ATN International (ATNI) monetizes 214 U.S. towers in up to $297M cash deal
Rhea-AI Filing Summary
ATN International is reshaping its U.S. infrastructure footprint by agreeing to sell a portfolio of 214 Southwestern U.S. towers and related operations to an affiliate of Everest Infrastructure Partners for up to
The deal is structured with an Initial Closing, expected in the second quarter of
ATN expects taxes, minority investor payments, and transaction expenses to consume about
Positive
- None.
Negative
- None.
Insights
ATN trades tower earnings for cash to de‑lever and refocus.
ATN International is monetizing 214 Southwestern U.S. towers for up to
The company expects roughly
Operationally, ATN estimates a twelve‑month reduction of
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. |
Purchase and Sale Agreement
On February 11, 2026 (the “Signing Date”), certain subsidiaries of ATN International, Inc. (the “Company”), including Commnet Wireless, LLC, 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”) with EIP Holdings IV, LLC, an affiliate of Everest Infrastructure Partners, Inc. (“Everest”) to sell approximately 214 tower portfolio sites (representing the substantial majority of the applicable Commnet Parties’ tower portfolio and operations (the “Tower Portfolio”)) to Everest for up to $297 million in cash consideration (the “Aggregate Consideration”). The Aggregate Consideration is subject to certain adjustments and prorations as set forth in the Transaction Agreement (collectively, the “Consideration Adjustments”). The Transaction Agreement contemplates Everest’s acquisition of the Tower Portfolio (the “Transaction”) through Everest’s purchase of membership interests in a Delaware limited liability company (the “Sale Site Subsidiary” and, together with the Commnet Parties and Everest, the “Parties”) that is to be formed prior to the Initial Closing (as defined below) and to which the Commnet Parties will transfer and convey all of the Commnet Parties’ respective rights and interests in the Tower Portfolio.
The Transaction may be completed in one or more closings (each, a “Closing”). The Transaction Agreement sets forth certain conditions that must be satisfied prior to the conveyance of tower sites at a Closing. During the period between signing and the initial closing (the “Initial Closing”), the parties will determine which tower sites within the Tower Portfolio have satisfied such conditions and are ready to be conveyed at the Initial Closing (the “Assigned Sites”), which sites have not yet satisfied all such conditions but for which Everest is prepared to assume management pending satisfaction of such conditions (the “Managed Sites”), and which sites are not yet constructed or are subject to other conditions that will continue to be managed by Commnet until such conditions are satisfied (the “Deferred Sites”).
At the Initial Closing, the Commnet Parties will assign and transfer to the Sale Site Subsidiary all of the Assigned Sites, and Everest will purchase all of the issued and outstanding membership interests in the Sale Site Subsidiary. At the Initial Closing, Everest will pay the portion of the Aggregate Consideration attributable to the Assigned Sites and the Managed Sites, and, pursuant to a management agreement, will manage the Managed Sites until the conditions to their conveyance are satisfied and such 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 the portion of the Aggregate Consideration attributable to such Deferred Site(s) through the acquisition of membership interests of one or more newly formed additional sale site subsidiaries.
At the Initial Closing, the Parties will enter into, among other ancillary agreements, (i) the management agreement for the Managed Sites, (ii) master lease agreements, pursuant to which the Sale Site Subsidiary will lease to the applicable Commnet Party the requisite ground, tower, or other space of the Assigned Site (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 Initial Closing is expected to occur in the second quarter of 2026. The Transaction Agreement contains customary representations, warranties, covenants, and indemnities by each of the parties, and requires the receipt of certain consents and approvals prior to a closing. If the Transaction Agreement is terminated under certain circumstances that are not the fault of the Commnet Parties, Everest will be required to pay the Commnet Parties a termination fee equal to approximately $14.9 million.
The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transaction Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
Consent Agreement
In connection with the proposed Transaction and the Leaseback, on the Signing Date, 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, CoBank and the other Lenders and Voting Participants (constituting Required Lenders) party thereto consented to: (i) the consummation of the Transaction; (ii) the distributions of the Net Cash Proceeds (as defined in the Credit Agreement) from the Transaction to the Company and the minority shareholders of the Commnet Parties; (iii) the Net Cash Proceeds received from the Transaction being applied to the repayment of the outstanding Revolving A-1 Loan (as defined in the Credit Agreement) rather than the Term Loan (as defined in the Credit Agreement); and (iv) to the extent that there are Net Cash Proceeds remaining after repaying the outstanding Revolving A-1 Loan, such Net Cash Proceeds being used by the Company and its subsidiaries for working capital and general corporate purposes. The Consent further provides for the release of the Liens (as defined in the Credit Agreement) on the assets being sold in connection with the Transaction.
