Docuformas, S.A.P.I. De C.V. Announces Tender Offer For Any And All Of Its U.S.$150,000,000 9.250% Senior Notes Due 2022 And Related Consent Solicitation

MEXICO CITY, July 1, 2019 /PRNewswire/ -- Docuformas, S.A.P.I. de C.V. ("Docuformas") announced today that it has commenced an offer to purchase for cash (the "Tender Offer") any and all of its outstanding 9.250% Senior Notes due 2022 (the "Notes").

In connection with the Tender Offer, we are also soliciting consents of the Holders of the Notes (the "Consent Solicitation") for the adoption of certain amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture") to (i) eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein and (ii) shorten the minimum notice period for a redemption from 30 days to three days prior to a redemption date. The Proposed Amendments require the consents (the "Requisite Consents") of Holders of a majority in principal amount of the then outstanding Notes. Holders who tender their Notes pursuant to the Tender Offer will be deemed to have consented to the Proposed Amendments. Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. The term "Holder" means a registered holder of Notes. If the Requisite Consents are not obtained in connection with the Consent Solicitation, the Consent Solicitation may be terminated, and in such case, the Proposed Amendments to the Indenture will not become effective; however, we reserve the right in our sole discretion to accept and purchase Notes tendered pursuant to the Tender Offer for an amount in cash equal to the Total Consideration (as set forth in the table below) or Tender Offer Consideration (as set forth in the table below), as applicable.

The following table sets forth certain information relating to the Tender Offer:

The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York Time, on July 29, 2019, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the "Expiration Date"). Holders who validly tender (and do not validly withdraw) their Notes and deliver (and do not revoke) their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York Time, July 15, 2019, unless extended by us (such time and date, as the same may be extended, the "Early Tender Date"), in the manner described in the Offer to Purchase (as defined below) will be eligible to receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Payment (as set forth in the table above) with respect to the Notes, plus any accrued interest.

Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase will be made on the early settlement date, which subject to the Company's sole discretion, is expected to be the same date the Financing Transaction, as described in the Offer to Purchase, is consummated (the "Early Settlement Date").  This press release does not constitute a notice of redemption of the Notes.

Holders who tender their Notes must consent to the Proposed Amendments. Holders cannot deliver consents to the Proposed Amendments without tendering the related Notes. Notes tendered may be withdrawn and consents delivered may be revoked at any time at or prior to 5:00 p.m., New York Time, July 15, 2019, unless extended by us (such time and date, as the same may be extended, the "Withdrawal Deadline"), but not thereafter, except as may be required by applicable law. Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. We have the right, in our sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time, subject to applicable law. We reserve the right, in our sole discretion, not to accept any tenders of Notes for any reason.

The terms and conditions of the Tender Offer and Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated July 1, 2019, (as it may be amended or supplemented, the "Offer to Purchase"). Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the "Tender and Information Agent"), at (877) 283-0325 (toll free) or (212) 269-5550 (collect); or at [email protected].

We have retained Morgan Stanley & Co. LLC, UBS Securities LLC and Banco BTG Pactual S.A. – Cayman Branch to each act as a Dealer Manager and Solicitation Agent in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Morgan Stanley & Co. LLC at (212) 761-1057 (toll free) or (800) 624-1808 (collect), UBS Securities LLC at (888) 719-4210 (toll free) or (203) 719-4210 (collect) and Banco BTG Pactual S.A. – Cayman Branch at (212) 293-4600 (collect).

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and the Offer to Purchase or any related documents have not been reviewed or approved by the Singapore Stock Exchange. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether Holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.

Forward-Looking Statements

Docuformas cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Docuformas' results to differ materially from historical results or those expressed or implied by such forward-looking statements. There can be no assurance that the transactions contemplated in this announcement will be completed. Docuformas assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

The Dealer Managers and Solicitation Agents take no responsibility for the contents of this announcement. This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made in connection with the Proposed Amendments. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser. 

None of Docuformas, the Dealer Managers and Solicitation Agents, the Trustee or the Tender and Information Agent makes any recommendation as to whether or not holders of Notes should consent to the Proposed Amendments. This press release is for informational purposes only and is not an offer to purchase or a solicitation of consents. The offer to purchase and the solicitation of consents are only being made pursuant to the Offer to Purchase. The offer to purchase and the solicitation of consents are subject to certain conditions and present certain significant considerations for holders of Notes who consent, as set forth more fully in the Offer to Purchase. Docuformas reserves the right to waive or modify any term of, or to terminate, the Offer to Purchase, for any reason, prior to the applicable Expiration Time.

This press release is neither an offer to sell nor a solicitation of an offer to buy any security. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and they may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. 

About Docuformas

Docuformas is the third largest independent leasing company in Mexico in terms of total portfolio, when compared to the companies that report information to AMSOFAC. Docuformas specializes in providing financing solutions for the acquisition of productive assets and equipment by mostly small and medium sized enterprises ("SMEs"). Substantially all of Docuformas' assets and properties are located in Mexico and substantially all of Docuformas' revenues derive from its business operations in Mexico.

SOURCE Docuformas, S.A.P.I. de C.V.