ATNI 8-K
ATN International, Inc. (ATNI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth below in Item 2.01 of this Current Report on Form 8-K (this “Form 8-K”) is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Initial Form 8-K”), certain subsidiaries of ATN International, Inc. (the “Company”), including Commnet Wireless, LLC (“Commnet”), Arizona Nevada Tower Company, LLC, Commnet Four Corners, LLC, Commnet of Arizona, LLC, Commnet of Nevada, LLC, Excomm, LLC, and Mora Valley Wireless, LLC (collectively, the “Commnet Parties” and, individually, each a “Commnet Party”), entered into that certain Purchase and Sale Agreement (the “Transaction Agreement”), dated as of February 11, 2026, with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”), to sell certain tower portfolio sites (representing the substantial majority of the applicable Commnet Parties’ tower portfolio and operations) to Everest (the “Tower Sale Transaction”) for up to $297 million in cash consideration (the “Aggregate Consideration”).
On June 2, 2026 (the “Initial Closing Date”), the Commnet Parties and Everest completed the initial closing of the Tower Sale Transaction (the “Initial Closing”) and entered into an amendment to the Transaction Agreement (the “Amendment Agreement”) to waive certain conditions to the Initial Closing and restate (i) the schedule of tower sites that were conveyed to Everest on the Initial Closing Date (the “Assigned Sites”), (ii) the list of tower sites that will be managed by Everest but still subject to certain managed site conditions prior to conveyance (the “Managed Sites”), and (iii) the list of tower sites that are still subject to certain managed site conditions (the “Deferred Sites”).
At the Initial Closing, Everest paid the Commnet Parties $153.4 million in consideration attributable to the Assigned Sites and $114.3 million in consideration attributable to the Managed Sites. Everest will manage the Managed Sites until the conditions to their conveyance are satisfied, and such Managed Sites are transferred to Everest at one or more subsequent closings (each, a “Subsequent Closing”). At any Subsequent Closing at which one or more Deferred Sites are transferred, Everest will pay a portion of the Aggregate Consideration that is attributable to each Deferred Site.
At the Initial Closing, the Commnet Parties and Everest entered into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease agreements, pursuant to which the Sale Site Subsidiary (as defined in the Transaction Agreement) will lease to the applicable Commnet Party the requisite ground, tower, or other space of the Assigned Sites (the “Leaseback”) for the Company’s continued use, and (iii) a preferred backhaul agreement whereby Commnet and/or one or more of its affiliates will become the preferred backhaul provider for Everest with respect to the Assigned Sites.
The foregoing descriptions of the Transaction Agreement and the Amendment Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Transaction Agreement and the Amendment Agreement, copies of which are filed as Exhibit 10.1 to the Initial Form 8-K and Exhibit 10.1 to this Form 8-K, respectively, and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On June 2, 2026, the Company issued a press release regarding the Initial Closing of the Tower Sale Transaction. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Exhibit 99.1 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 8.01 | Other Events. |
As previously disclosed in the Initial Form 8-K, the Company entered into a Consent Agreement (the “Consent”) with CoBank, ACB (“CoBank”) (as Administrative Agent) and the Lenders and Voting Participants (constituting Required Lenders) party thereto, in connection with the Company’s Credit Agreement, dated as of July 13, 2023, by and among the Company, certain of the Company’s subsidiaries as guarantors, CoBank (as Administrative Agent, Lead Arranger, Swingline Lender, an Issuing Lender and a Lender), Fifth Third Bank, N.A. (as Joint Lead Arranger and a Lender), and MUFG Bank, Ltd. (as a Joint Lead Arranger and a Lender) (the “Credit Agreement”).
Pursuant to the terms of the Consent, the Commnet Parties utilized a portion of Net Cash Proceeds (as defined in the Consent) received from the Tower Sale Transaction to repay $68 million in outstanding amounts under the Company’s revolving loan facility in the Credit Agreement (the “Revolving Loan”).
The foregoing description of the Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent, a copy of which is filed as Exhibit 10.2 to the Initial Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated financial information of the Company (giving effect to the Tower Sale Transaction) is attached as Exhibit 99.2 and incorporated herein by reference (the “Unaudited Pro Forma Financial Information”):
| · | Unaudited Pro Forma Condensed Balance Sheet for the Company as of March 31, 2026; |
| · | Unaudited Pro Forma Condensed Statement of Operations for the three months ended March 31, 2026; and |
| · | Unaudited Pro Forma Condensed Statement of Operations for the year ended December 31, 2025. |
The Unaudited Pro Forma Financial Information is presented for illustrative purposes only and is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Tower Sale Transaction been completed as of the dates presented in the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments in the Unaudited Pro Forma Financial Information are based on available information and certain assumptions that management believes are reasonable under the circumstances.
