81: R66 LEASES - Maturities of lease liabilities (Details) HTML 107K
82: R67 ACQUISITIONS AND DISPOSITIONS - Acquisition of HTML 98K
Sacred Wind Enterprises (Details)
83: R68 ACQUISITIONS AND DISPOSITIONS - Preliminary HTML 104K
allocation (Details)
84: R69 ACQUISITIONS AND DISPOSITIONS - Acquisition of HTML 141K
Alaska Communications (Details)
85: R70 ACQUISITIONS AND DISPOSITIONS - Unaudited pro HTML 79K
forma operating results (Details)
86: R71 ACQUISITIONS AND DISPOSITIONS - Disposition - HTML 87K
Vibrant Energy (Details)
87: R72 Fixed Assets (Details) HTML 91K
88: R73 Goodwill and Intangible Assets (Details) HTML 49K
89: R74 Goodwill and Intangible Assets - Net (Details) HTML 46K
90: R75 GOODWILL AND INTANGIBLE ASSETS - Change In HTML 54K
Carrying Amount Of Telecommunications Licenses
(Details)
91: R76 GOODWILL AND INTANGIBLE ASSETS - Customer HTML 70K
Relationships (Details)
92: R77 Long-Term Debt (Details) HTML 321K
93: R78 Long-Term Debt - Quarterly Payments Dates HTML 51K
(Details)
94: R79 LONG-TERM DEBT - Debt Maturity (Details) HTML 88K
95: R80 Government Support and Spectrum Matters (Details) HTML 137K
96: R81 Government Support and Spectrum Matters - HTML 40K
Construction (Details)
97: R82 Equity (Details) HTML 161K
98: R83 INCOME TAXES - Components of Income Before Income HTML 42K
Taxes (Details)
99: R84 INCOME TAXES - Income Tax Reconciliation (Details) HTML 63K
100: R85 INCOME TAXES - Components of Income Tax Expense HTML 118K
(Benefit) (Details)
101: R86 INCOME TAXES - Narrative (Details) HTML 70K
102: R87 INCOME TAXES - Unrecognized Tax Benefits (Details) HTML 45K
103: R88 RETIREMENT PLANS - Rate Assumptions (Details) HTML 54K
104: R89 RETIREMENT PLANS - Benefit Obligations and Plan HTML 96K
Assets (Details)
105: R90 RETIREMENT PLANS - Net Assets and Allocations HTML 67K
(Details)
106: R91 RETIREMENT PLANS - Amounts in Consolidated HTML 58K
Financials (Details)
107: R92 RETIREMENT PLANS - Net Periodic Pension Cost HTML 56K
(Details)
108: R93 RETIREMENT PLANS - Expected future service HTML 51K
(Details)
109: R94 RETIREMENT PLANS - Multi-employer pension plan HTML 37K
(Details)
110: R95 Commitments and Contingencies (Details) HTML 37K
111: R96 Commitments and Contingencies - Other Obligations HTML 45K
(Details)
112: R97 Segment Reporting (Details) HTML 192K
113: R98 Segment Reporting - Revenue and Assets (Details) HTML 54K
114: R99 Schedule Ii Valuation and Qualifying Accounts HTML 46K
(Details)
115: R100 Insider Trading Arrangements HTML 38K
117: XML IDEA XML File -- Filing Summary XML 218K
120: XML XBRL Instance -- atni-20231231x10k_htm XML 7.34M
116: EXCEL IDEA Workbook of Financial Report Info XLSX 298K
12: EX-101.CAL XBRL Calculations -- atni-20231231_cal XML 397K
13: EX-101.DEF XBRL Definitions -- atni-20231231_def XML 1.40M
14: EX-101.LAB XBRL Labels -- atni-20231231_lab XML 2.74M
15: EX-101.PRE XBRL Presentations -- atni-20231231_pre XML 1.97M
11: EX-101.SCH XBRL Schema -- atni-20231231 XSD 336K
118: JSON XBRL Instance as JSON Data -- MetaLinks 927± 1.41M
119: ZIP XBRL Zipped Folder -- 0001558370-24-003375-xbrl Zip 974K
Execution Version
THIRD AMENDMENT AND CONFIRMATION AGREEMENT
ThisTHIRDAMENDMENTANDCONFIRMATIONAGREEMENT(this
“Agreement”) is entered into as of December 19, 2023, among COMMNET FINANCE, LLC, a Delaware limited liability company (“Borrower”), COMMNET WIRELESS, LLC, a Delaware limited liability company (“Commnet Wireless”), in its individual capacity, as Originator and as Servicer, ATN INTERNATIONAL, INC., a Delaware corporation, as Limited Guarantor (in such capacity, “Limited Guarantor”; and together with the Borrower and Commnet Wireless, each a “Transaction Party” and collectively, the “Transaction Parties”), COBANK, ACB (“CoBank”), as Administrative Agent (in such capacity, the “Administrative Agent”) and each of the financial institutions executing this Agreement and identified as a Lender on the signature pages hereto (collectively, the “Lenders”).