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 this Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; |
To the extent applicable, the information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On February 11, 2026, the Company issued a press release regarding the proposed Transaction and Leaseback. 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 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1* | Purchase and Sale Agreement, dated February 11, 2026, by and among Commnet Wireless, LLC, Alloy, Inc., Arizona Nevada Tower Company, LLC, Commnet Four Corners, LLC, Commnet of Arizona, LLC, Commnet of Nevada, LLC, Excomm, LLC, Mora Valley Wireless, LLC, and EIP Holdings IV, LLC. |
| 10.2 | Consent Agreement, dated as of February 11, 2026, by and among ATN International, Inc., CoBank, ACB, as Administrative Agent, and the Lenders and Voting Participants (constituting Required Lenders) parties thereto. |
| 99.1 | Press Release, dated February 11, 2026. |
| 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 Securities and Exchange Commission (the “SEC”) a copy of any omitted schedule upon request by the SEC. |
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: February 13, 2026 | ||
Exhibit 99.1
ATN International Advances Strategic Priorities With Sale of U.S. Tower Portfolio
Beverly, MA (February 11, 2026) – ATN International, Inc. (“ATN” or the “Company”) (Nasdaq: ATNI), a leading provider of digital infrastructure and communications services, today announced that Commnet Wireless, LLC and certain of its subsidiaries have entered into a Purchase and Sale Agreement with an affiliate of Everest Infrastructure Partners, Inc. (“Everest”) a leading provider of wireless infrastructure, to divest its portfolio of 214 Southwestern U.S. towers and related operations (“Tower Portfolio”) for up to $297 million in an all cash transaction (the “Transaction”).
The Company currently expects estimated taxes, payments to minority investors in the Tower Portfolio, and transaction-related expenses will total approximately 25% to 30% of the gross proceeds received.
“This transaction allows us to unlock the inherent value of our tower portfolio—an asset built through years of disciplined capital allocation and operational excellence,” said Brad Martin, ATN’s Chief Executive Officer. “Our strategic objective remains unchanged: to build a stronger, more efficient, and resilient ATN that delivers sustainable, long-term value for our shareholders. We plan to use the proceeds to reduce debt, invest in our existing operations, and advance select growth opportunities. This transaction, combined with the operational improvements we have delivered over the past year, enhances our financial flexibility and strengthens our ability to invest in sustainable, long-term value creation.”
The Company expects the initial closing of the Transaction to occur in the second quarter of 2026 (the “Initial Closing”) generating gross proceeds of approximately $250 to $270 million. Of this Initial Closing amount, approximately $20 to $35 million will be subject to resolution of certain post-closing conditions within twelve months. Subsequent closings, totaling approximately $27 to $47 million, are anticipated to occur over the twelve months following the Initial Closing, subject to the achievement of specified construction and operational milestones at designated sites within the Tower Portfolio.
1
Company Confidential
Upon full completion of the Transaction, the Company expects the estimated twelve-month impact (excluding timing effects of staged closings) on consolidated and US Telecom segment revenue, operating income, and EBITDA1 would result in reductions of approximately $5 to $7 million, $4 to $6 million, and $10 to $13 million, respectively. These estimates reflect the impact of removing the Tower Portfolio contributions on an annualized basis. The Company intends to allocate approximately $70 million of the initial Transaction proceeds to repay borrowings under its CoBank revolving credit facility.
“This acquisition adds a high-quality portfolio of communications tower assets to our growing U.S. footprint. These towers offer significant additional capacity, and we expect strong future tenant growth across the portfolio. We look forward to partnering with existing and future customers to invest in reliable wireless coverage throughout the Southwestern United States, while continuing to work closely with the teams supporting these sites to deliver high-quality communications networks across the region,” said Mike Mackey, President of Everest.
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.
About Everest Infrastructure Partners, Inc.
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.
About ATN
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.
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.
2
Company Confidential
Advisors
Rothschild & Co acted as the sole financial advisor, and Lape Mansfield Nakasian + Gibson, LLC is acting as legal advisor to ATN.
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 the non-GAAP financial measure of EBITDA, which is defined as Operating income (loss) before depreciation and amortization expense.
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, 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.
Contact
| Michele Satrowsky | Adam Rogers |
| Corporate Treasurer | Investor Relations |
| ATN International, Inc. | Sharon Merrill Advisors,Inc. |
| IR@atni.com | ATNI@investorrelations.com |
| 978-619-1300 |
3
Company Confidential
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 Intial Closing sites and the high end assumes all sites.
4
FAQ
What is ATN International (ATNI) selling in its tower transaction with Everest?
How much cash will ATN International (ATNI) receive from the tower sale?
How does ATN International plan to use proceeds from the tower portfolio sale?
What is the expected financial impact of the tower sale on ATN International’s results?
When will the ATN International tower transaction with Everest likely close?
What portion of ATN International’s tower sale proceeds will go to taxes and related costs?
Filing Exhibits & Attachments
6 documentsPress Releases
Agreements & Contracts