| (d) | Exhibits. |
| 99.1 | Press Release, dated June 2, 2026. |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information. |
| 104 | Cover page formatted in Inline XBRL (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATN INTERNATIONAL, INC. | ||
| By: | /s/ Carlos Doglioli | |
| Carlos Doglioli | ||
| Chief Financial Officer | ||
| Dated: June 3, 2026 | ||
Exhibit 10.1
Execution Version
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of June 2, 2026 (the “Initial Closing Date”), is by and among: (i) Commnet Wireless, LLC, a Delaware limited liability company (“Commnet”), Alloy, Inc., a Delaware corporation (“Alloy”), Arizona Nevada Tower Company, LLC, a Nevada limited liability company, Commnet Four Corners, LLC, a Delaware limited liability company (“Commnet Four Corners”), Commnet of Arizona, LLC, a Delaware limited liability company, Commnet of Nevada, LLC, a Delaware limited liability company, Excomm, LLC, a Delaware limited liability company, and Mora Valley Wireless, LLC, a Delaware limited liability company (collectively with Commnet and Alloy, the “Commnet Parties” and, individually, each a “Commnet Party”); (ii) EIP Holdings IV, LLC, a Delaware limited liability company (“Buyer”); and (iii) Southwest Tower Holdings, LLC, a Delaware limited liability company (the “Sale Site Subsidiary”). Each Commnet Party, Buyer, and the Sale Site Subsidiary may be referred to, individually, as a “Party” and, collectively, as the “Parties”. Initially capitalized terms used in this Amendment have the meanings set forth in the PSA (as defined below).
Background
| A. | The Parties are parties to the Purchase and Sale Agreement, dated as of February 11, 2026 (as amended, modified, and supplemented from time to time, the “PSA”). |
| B. | In connection with the Initial Closing, the Parties desire to make certain amendments to the PSA to and acknowledge certain matters, as more particularly set forth in this Amendment. |
Agreement
In consideration of the mutual covenants and agreements set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
| 1. | Amendments to PSA. |
| (a) | The Portfolio Site Information List attached as Schedule 1 to the PSA is hereby amended and restated in its entirety as set forth in Exhibit A hereto. |
| (b) | The definition of “AT&T/Buyer Bifurcated License Agreements” in the PSA is hereby amended and restated in its entirety as follows: |
| “AT&T/Buyer Bifurcated License Agreements” means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which the Sale Site Subsidiaries are a party, as landlord. |
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| (c) | The definition of “AT&T/Commnet Bifurcated License Agreements” in the PSA is hereby amended and restated in its entirety as follows: |
| “AT&T/Commnet Bifurcated License Agreements” means the bifurcated portion of the AT&T License Agreements that relates to the AT&T Sites and to which Commnet is a party, as landlord. |
| (d) | The definition of “Consideration Base Amount” in the PSA is hereby amended and restated in its entirety as follows: |
| “Consideration Base Amount” means an amount equal to $[***]. |
| (e) | A new Section 7.2(f) is added to the PSA immediately after the existing Section 7.2(e), which Section 7.2(f) state the following: |
| The Parties understand and agree that, as of the Initial Closing Date, certain Portfolio Sites are subject to a zoning exemption (each, an “Exemption”) granted to the applicable Commnet Party(ies) by the [***] (“County”). If any such Portfolio Site becomes a Sale Site, then, during the period commencing on the Initial Site Closing Date for such Sale Site and continuing until the Final Subsequent Closing Date, Commnet shall take such actions and execute and deliver such documents and instruments as may be reasonably requested by Buyer (at Buyer’s sole cost and expense) to enable the applicable Sale Site Subsidiary to obtain any zoning, special use permits, variances, or governmental approvals required by the County with respect to any such Sale Site. Commnet’s cooperation under this Section 7.2(f) shall include, but not be limited to, within fifteen (15) days after receipt of a reasonable written request from Buyer: (i) the execution of any petitions, applications, or other items reasonably required by the County from Comment; and (ii) the provision to Buyer of any documents or information in Commnet’s possession that may assist Buyer in obtaining any permits, exemptions or approvals from the County. Nothing in this Section 7.2(f) shall require any Commnet Party to incur any out-of-pocket expenses or any financial liabilities. |
| (f) | Notwithstanding anything in the PSA to the contrary, the definition of Included Property shall include, and the definition of Excluded Assets shall not include, the buildings, huts, and equipment shelters (including common shelters) located at the Portfolio Sites identified on Exhibit B hereto to the extent that such Portfolio Sites are Managed Sites or Assignable Sites (collectively, the “Shelters”) unless, the Parties agree otherwise in the SLA for any such Portfolio Site. For the avoidance of doubt, any cabinets (interior or exterior) located at such Portfolio Sites are Excluded Asserts. |
| (g) | The definition of “Data Room” in the PSA is hereby amended and restated in its entirety as follows: |
