At a time when it is facing pressure against its restructuring plan, the Toky Group has reached an agreement with SPX that will allow it to reduce its financial leverage and have the support of Rogério Xavier 's management firm against a proposal being orchestrated by Buriti, a significant shareholder that is trying to remove the current board of directors, accusing the administration of irregular corporate practices.
The company, resulting from the merger between Mobly and Tok&Stok , announced this Monday, December 29th, that it has reached an agreement with SPX so that the asset manager, which owns 13.1% of the company, will not convert the debentures it holds based on the value of the capital increase approved on November 14th, of R$ 1.
At the same time, it was agreed that SPX may transfer up to R$ 60 million, out of a total of R$ 153 million, from the debentures it holds to third parties, and that the asset manager will not sell the Toky shares it receives from the conversion.
The agreement has two objectives. The first is to uphold what was agreed upon in the out-of-court restructuring plan approved by Toky in November 2024, regarding Tok&Stok's debts.
At the time, it was agreed that the debt would be converted into debentures convertible into Toky shares at a price of R$ 9 plus interest at the CDI rate + 2%, with forced conversion by the company only at the end of 2034.
It was also established that if there were a capital increase in the next ten years of less than R$9, SPX could convert its debentures to that value. This trigger was activated in November, when Toky closed a deal with Domus Aurea Serviços de Tecnologia, another Tok&Stok creditor, in which it obtained a 66% haircut on the debt.
In the negotiation, Toky proposed converting 99% of the debentures at R$9 without losing the right to request conversion to a lower value through a capital increase.
Speaking to NeoFeed , Victor Noda, CEO of Toky, says the measure will alleviate the company's debt and unlock value for shareholders.
"With this move, I can withdraw both the R$70 million from Domus and the R$150 million from SPX, and if there is a capital increase, I will issue more shares to adjust to what would be the average conversion price they have always been entitled to," he says.
He points out that the company has already managed to reduce Toky's debt by approximately R$ 227 million in the last two months. At the end of the third quarter, the company's debt was around R$ 682.5 million.
With this agreement with SPX, involving the sale of part of the debentures to funds and the conversion of the remainder, which will occur at R$ 10.50, Toky will achieve a haircut of approximately 55% on the value of its debt with the asset manager. "This agreement allowed us to immediately reduce R$ 153 million in debt; otherwise, it would have been stuck until 2035," says Noda.
Regarding the other two agreed-upon items – the limitation on transfers and the maintenance of Toky's shares – the measures were interpreted by sources consulted by NeoFeed as a way for the company to defend itself against the offensive by Buriti Investimentos, which holds a 7.96% stake in the company, according to the company's most recent reference form. Noda declined to comment on this matter.
Last week, Toky reported that on December 19th, it had received a request from the Piemonte Fund, managed by Buriti, to convene a shareholders' meeting to deliberate on the removal of the board of directors, as well as the election of new members to the board .
The statement does not specify the reasons that led Buriti to request the summons, but according to the letter sent to the company, reported by the Pipeline website and also accessed by NeoFeed , the justification is that the company has failed in conducting the restructuring. The fund also highlights problems in governance.
One of Buriti's main complaints is precisely the agreement signed with SPX. On December 17th, Buriti filed a complaint with the Securities and Exchange Commission (CVM) stating that the measure will result in "ultra dilution" of minority shareholders "due to the abusive convertibility of SPX debentures," in violation of the law.
In the complaint, which resulted in the opening of an administrative process by the regulatory body, the management company alleges that the amendment of a clause in the debenture deed introduced a conversion formula that was "profoundly atypical and not at all transparent," resulting in a share issuance far exceeding what Toky had communicated to investors.
"In publicly traded companies, potentially dilutive clauses cannot be obscure, ambiguous, or technically inaccessible," states an excerpt from the complaint.
Buriti joined Toky's shareholder base after the departure of the German retailer Home24 , which was the company's main shareholder until July, holding 45% of the share capital.
Sources consulted by NeoFeed said that Buriti intends to be "more aggressive" in negotiations with banks, including the possibility of filing for bankruptcy protection.
With restrictions on the sale of debentures and shares, the assessment is that the measures strengthen Toky's management, with SPX signaling its support for the restructuring plan currently underway.
One of the sources, speaking on condition of anonymity, reported that the debentures released for sale should end up in the hands of funds that support the restructuring talks being conducted by Toky with the banks.
"SPX, the founders, and the funds to whom SPX will sell will have a combined stake that is significant enough to prevent Buriti from doing what it wants to do, because they understand that this path for Buriti is not the right one," he says.
Contacted by NeoFeed , Buriti Investimentos did not respond to the request for comment.
At around 1:01 PM, Toky's shares were down 15.8%, at R$ 0.80. Year-to-date, the shares have accumulated a decline of 19.2%, bringing the market value to R$ 118.5 million.
(Article updated at 5:58 PM to add information about the Toky and Buriti dispute)
