Docuformas, S.A.P.I. De C.V.’s Commencement of Consent Solicitation in Relation to Its Outstanding 9.250% Senior Notes Due 2022


Milbank, Kuri Breña, Sánchez Ugarte y Aznar, Clifford Chance and Ritch, Mueller, Heather y Nicolau advised on the deal

Docuformas, S.A.P.I. de C.V. is seeking to amend the indenture, dated as of October 11, 2017, by and between Docuformas, certain subsidiaries of Docuformas, as guarantors, and U.S. Bank National Association, as trustee, governing its outstanding 9.250% Senior Notes due 2022

The solicitation will seek approval by the holders of Notes of amendments to the Indenture which would modify the “Limitation on Indebtedness” covenant and the definition of “Permitted Liens” in order to align the covenant package with indentures governing notes recently issued by comparable companies. In order to implement the Proposed Amendments, Docuformas and the Trustee will enter into a supplemental indenture to the Indenture.

For the purpose described above, Docuformas has commenced a solicitation of the holders of the Notes to consent to the Proposed Amendments. The solicitation of consents to the Proposed Amendments with respect to the Notes is being made through Docuformas’ Consent Solicitation Statement dated as of January 16, 2019. Holders of Notes are referred to the Consent Solicitation Statement for detailed terms and conditions of the Consent Solicitation. The Consent Solicitation will expire at 5:00 p.m., unless extended or earlier terminated by Docuformas in its sole discretion.

Subject to certain conditions, Docuformas is offering to pay to the Holders a consent fee of U.S.$5.00 per U.S.$1,000 principal amount of the Notes in respect of which the Consents have been validly delivered and not validly revoked pursuant to the terms of the Consent Solicitation Statement.

The Proposed Amendments will become effective once holders of more than 50% of the then outstanding Notes have submitted (and not validly revoked) their Consents and the Company, the Guarantors and the Trustee enter into the Supplemental Indenture to the Indenture, as more fully described in the Consent Solicitation Statement. The Supplemental Indenture will only become operative upon payment of the consent fee to the Information and Tabulation Agent and the satisfaction or waiver of other conditions, as more fully described in the Consent Solicitation Statement.

Docuformas has engaged UBS Investment Bank to act as solicitation agent for the Consent Solicitation.

Milbank, Tweed, Hadley & McCloy advised Docuformas, S.A.P.I. de C.V. with a team including Carlos Albarracín, Andrés Osornio, Felipe Lima, Gonzalo Guitart, Alex Becker and Ana Bueno.

In Mexico, Kuri Breña, Sánchez Ugarte y Aznar advised Docuformas, S.A.P.I. de C.V. with a team including Jorge Alejandro Sobarzo, Daniel Kuri Breña, José Ibarra and Silvia Roldán.

Clifford Chance advised UBS Securities LLC with Hugo Triaca, Avrohom Gelber and Lane Feler.

In Mexico, Ritch, Mueller, Heather y Nicolau advised UBS Investment Bank with Carlos Obregón Rojo and Leopoldo Fragoso Montes.

Involved fees earner: Lane Feler – Clifford Chance; Avrohom Gelber – Clifford Chance; Hugo Triaca – Clifford Chance; José Leopoldo Ibarra Posada – Kuri Breña Sánchez Ugarte y Aznar; Daniel Kuri Breña Romero de Terreros – Kuri Breña Sánchez Ugarte y Aznar; Silvia Roldan – Kuri Breña Sánchez Ugarte y Aznar; Jorge Sobarzo Hadad – Kuri Breña Sánchez Ugarte y Aznar; Carlos Albarracín – Milbank; Gonzalo Guitart – Milbank; Felipe Lima – Milbank; Andres Osornio Ocaranza – Milbank; Leopoldo Fragoso Montes – Ritch, Mueller, Heather y Nicolau, SC; Carlos Obregón Rojo – Ritch, Mueller, Heather y Nicolau, SC;

Law Firms: Clifford Chance; Kuri Breña Sánchez Ugarte y Aznar; Milbank; Ritch, Mueller, Heather y Nicolau, SC;

Clients: Docuformas, S.A.P.I. de C.V.; UBS Investment Bank; UBS Securities LLC;

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Author: Ambrogio Visconti