| “Data Room” means, collectively, those folders of the electronic data room hosted by Datasite LLC that were established by Commnet under the name “Project Catapult” for the transactions contemplated by this Agreement that contain the documents and data to which Buyer or any of its Representatives had access as of the Initial Closing and all documents and data that were in the folders of such electronic data rooms at any time on or subsequent to the date on which Buyer or any of its Representatives first obtained access to the folders of such electronic data rooms; provided, however, that Data Room shall also be deemed to include all of the documents and data in the folders of the electronic data room hosted by Box, Inc. that were established by Buyer under the name “EIP-ATN-Shared Files” for the transactions contemplated by this Agreement. |
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| 2. | Updated Sections of the Commnet Disclosure Schedule. In accordance with Section 8.2(h) of the PSA, updated versions of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.10, and 5.11 of the Commnet Disclosure Schedule are attached as Exhibit C hereto (which updated versions amend and restate such Sections of the Commnet Disclosure Schedule in their entirety). Notwithstanding anything to the contrary in the PSA, the Parties agree that such update was timely delivered by the Parties. |
| 3. | Waiver of Condition Precedent. The Commnet Parties hereby waive the condition precedent set forth in Section 8.3(f) of the PSA. |
| 4. | Credit for Interest on Deposit Amount. The Parties acknowledge and agree that: (i) the Deposit Amount paid to Commnet at the Initial Closing included interest that accrued through May 31, 2026, but did not include any interest for June, 2026 (the “June Interest”); (ii) the June Interest will be paid to Commnet by the Deposit Agent in July, 2026; and (iii) Buyer shall receive a credit equal to the amount of the June Interest toward any amounts payable to Commnet at the first Subsequent Closing. |
| 5. | Further Assurances. Without limiting any provision of the PSA or the Collateral Agreements, from time to time, each Party agrees to execute and deliver such further instruments, agreements, and other documents and take such other reasonable actions as may be necessary, proper or advisable to carry out the purposes and intent of this Amendment and the transactions contemplated by this Amendment. |
| 6. | Miscellaneous. |
| (a) | PSA. This Amendment is subject to the terms and conditions of the PSA. |
| (b) | Full Force and Effect. Except as specifically amended or modified in this Amendment, the terms and provisions of the PSA and any Collateral Agreements shall not be affected by this Amendment and shall continue in full force and effect. |
| (c) | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware as to all matters, including matters of validity, construction, effect, performance and remedies (without regard to conflict of laws principles that would require the application of the laws of another jurisdiction). |
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| (d) | Counterparts. This Amendment may be executed by original, facsimile, or electronic signatures (complying with the U.S. Federal ESIGN Act of 2000, 15 U.S.C. 96) and in any number of counterparts, all of which shall be considered one instrument. Counterparts, signed facsimile and electronic copies of this Amendment, shall legally bind the Parties to the same extent as original documents and shall have the same legal effect as original documents. |
* * * Remainder of Page Blank -- Signature Page Follows * * *
SIGNATURE PAGE TO AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Initial Closing Date.
| Commnet Wireless, LLC | ||
| Arizona Nevada Tower Company, LLC | ||
| Commnet Four Corners, LLC | ||
| Commnet of Arizona, LLC | ||
| Commnet of Nevada, LLC | ||
| Excomm, LLC | ||
| Mora Valley Wireless, LLC | ||
| Alloy, Inc. | ||
| By: | /s/ Naji Khoury | |
| Naji Khoury, President | ||
| Southwest Tower Holdings, LLC | ||
| By: | Alloy, Inc., its Member | |
| By: | /s/ Naji Khoury | |
| Naji Khoury, President | ||
| EIP Holdings IV, LLC | ||
| By: | /s/ Michael Mackey | |
| Michael Mackey, President | ||
Exhibit 99.1
ATN International, Inc. Completes Initial
Closing on the Sale of its Towers
and Updates 2026 Outlook
ATN received $268 million in cash proceeds upon initial closing
BEVERLY, Mass., June 2, 2026 (GLOBE NEWSWIRE) -- ATN International, Inc. (“ATN”, the “Company”, “we”, “us”, and “our”) (Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, announced that its subsidiary, Commnet Wireless, LLC and certain of its subsidiaries have completed the initial closing (the “initial closing”) of the previously disclosed sale of Southwestern U.S. towers and related operations (the “Tower Portfolio”). to EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. for $268 million in cash (the “Tower Portfolio Transaction”).
“The initial closing of the Tower Portfolio Transaction represents an important milestone in building a stronger, more resilient ATN,” said Naji Khoury, Chief Executive Officer of ATN. “With net proceeds from the initial closing broadly the size of our annual Adjusted EBITDA, we are enhancing our liquidity and financial flexibility. This positions us to execute disciplined capital allocation and invest in opportunities that drive performance and deliver long-term stockholder value.”
Subsequent closings, up to an additional $30 million in proceeds, are expected to occur over the next twelve months, subject to the achievement of specified construction and operational milestones at sites not transferred at the initial closing.
As previously disclosed, the Company will allocate $68 million of the initial closing proceeds to repay borrowings outstanding under its CoBank revolving credit facility.
