MEXICO CITY, July 15, 2019 /PRNewswire/ -- Docuformas, S.A.P.I. de C.V. ("Docuformas," "we" or "us") announced today that as of 5:00 p.m., New York City time, on July 15, 2019, at least $112.7 million in aggregate principal amount of its outstanding principal amount of the 9.250% Senior Notes due 2022 (the "Notes"), had been validly tendered and not validly withdrawn in conjunction with the previously announced cash tender offer (the "Tender Offer") for any and all of its outstanding Notes and consent solicitation (the "Consent Solicitation").
The following table presents the aggregate principal amount of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on July 15, 2019 (the "Existing Early Tender Date"):
Title of Security
The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase on the Early Settlement Date (as defined below), excluding accrued interest.
On the Existing Early Tender Date, we have received consents from a majority in principal amount of the then outstanding Notes to the adoption of certain proposed amendments 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").
Docuformas also announced, pursuant to the terms of the Offer to Purchase, the extension of the Existing Early Tender Date provided for in the Offer to Purchase, to 5:00 p.m., New York City time, on July 19, 2019, unless further extended by us (the "New Early Tender Date"). Accordingly, holders of Notes who validly tender their Notes on or prior to the New Early Tender Date will be eligible to receive the Total Consideration (as described in the Offer to Purchase and as set forth in the table above). The extension of the Existing Early Tender Date does not entail the extension of the Withdrawal Deadline (as defined in the Offer to Purchase). As such, holders who validly tender their Notes and deliver their consents will not be able to withdraw such tendered Notes and revoke such consents, except as otherwise required by law. For the avoidance of doubt, the last day for holders to withdraw tendered Notes and revoke consents expired at 5:00 p.m., New York City time, on July 15, 2019, as described in the Offer to Purchase.
The terms and conditions of the Tender Offer and Consent Solicitation, as well as the Proposed Amendments, are described in 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 Docuformas@dfking.com.
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. 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.
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 July 29, 2019 (such date, as it may be extended or earlier terminated with respect to the Tender Offer and Consent Solicitation).
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.
Docuformas is the third largest independent leasing company in Mexico in terms of total portfolio, when compared to the companies that report information to the Asociación Mexicana de Sociedades Financieras de Arrendamiento, Crédito y Factoraje, A.C. Docuformas specializes in providing financing solutions for the acquisition of productive assets and equipment by mostly small and medium sized enterprises. Substantially all of Docuformas' assets and properties are located in Mexico and substantially all of Docuformas' revenues derive from its business operations in Mexico.
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SOURCE Docuformas, S.A.P.I. de C.V.