RECITALS
WHEREAS, Borrower, Commnet Wireless, Limited Guarantor, the Administrative Agent and the Lenders are party to that certain Credit Agreement, dated as of March 26, 2020 (as amended, modified, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Transaction Parties entered into various other Credit Documents (as defined in the Credit Agreement); and
WHEREAS, Borrower has requested and the Lenders have agreed, subject to the terms and conditions provided herein, to certain amendments with respect to the Credit Documents as more fully described herein.
NOW, THEREFORE, in consideration of the foregoing and the agreements set forth in this Agreement, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (for the avoidance of doubt, after giving effect to the amendments in Section 2).
SECTION 2. Amendments. Effective as of the Third Amendment Effective Date, the parties hereto hereby agree to amend the Credit Documents, as follows:
“Third Amendment Availability Trigger Date” means the date on which Commnet Wireless has delivered to the Administrative Agent an amendment to the Contract which extends the latest date by which AT&T is required to accept Cell Sites (as defined in the Contract) delivered under the Contract to a date that is on or after December 31, 2024, and the Administrative Agent has approved such amendment in its reasonable discretion.
“Third Amendment Effective Date” means December 19, 2023.
“Alternate Base Rate” means a rate per annum determined by the Administrative Agent on the first Business Day of each week, which shall be the highest of (a) the Prime Rate and (b) the Federal Funds Effective Rate plus one half of one percent (0.50%) per annum; provided that, in no event shall the Alternate Base Rate be less than 0.00%. Any change in the Alternate Base Rate due to a change in the calculation thereof shall be effective at the opening of business on the first Business Day of each week or, if determined more frequently, at the opening of business on the first Business Day immediately following the date of such determination and without necessity of notice being provided to the Borrower or any other Person.
“Contract” means the Network Build and Maintenance Agreement between Commnet Wireless and AT&T, dated as of July 31, 2019, including all exhibits and addendums appended thereto, in each case, as amended by that certain First Amendment to Network Build and Maintenance Agreement, dated as of August 6, 2020, as further amended by that certain Second Amendment to Network Build and Maintenance Agreement, dated as of May 4, 2021 and that certain Third Amendment to Network Build and Maintenance Agreement, dated as of July 26, 2022, and, subject to Section 6.5, as may be further amended, modified or supplemented.
“Delayed Draw Commitment Termination Date” means the earlier to occur of (a) December 31, 2024 and (b) the Termination Date.
“Permitted Annual Distribution Amount” means, as of an Annual Distribution Date, an amount equal to (a) for the Fiscal Year 2022, $1,200,000,
(b) for the Fiscal Year 2023, $2,000,000, and (c) for any subsequent Fiscal Year,
(I) the amount then on deposit in the Collection Account minus (II) estimated operating expenses of the Borrower for the next twelve months as set forth in the Forecasted Cash Flow Statement minus (III) the greater of (x) 10% of the outstanding principal balance of all Loans as of such date and (y) an amount equal to three months of schedule principal and interest payments with respect to all Loans then outstanding (for purposes of such calculation, assuming each Loan accrues interest at its applicable Weighted Effective Fixed Interest Rate).
“(viii) if such Credit Date is on or after December 31, 2023, the Third Amendment Availability Trigger Date shall have occurred.”
“(a) Annual Distribution. Within fifteen (15) Business Days after (i) with respect to the Fiscal Year 2022, the Second Amendment Effective Date, (ii) with respect to the Fiscal Year 2023, the Third Amendment Availability Trigger Date (for the avoidance of doubt, such distribution pursuant to this clause (ii) may be made in Fiscal Year 2023 or Fiscal Year 2024), and (iii) with respect to the Fiscal Year 2024 and each subsequent Fiscal Year, the date that the Credit Parties have delivered to the Administrative Agent (1) the financial statements certified by a Financial Officer of Commnet Wireless that are required to be delivered pursuant to Section 5.9(a) with respect to such Fiscal Year, and (2) the Forecasted Cash Flow Statement required to be delivered with such financial statements pursuant to Section 5.1(b) (and in any event, with respect to this clause (iii), after the Draw Period has expired), the Servicer may release funds out of the Collection Account to (or at the direction of) the Borrower in an amount no greater than the Permitted Annual Distribution Amount, subject to the satisfaction, or waiver in accordance with Section 9.4, of the following conditions precedent:”
“(g) Tax Returns. As soon as practicable and in any event within fifteen (15) days following the filing thereof, the Borrower shall provide to the Administrative Agent copies of each U.S. federal income tax return or information return or report filed by Alloy, Inc., a Delaware corporation (or any successor “Investor Member” of Comment Wireless).”