The Company expects the impact of the initial closing will reduce the remaining seven months of 2026 consolidated and US Telecom segment revenues by $3 million, operating income by $4 million, and Adjusted EBITDA1 by $7 million. As a result, the Company’s previously disclosed 2026 full-year Adjusted EBITDA1 outlook of $190 to $200 million is now expected to be $183 million to $193 million.
About ATN
ATN International, Inc. (Nasdaq: ATNI), headquartered in Beverly, Massachusetts, 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.
Use of Non-GAAP Financial Measures and Definition of Terms
In addition to financial measures prepared in accordance with generally accepted accounting principles (“GAAP”), this press release also contains forward-looking Adjusted EBITDA, a non-GAAP financial measure.
1Adjusted EBITDA is defined as Operating income (loss) before depreciation and amortization expense, transaction-related charges, restructuring and reorganization expenses, the loss on dispositions, transfers and contingent consideration, and non-cash stock-based compensation.
The Company believes that the inclusion of this non-GAAP financial measure helps investors gain a meaningful understanding of the Company's core operating results and enhances the usefulness of comparing such performance with prior periods. Management uses this non-GAAP measure, in addition to GAAP financial measures, as the basis for measuring the Company’s core operating performance and comparing such performance to that of prior periods. The forward-looking non-GAAP financial measure included in this press release is not meant to be considered superior to or a substitute for results of operations prepared in accordance with GAAP and should be used supplementally to the Company’s GAAP financial results.
Forward-looking Adjusted EBITDA for the full-year 2026 excludes potential charges or gains that may be recorded during the fiscal year, including among other things such as restructuring and reorganization expenses, transaction-related expenses and gains or losses on dispositions, transfers and contingent consideration. The Company has not attempted to provide a reconciliation of such forward-looking non-GAAP earnings guidance to the comparable GAAP measure, as permitted by Item 10(e)(1)(i)(B) of Regulation S-K, because of the impact and timing of these potential charges or gains is inherently uncertain and difficult to predict and is unavailable without unreasonable efforts. In addition, the Company believes such reconciliation would imply a degree of precision and certainty that could be confusing to investors. Such items could have a substantial impact on GAAP measures of the Company’s financial performance.
Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements relating to, among other matters, the Company’s future financial performance, business goals and objectives, and results of operations, its future revenues, operating income, cash flows, network and operating costs, Adjusted EBITDA, and capital investments; additional closings of the remaining Tower Portfolio and the timing thereof; the Company’s liquidity; and management’s plans and strategy for the future. 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, among others: (1) the general performance of the Company’s operations, including operating margins, revenues, capital expenditures, the impact of cost savings initiatives, and the retention of and future growth of the Company’s subscriber base and average revenue per user; (2) our ability to satisfy other remaining conditions to achieve subsequent closings with respect to sites in the Tower Portfolio; (3) with respect to the use of proceeds resulting from the Tower Portfolio, 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; (4) government regulation of the Company’s businesses, which may impact the Company’s telecommunications licenses, the Company’s revenue and the Company’s operating costs; (5) the impact (if any) of geopolitical instability and U.S. military presence in the Caribbean; (6) management transitions, and the loss of, or an inability to recruit skilled personnel in the Company’s various jurisdictions, including key members of management; (7) the Company’s reliance on a limited number of key suppliers and vendors for timely and cost-effective supply of equipment and services relating to the Company’s network infrastructure; (8) the Company’s ability to satisfy the needs and demands of the Company’s major carrier customers; (9) the Company’s ability to realize expansion plans for its fiber markets; (10) the adequacy and expansion capabilities of the Company’s network capacity and customer service system to support the Company’s customer growth; (11) the Company’s ability to efficiently and cost-effectively upgrade the Company’s networks and information technology platforms to address rapid and significant technological changes in the telecommunications industry; (12) the Company’s continued access to capital and credit markets on terms it deems favorable; (13) the Company’s ability to successfully replace revenue declines in its US Telecom businesses as a result of the pending US tower portfolio sale through carrier, enterprise broadband, and consumer-based broadband services; (14) ongoing risk of an economic downturn, political, geopolitical and other risks and opportunities impacting the Company’s operations, including those resulting from changes and uncertainties related to trade policies and tariff regulations, financial market volatility and disruption, uncertain economic conditions in the U.S. and abroad, inflationary concerns, and other macroeconomic headwinds including increased costs and supply chain disruptions; (15) the occurrence of weather events and natural catastrophes and the Company’s ability to secure the appropriate level of insurance coverage for these assets; and (16) increased competition. These and other additional factors that may cause actual future events and results to differ materially from the events and results indicated in the forward-looking statements above are set forth more fully under Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 and the other reports the Company files from time to time with the SEC. The Company undertakes no obligation and has no intention to update these forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors that may affect such forward-looking statements, except as required by applicable law.
|
Company Contact: Michele Satrowsky SVP, Head of IR & Treasury ATN International Inc. |
Investor Relations Contact: Joe Noyons or Kelley Buchhorn Three Part Advisors, LLC |
| Table 1 |
ATN International, Inc.
