ATN International, Inc. 8-K

What Happened

• On February 11, 2026, ATN International (through certain Commnet subsidiaries) entered a Purchase and Sale Agreement to sell approximately 214 tower sites (the Tower Portfolio) to EIP Holdings IV, LLC (an Everest affiliate) for aggregate cash consideration of up to $297 million, subject to adjustments and prorations. The transaction will be structured by transferring tower assets to a newly formed sale-site subsidiary whose membership interests Everest will buy. The Initial Closing is expected in Q2 2026 and may occur in multiple closings (Assigned, Managed, and Deferred Sites). The agreement includes a management arrangement for sites not immediately conveyed, leaseback master leases so ATN/Commnet can continue using the sites, and a preferred backhaul arrangement with Commnet. If Everest terminates under certain non-fault circumstances, ATN would receive a termination fee of about $14.9 million.

Key Details

• Transaction signing date: February 11, 2026; Initial Closing expected Q2 2026.
• Approximately 214 tower sites; Aggregate Consideration up to $297 million (subject to Consideration Adjustments).
• Structure: sale via membership interest purchase in sale-site subsidiary; Managed sites under interim management; Deferred sites transferred at later closings.
• Lender Consent: CoBank and other required lenders consented to the Transaction, release of liens on sold assets, and application of net cash proceeds to repay the outstanding Revolving A-1 Loan (with any remaining proceeds for working capital/general corporate purposes).

Why It Matters

• The deal will generate significant cash proceeds (up to $297M before adjustments) that are earmarked first to repay the company’s revolver, reducing short-term leverage and freeing borrowing capacity.
• ATN/Commnet will continue operational use of many towers via leasebacks and retain a preferred backhaul relationship, which may preserve service continuity and some ongoing revenue streams even after the asset sale.
• Timing and total cash received depend on site-by-site conditions, subsequent closings, and the Consideration Adjustments; required consents and closing conditions must be met before proceeds are realized. Investors should view this as a material asset-sale transaction affecting ATN’s infrastructure asset base, liquidity, and capital structure.