SECTION 3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to agree to the amendments in Section 2, each Transaction Party hereby jointly and severally represents and warrants as follows:
| (2) | violate any of the Organizational Documents of such Transaction |
Party;
| (3) | require any registration with, consent or approval of, permit, |
license, authorization, plan or directive from, notice to, or other action to, with or by, any Governmental Authority or any other Person;
SECTION 4. Transaction Party Confirmations. Each of the Transaction Parties consents to the terms and conditions of this Agreement and the transactions contemplated hereby and affirms and confirms that (a) all of its respective obligations under the Credit
Agreement and the other Credit Documents (in each case, as modified by this Agreement) are and shall continue to be, in full force and effect, and (b) all of the liens granted to the Administrative Agent under the Security Agreement, the Pledge Agreement, and the other Credit Documents are and shall continue to be, in full force and effect to secure the Secured Obligations (as modified by this Agreement). Limited Guarantor affirms and confirms that its obligations under the Guaranty are and shall continue to be in full force and effect, and shall accrue to the benefit of the Beneficiaries (as defined in the Guaranty) to guarantee the obligations stated therein, in each case as modified by this Agreement.
SECTION 5. Conditions to Effectiveness. This Agreement shall become effective on such date (herein called the “Third Amendment Effective Date”) when each of the following conditions shall have been met:
SECTION
6. No Novation. This Agreement shall not constitute a novation of the Credit Agreement or any other Credit Document. Except as expressly provided in this Agreement, the execution and delivery of this Agreement does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance
with the provisions of, the Credit Documents, and the Credit Documents shall remain in full force and effect. On and after the effectiveness of this Agreement, each reference in the Credit Agreement to
“this Agreement”, “hereunder”, “hereof” or words of like import referring to
the Credit Agreement, and each reference in the other Credit Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement, as amended by this Agreement.
SECTION 7. Costs and Expenses. Borrower agrees to pay to Administrative Agent, on demand, all reasonable and documented out-of-pocket costs and expenses incurred by Administrative Agent, including, without limitation, the reasonable and documented fees and expenses of one counsel retained by Administrative Agent, in connection with the negotiation, preparation, execution and delivery of this Agreement and all other instruments and documents contemplated hereby.
SECTION 8. Counterparts. This Agreement and each other Credit Document may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement or any other Credit Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. The parties agree that the electronic signature of a party to this Agreement and any other Credit Document shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement or such other Credit Document. The parties agree that this Agreement and such other Credit Documents shall be deemed (1) to be “written” or “in writing,” (2) to have been signed and (3) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. The parties presently intend to authenticate this Agreement by either signing this Agreement or attaching hereto or logically associating herewith an electronic sound, symbol or process as their respective electronic signature. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or any other Credit Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 9. Governed under Provisions of Credit Agreement. This Agreement is a Credit Document executed pursuant to the Credit Agreement. This Agreement shall be governed by and shall be construed and enforced in accordance with all provisions of the Credit Agreement, including the governing law provisions thereof.
SECTION 10. Further Assurances. In furtherance of the foregoing, each Transaction Party shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement.
[Signatures Follow on Next Page.]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
| COMMNET FINANCE, LLC | |
| as Borrower | |
| | |
| By: | |
| Name: | |
| Title: | Treasurer |
| | |
| COMMNET WIRELESS, LLC | |
| in its individual capacity, as Originator and Servicer | |
| | |
| By: | |
| Name: | |
| Title: | Treasurer |
| | |
| ATN INTERNATIONAL, INC. | |
| as Limited Guarantor | |
| | |
| By: | |
| Name: | |
| Title: | Chief Financial Officer |
| | |
| COBANK, ACB, | |
| as Administrative Agent and a Lender | |
| | |
| By: | /s/ Gary Franke |
| Name: | Gary Franke |
| Title: | Managing Director |
| | |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/24 | ||||
| Filed on: | 3/15/24 | 4/A | ||
| For Period end: | 12/31/23 | 5 | ||
| 12/19/23 | ||||
| 7/26/22 | ||||
| 5/4/21 | 4 | |||
| 8/6/20 | DEF 14A | |||
| 3/26/20 | 8-K | |||
| 7/31/19 | ||||
| List all Filings | ||||