Reconciliation of Non-GAAP Measures
(In Thousands)
Forecasted Impact on Statement of Operations
For the year ended December 31, 2026
| Forecasted Impact | ||||
| Revenue decrease | $ | (3,000 | ) | |
| Operating expense increases | (4,000 | ) | ||
| Depreciation expense decrease | 3,000 | |||
| Operating income decrease | $ | (4,000 | ) | |
| Adjustments from Operating Income to EBITDA: | ||||
| Depreciation expense decrease | (3,000 | ) | ||
| EBITDA decrease | $ | (7,000 | ) | |
| Adjustments from EBITDA to Adjusted EBITDA: | ||||
| None | - | |||
| Adjusted EBITDA decrease | $ | (7,000 | ) | |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial information has been prepared by the Company and gives pro forma effect to the completion of Initial Closing of the Company’s Tower Sale Transaction with Everest. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2026. The Company, through its subsidiaries, the Commnet Parties, completed the Initial Closing of the Tower Sale Transaction with Everest, on June 2, 2026, pursuant to which Everest purchased certain tower portfolio sites in the southwestern United States. At the Initial Closing the Company received cash payment of $267.7 million. This amount consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial Closing and recorded as deferred pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial Closing. The Transaction Agreement contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred to Everest when and if certain site conditions are met. The Company can receive additional payments of up to $29.8 million if these site conditions are met. The unaudited pro forma condensed consolidated financial information does not include any impact related to Subsequent Closings. The Tower Sale Transaction does not qualify as a discontinued operation because the disposition does not represent a strategic shift that has a major effect on the Company’s operations and financial results.
In addition, in connection with the Tower Sale Transaction, the Company entered into a Consent with CoBank requiring the Company to repay amounts outstanding under the Company’s Revolving Loan.
The following unaudited pro forma condensed consolidated financial information is provided for informational purposes only. The information is not necessarily indicative of what the financial position or results of operations of the Company would have been if the Tower Sale Transaction had been completed as of and for the periods indicated. In addition, the information does not purport to project the future financial position or operating results of the Company.
The unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. In addition, the information is based upon available information and a number of assumptions that the Company considers to be reasonable, and have been made solely for purposes of developing such unaudited pro forma condensed consolidated financial information for illustrative purposes in compliance with the disclosure requirements of Article 11 of Regulation S-X.
The unaudited pro forma condensed consolidated statements of operations give effect to the Initial Closing of the Tower Sale Transaction as if it had occurred on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet gives effect to the Initial Closing of the Tower Sale Transaction as if it had been consummated on March 31, 2026. You should read this unaudited pro forma financial information in connection with the accompanying notes to the unaudited pro forma condensed consolidated financial information and the historical financial statements of the Company filed with the SEC.
Pro forma adjustments related to the unaudited pro forma condensed consolidated statements of operations give effect to certain events that are (i) directly attributable to the Tower Sale Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on the Company’s results. Pro forma adjustments related to the unaudited pro forma condensed consolidated balance sheet give effect to events that are directly attributable to the Initial Closing of the Tower Sale Transaction, and that are factually supportable regardless of whether they have a continuing impact or are non-recurring.
The pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma financial information and amounts may change based on a final determination of the book value of assets, liabilities, and other closing date adjustment amounts. The Company is still in the process of evaluating the tax implications of the Tower Sale Transaction on its consolidated tax provision. Thus, the final loss may differ in material respects from that presented in the unaudited pro forma financial information.
