CompuCom Announces Tender Offer and Consent Solicitation

DALLAS--(BUSINESS WIRE)--CompuCom Systems, Inc., the leading IT outsourcing specialist, today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding $210.0 million aggregate principal amount of 12.50% Senior Subordinated Notes due 2015 (the “Notes”).

As part of the Tender Offer, CompuCom is soliciting consents (the “Consent Solicitation”) from the holders of the Notes for certain proposed amendments that would eliminate or modify certain covenants and events of default and other provisions contained in the indenture governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer and Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated September 19, 2012 (the “Offer to Purchase”), and a related Consent and Letter of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.

The Tender Offer will expire at midnight, New York City time, on October 17, 2012, unless the Tender Offer is extended or earlier terminated (the “Expiration Date”). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not withdraw their Notes prior to midnight, New York City time, on October 2, 2012 (as such time and date may be extended, the “Consent Payment Deadline”) and whose Notes are accepted for purchase, will receive the “Total Consideration,” which is equal to (i) $1,008.75 per $1,000.00 in principal amount of Notes validly tendered (the “Tender Offer Consideration”) plus (ii) a consent payment of $30.00 per $1,000.00 in principal amount of the Notes validly tendered (the “Consent Payment”). Holders of Notes who validly tender their Notes after the Consent Payment Deadline but on or before the Expiration Date, and whose Notes are accepted for purchase, will receive only the Tender Offer Consideration.

Title of Security	CUSIP Number (ISIN Number)	Principal Amount Outstanding	Tender Offer Consideration ^(1)	Consent Payment ^(1)	Total Consideration ^(1)(2)
12.50% Senior Subordinated Notes due 2015	U20377AB0 (USU20377AB03)	$215,000	$1,008.75	$30.00	$1,038.75
12.50% Senior Subordinated Notes due 2015	204780AC4 (US2044780AC42)	$209,785,000	$1,008.75	$30.00	$1,038.75

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(1) Per $1,000.00 principal amount of Notes validly tendered and accepted for purchase.

(2) Inclusive of Consent Payment.

CompuCom reserves the right but is under no obligation, at any point following the Consent Payment Deadline and before the Expiration Date, to accept for purchase any Notes validly tendered and not subsequently withdrawn at or prior to the Consent Payment Deadline (the “Early Settlement Date”). The Early Settlement Date will be determined at CompuCom’s option and is currently expected to occur on the first business day following the Consent Payment Deadline, subject to all conditions to the Tender Offer having been satisfied or waived by CompuCom. In addition to the Total Consideration or the Tender Offer Consideration, holders whose Notes are accepted in the Tender Offer will receive accrued and unpaid interest from and including the most recent interest payment date, and up to, but excluding, the applicable settlement date. The final settlement date is expected to occur on the first business day following the Expiration Date, subject to all conditions to the Tender Offer having been satisfied or waived by CompuCom.

CompuCom intends to call for redemption any 12.50% Senior Subordinated Notes due 2015 not tendered in the Tender Offer and Consent Solicitation. CompuCom may issue a notice of redemption at any time following the Consent Payment Deadline.

The Tender Offer and Consent Solicitation are contingent upon the satisfaction of certain conditions, including that CompuCom shall have entered into a new first lien senior secured term loan facility and a new second lien senior secured term loan facility on terms satisfactory to CompuCom, on or prior to the Early Settlement Date the proceeds of which are, together with available cash, sufficient to pay the Total Consideration, plus the applicable interest payment described above, in respect of all the Notes. If any of the conditions are not satisfied, CompuCom is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer and Consent Solicitation. Full details of the terms and conditions of the Tender Offer and Consent Solicitation are included in the Offer to Purchase. CompuCom’s results of operations will likely be impacted by fees, expenses and charges related to the Tender Offer and Consent Solicitation and the financing transactions described above.

This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes, 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 Tender Offer and Consent Solicitation may be directed to D.F. King & Co., Inc., the Information Agent, at [phone] (toll free) or [phone] (banks and brokers). Citigroup Global Markets Inc. will act as Dealer Manager for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Citigroup at [phone] (toll free) or [phone] (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.