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CompuCom Announces Early Results for the Tender Offer and Consent Solicitation

DALLAS--(BUSINESS WIRE)-- CompuCom Systems, Inc., the leading IT outsourcing specialist, announced today the successful early tender results of its previously announced cash tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation” and together with the Tender Offer, the “Offer”) for any and all of its $210,000,000 aggregate principal amount of 12.50% Senior Subordinated Notes due 2015 (CUSIP Nos. U20377AB0 and 204780AC4) (the “Notes”). The Offer is described in the Offer to Purchase and Consent Solicitation Statement dated September 19, 2012. The table below sets forth the results of the Offer as of Midnight, New York City time, on October 2, 2012 (the “Consent Deadline”).

Title of Notes CUSIP

Number

(ISIN Number)

Principal Amount

Outstanding

Amount of Notes

Tendered and

Consented

Approximate

Percentage of

Notes Tendered

and Consented

12.50% Senior
Subordinated Notes
due 2015

U20377AB0
(USU20377AB03)

$715,000 $713,000 99.72%

12.50% Senior
Subordinated Notes
due 2015

204780AC4
(US2044780AC42)

$209,285,000 $197,482,000 94.36%

Based on the Notes tendered and consents delivered as of the Consent Deadline, the proposed amendments to the indenture governing the Notes (the “Indenture”) have been approved, as the consent of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding (the “Requisite Consents”) have been received. The primary purpose of the Consent Solicitation and the proposed amendments to the Indenture is to eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture. Adoption of the proposed amendments could have adverse consequences upon non-tendering holders of the Notes because Notes that remain outstanding after consummation of the Offer will not be entitled to the benefits of the restrictive covenants or events of default and related provisions that are eliminated by the adoption of such amendments.

The Offer will expire at Midnight, New York City time, on October 17, 2012 unless extended (the “Expiration Date”). Holders who do not wish to retain the Notes that will not have the benefit of the restrictive covenants and certain events of default and related provisions contained in the Indenture may tender their Notes prior to the Expiration Date.

As the Requisite Consents have been received, Notes tendered and consents delivered may not be withdrawn. Holders who validly tender their Notes after the Consent Deadline, but on or prior to the Expiration Date, shall receive $1,008.75 per $1,000 principal amount of the Notes, plus, in each case, any accrued and unpaid interest on the Notes up to, but not including, the payment date for such Notes. Holders of Notes tendered after the Consent Deadline will not receive a consent payment.

As the Requisite Consents have been received, the Company announced that it intends to execute the fourth supplemental indenture, which will amend the Indenture. The proposed amendments to the Indenture will become effective only if the Company accepts for purchase and pays for all the Notes tendered.

The Company intends to redeem all Notes that remain outstanding after the consummation of the Offer pursuant to the terms of the Indenture.

This press release does not constitute a notice of redemption under the optional redemption provisions of the Indenture, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.

Requests for documents relating to the Offer may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 488-8035 (toll free) or (212) 269-5550 (banks and brokers). Citigroup Global Markets Inc. will act as Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect).

About CompuCom Systems, Inc.

CompuCom, the leading IT outsourcing specialist, delivers IT your way. Our clients like working with us because they know that, with CompuCom, it’s all about them. Our unique ITSM strategy blends your data center, network, voice, and end user computing environments in an innovative fashion. This radically simplifies your IT, allowing you to focus on growing your business and serving your customers. We are highly regarded around the world for our balance of industry-leading tools, a pragmatic approach to best practices, and our highly skilled workforce. We are the perfect alternative to address the revolutionary IT transformations facing you today and in the future. More than a trusted advisor, CompuCom is your trusted doer. To learn more, visit www.CompuCom.com.

Forward-Looking Statements

This news release may contain forward-looking statements that are based on management’s current expectations and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. CompuCom is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

CompuCom Systems, Inc.
John Massey, +1-972-856-3905
John.Massey@CompuCom.com

Source: CompuCom Systems, Inc.