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| Unaudited Pro Forma Condensed Balance Sheet | ||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||
| (Amounts in Thousands) | ||||||||||||||||||||
| ATN | Tower Sale Transaction | Note 3 | Pro Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Assets | ||||||||||||||||||||
| Cash and cash equivalents | $ | 108,831 | $ | - | $ | 212,213 | (b), (c) | $ | 321,044 | |||||||||||
| Restricted cash | 14,659 | - | - | 14,659 | ||||||||||||||||
| Short-term investments | 396 | - | - | 396 | ||||||||||||||||
| Accounts receivable, net | 86,311 | - | - | 86,311 | ||||||||||||||||
| Government grant receivable | 37,464 | - | - | 37,464 | ||||||||||||||||
| Customer receivable | 9,365 | - | - | 9,365 | ||||||||||||||||
| Inventory, materials and supplies | 14,123 | - | - | 14,123 | ||||||||||||||||
| Prepayments and other current assets | 55,376 | - | - | 55,376 | ||||||||||||||||
| Assets held for sale | 8,600 | - | - | 8,600 | ||||||||||||||||
| Total current assets | 335,125 | - | 212,213 | 547,338 | ||||||||||||||||
| Fixed assets, net | 954,823 | - | - | 954,823 | ||||||||||||||||
| Telecommunications licenses, net | 105,486 | - | - | 105,486 | ||||||||||||||||
| Goodwill | 4,835 | - | - | 4,835 | ||||||||||||||||
| Inangible assets, net | 7,035 | - | - | 7,035 | ||||||||||||||||
| Operating lease right-of-use assets | 92,206 | - | - | 92,206 | ||||||||||||||||
| Customer receivable - long term | 32,333 | - | - | 32,333 | ||||||||||||||||
| Assets held for sale, net of current portion | 39,313 | (34,434 | ) | (a) | - | 4,879 | ||||||||||||||
| Other assets | 103,497 | - | - | 103,497 | ||||||||||||||||
| Total assets | $ | 1,674,653 | $ | (34,434 | ) | $ | 212,213 | $ | 1,852,432 | |||||||||||
| Liabilities, mezzanine equity and stockholders' equity | ||||||||||||||||||||
| Current portion of long-term debt | $ | 21,623 | $ | - | $ | - | $ | 21,623 | ||||||||||||
| Current portion of customer receivable credit facility | 8,892 | - | - | 8,892 | ||||||||||||||||
| Accounts payable and accrued liabilities | 177,506 | - | 6,760 | (e) | 184,266 | |||||||||||||||
| Dividends payable | 4,230 | - | - | 4,230 | ||||||||||||||||
| Accrued taxes | 11,306 | - | 45,562 | (b) | 56,868 | |||||||||||||||
| Current portion of lease liabilities | 14,095 | - | - | 14,095 | ||||||||||||||||
| Advanced payments and deposits | 37,993 | - | 12,000 | (b) | 49,993 | |||||||||||||||
| Liabilities held for sale | 1,250 | (1,151 | ) | (a) | - | 99 | ||||||||||||||
| Total current liabilities | 276,895 | (1,151 | ) | 64,322 | 340,066 | |||||||||||||||
| Deferred income taxes | 711 | - | 9,326 | (b) | 10,037 | |||||||||||||||
| Lease liabilities, excluding current portion | 70,935 | - | - | 70,935 | ||||||||||||||||
| Deferred revenue, long-term | 45,469 | - | - | 45,469 | ||||||||||||||||
| Liabilities held for sale, net of current portion | 6,101 | (6,085 | ) | (a) | - | 16 | ||||||||||||||
| Other liabilities | 63,502 | - | - | 63,502 | ||||||||||||||||
| Customer receivable credit facility, net of current portion | 28,513 | - | - | 28,513 | ||||||||||||||||
| Long term debt, excluding current portion | 548,537 | - | (55,456 | ) | (c) | 493,081 | ||||||||||||||
| Total liabilities | 1,040,663 | (7,236 | ) | 18,192 | 1,051,619 | |||||||||||||||
| Mezzanine Equity | ||||||||||||||||||||
| Preferred units | 73,414 | - | - | 73,414 | ||||||||||||||||
| Common units | 15,001 | - | - | 15,001 | ||||||||||||||||
| Total mezzanine equity | 88,415 | - | - | 88,415 | ||||||||||||||||
| Common stock | 183 | - | - | 183 | ||||||||||||||||
| Treasury stock | (105,046 | ) | - | - | (105,046 | ) | ||||||||||||||
| Additional paid-in capital | 221,936 | - | - | 221,936 | ||||||||||||||||
| Retained earnings | 300,744 | (27,198 | ) | (a) | 174,877 | (b) | 448,423 | |||||||||||||
| Accumulated other comprehensive income | 15,762 | - | - | 15,762 | ||||||||||||||||
| Total stockholders' equity | 433,579 | (27,198 | ) | 174,877 | 581,258 | |||||||||||||||
| Non-controlling interests | 111,996 | - | 19,144 | (b) | 131,140 | |||||||||||||||
| Total equity | 545,575 | (27,198 | ) | 194,021 | 712,398 | |||||||||||||||
| Total liabilities, mezzanine equity and stockholders' equity | $ | 1,674,653 | $ | (34,434 | ) | $ | 212,213 | $ | 1,852,432 | |||||||||||
2
| Unaudited Pro Forma Condensed Statement of Operations | ||||||||||||||||||||
| Three months ended March 31, 2026 | ||||||||||||||||||||
| (Amounts in Thousands, Except Per Share Data) | ||||||||||||||||||||
| ATN | Tower
Sale Transaction | Note 3 | Pro
Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Revenue: | ||||||||||||||||||||
| Communication Services | $ | 178,458 | $ | (1,418 | ) | (a) | $ | - | $ | 177,040 | ||||||||||
| Construction | - | - | - | - | ||||||||||||||||
| Other | 3,761 | - | - | 3,761 | ||||||||||||||||
| Total revenues | 182,219 | (1,418 | ) | - | 180,801 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization unless otherwise indicated): | ||||||||||||||||||||
| Cost of communication services and other | 77,426 | 1,443 | (a) | - | 78,869 | |||||||||||||||
| Cost of construction revenue | - | - | - | - | ||||||||||||||||
| Selling, general and administrative | 56,176 | - | - | 56,176 | ||||||||||||||||
| Stock-based compensation | 1,935 | - | - | 1,935 | ||||||||||||||||
| Transaction-related charges | 833 | (773 | ) | (e) | - | 60 | ||||||||||||||
| Restructuring and reorganization expenses | 1,725 | - | - | 1,725 | ||||||||||||||||
| Depreciation and amortization | 31,156 | (820 | ) | (a) | - | 30,336 | ||||||||||||||
| Amortization of intangibles from acquisitions | 496 | - | - | 496 | ||||||||||||||||
| Loss on disposition of long-lived assets | 782 | - | - | 782 | ||||||||||||||||
| Operating expenses | 170,529 | (150 | ) | - | 170,379 | |||||||||||||||
| Income (loss) from operations | 11,690 | (1,268 | ) | - | 10,422 | |||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest income | 132 | - | - | 132 | ||||||||||||||||
| Interest expense | (10,478 | ) | - | 896 | (c) | (9,582 | ) | |||||||||||||
| Other income, net | (3,232 | ) | - | - | (3,232 | ) | ||||||||||||||
| Other income (expense) | (13,578 | ) | - | 896 | (12,682 | ) | ||||||||||||||
| Income (loss) before income taxes | (1,888 | ) | (1,268 | ) | 896 | (2,260 | ) | |||||||||||||
| Income tax expense (benefit) | 1,586 | (317 | ) | (d) | 224 | (d) | 1,493 | |||||||||||||
| Net income (loss) | (3,474 | ) | (951 | ) | 672 | (3,753 | ) | |||||||||||||
| Net loss attributable to non-controlling interests, net of tax | 677 | 54 | (a) | - | 731 | |||||||||||||||
| Net income (loss) after non-controlling interest | $ | (2,797 | ) | $ | (897 | ) | $ | 672 | $ | (3,022 | ) | |||||||||
| Net loss per weighted average share attributable to ATN International, Inc. stockholders: | ||||||||||||||||||||
| Basic | $ | (0.29 | ) | $ | (0.30 | ) | ||||||||||||||
| Diluted | $ | (0.29 | ) | $ | (0.30 | ) | ||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 15,283 | 15,283 | ||||||||||||||||||
| Diluted | 15,283 | 15,283 | ||||||||||||||||||
3
| Unaudited Pro Forma Condensed Statement of Operations | ||||||||||||||||||||
| Twelve months ended December 31, 2025 | ||||||||||||||||||||
| (Amounts in Thousands, Except Per Share Data) | ||||||||||||||||||||
| ATN | Tower
Sale Transaction | Note 3 | Pro
Forma Adjustments | Note 3 | Pro Forma | |||||||||||||||
| Revenue: | ||||||||||||||||||||
| Communication Services | $ | 706,239 | $ | (5,672 | ) | (a) | $ | - | $ | 700,567 | ||||||||||
| Construction | 4,825 | - | 4,825 | |||||||||||||||||
| Other | 16,911 | - | - | 16,911 | ||||||||||||||||
| Total revenues | 727,975 | (5,672 | ) | - | 722,303 | |||||||||||||||
| Operating expenses (excluding depreciation and amortization unless otherwise indicated): | ||||||||||||||||||||
| Cost of communication services and other | 313,128 | 5,771 | (a) | - | 318,899 | |||||||||||||||
| Cost of construction revenue | 5,264 | - | - | 5,264 | ||||||||||||||||
| Selling, general and administrative | 219,540 | - | - | 219,540 | ||||||||||||||||
| Stock-based compensation | 8,543 | - | - | 8,543 | ||||||||||||||||
| Transaction-related charges | 3,576 | (1,388 | ) | (e) | - | 2,188 | ||||||||||||||
| Restructuring and reorganization expenses | 10,157 | - | 10,157 | |||||||||||||||||
| Depreciation and amortization | 132,976 | (4,922 | ) | (a) | - | 128,054 | ||||||||||||||
| Amortization of intangibles from acquisitions | 4,908 | - | - | 4,908 | ||||||||||||||||
| Loss on disposition of long-lived assets | 1,449 | - | - | 1,449 | ||||||||||||||||
| Operating expenses | 699,541 | (539 | ) | - | 699,002 | |||||||||||||||
| Income (loss) from operations | 28,434 | (5,133 | ) | - | 23,301 | |||||||||||||||
| Other income (expense) | ||||||||||||||||||||
| Interest Income | 702 | - | - | 702 | ||||||||||||||||
| Interest Expense | (47,822 | ) | - | 4,998 | (c) | (42,824 | ) | |||||||||||||
| Other income (expense), net | (9,067 | ) | - | - | (9,067 | ) | ||||||||||||||
| Other income (expense) | (56,187 | ) | - | 4,998 | (51,189 | ) | ||||||||||||||
| Income (loss) before income taxes | (27,753 | ) | (5,133 | ) | 4,998 | (27,888 | ) | |||||||||||||
| Income tax expense (benefit) | (4,231 | ) | (1,283 | ) | (d) | 1,250 | (d) | (4,264 | ) | |||||||||||
| Net income (loss) | (23,522 | ) | (3,850 | ) | 3,748 | (23,624 | ) | |||||||||||||
| Net loss attributable to non-controlling interests, net of tax | 8,616 | 220 | (a) | - | 8,836 | |||||||||||||||
| Net income (loss) attributable to stockholders | $ | (14,906 | ) | $ | (3,630 | ) | $ | 3,748 | $ | (14,788 | ) | |||||||||
| Net loss per weighted average share attributable to ATN International, Inc. stockholders: | ||||||||||||||||||||
| Basic | $ | (1.38 | ) | $ | (1.37 | ) | ||||||||||||||
| Diluted | $ | (1.38 | ) | $ | (1.37 | ) | ||||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||
| Basic | 15,218 | 15,218 | ||||||||||||||||||
| Diluted | 15,218 | 15,218 | ||||||||||||||||||
4
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Information
(Amounts In Thousands, Except Per Share Data)
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated financial information is derived from the Company’s historical audited consolidated financial statements as of and for the year ended December 31, 2025, included in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s unaudited quarterly condensed consolidated financial statements as of and for the three months ended March 31, 2026, included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026.
Note 2. Preliminary Purchase Price Allocation
On June 2, 2026, the Company completed the Initial Closing of the Tower Sale Transaction and sold a portion of its Tower Portfolio to Everest for cash payments of $267.7 million. This amount consists of $255.7 million recorded as sale consideration as well as $12.0 million received at the Initial Closing that will be deferred pending the Company’s achievement of certain conditions on Managed Sites subsequent to the Initial Closing. The Transaction Agreement contemplates Subsequent Closings at which one or more Managed Sites or Deferred Sites will be transferred to Everest when and if certain site conditions are met. The Company can receive additional payments of up to $29.8 million if these site conditions are met. The net book value of the assets and liabilities being transferred is $27.2 million, as of March 31, 2026. The Company incurred $8.9 million of transaction related charges pertaining to legal, accounting and consulting services associated with the Tower Sale Transaction. The fixed assets disposed had useful lives of between 6 and 15 years. The table below identifies the assets and liabilities transferred:
| Consideration received | $ | 255,669 | ||
| Assets disposed: | ||||
| Fixed assets | 28,679 | |||
| Other assets | 1,159 | |||
| Operating leases | 4,595 | |||
| Current portion of lease liabilities | (1,152 | ) | ||
| Other liabilities | (2,883 | ) | ||
| Lease liabilities, excluding current portion | (3,200 | ) | ||
| Net assets disposed | 27,198 | |||
| Gain on sale of assets | 228,471 | |||
| Tranaction costs: | ||||
| Incurred prior to March 31, 2026 | 2,160 | |||
| Accrued in pro forma results | 6,760 | |||
| Total | 8,920 | |||
| Gain on sale after transaction costs | $ | 219,551 |
5
Note 3. Pro Forma Adjustments
The following is a summary of the pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained:
| (a) | Disposition – This adjustment removes the disposed assets and the associated revenue and expense. Refer to Note 2 for the assets and liabilities disposed. The adjustment to retained earnings represents the net book value of the assets disposed. |
| (b) | Purchase Price – The Company received $267.7 million of cash payments consisting of $255.7 million of cash consideration and a deferral of $12.0 million related to the achievement of certain closing conditions on Managed Sites after the Initial Closing. As a result of the disposition, the pro forma financials reflect a gain of $228.5 million before income taxes and transaction costs. In addition, the pro forma results include tax expense of $54.9 million, consisting of $45.6 million of current and $9.3 of deferred income tax expense, and gains allocated to non-controlling interest of $19.1 million. These amounts were not included in the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2025, due to their non-recurring nature, but have been recorded in the unaudited pro forma condensed consolidated balance sheet as of March 31, 2026. The adjustment to retained earnings reflects consideration received less tax expense and income allocated to non-controlling interests. The Company is currently evaluating the tax impact of the Tower Sale Transaction, and tax accruals may not be the actual amount of taxes paid by the Company. |
| (c) | Credit Facility Repayment – The Company paid $67.9 million on its Revolving Loan at the Initial Closing, and this adjustment represents the repayment of $55.5 million that was outstanding as at March 31, 2026. In addition, interest expense on the Revolving Loan is removed from the pro forma condensed consolidated statement of operations. |
| (d) | Income taxes –This adjustment reflects the tax expense associated with the Initial Closing of the Tower Sale Transaction and pro forma adjustments. The adjustment is calculated based on a blended federal statutory and state tax rate of 25%. |
| (e) | Transaction-related charges – This adjustment removes expenses pertaining to legal, accounting and consulting services associated with the Tower Sale Transaction incurred prior to March 31, 2026 from the pro forma condensed consolidated statement of operations and accrues such expenses payable at the Initial Closing of the Tower Sale Transaction in the pro forma condensed consolidated balance sheet. |
6