Obligation Grupo Escriba Papeles S.A. de C.V. 8.875% ( USP49768AA59 ) en USD

Grupo Escriba Papeles S.A. de C.V.

100 % ▼

Mexique

USP49768AA59 ( en USD )

8.875% par an ( paiement semestriel )

06/04/2020 - Obligation échue

Prospectus brochure de l'obligation Grupo Papelero Scribe S.A. de C.V USP49768AA59 en USD 8.875%, échue

2 000 USD

250 000 000 USD

P49768AA5

N/A

Grupo Papelero Scribe S.A. de C.V. est une entreprise mexicaine spécialisée dans la distribution de fournitures de bureau et de papeterie, offrant une large gamme de produits aux entreprises et aux consommateurs.

L'Obligation émise par Grupo Escriba Papeles S.A. de C.V. ( Mexique ) , en USD, avec le code ISIN USP49768AA59, paye un coupon de 8.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/04/2020

OFFERING CIRCULAR

US$300,000,000

Grupo Papelero Scribe, S.A. de C.V.

8.875% Senior Guaranteed Notes due 2020

We are offering US$300,000,000 aggregate principal amount of our 8.875% Senior Guaranteed Notes due 2020 (the "notes"). We will pay
interest on the notes on each April 7 and October 7. The first interest payment will be made on October 7, 2010. The notes will mature on April 7, 2020.
At our option, we may redeem the notes on or after April 7, 2015 at the redemption prices set forth in this offering circular. Prior to April 7, 2015, we
may redeem, in whole or in part, the notes by paying the principal amount of the notes plus the applicable "make-whole" premium and accrued interest.
Prior to April 7, 2013, we may redeem up to 35% of the notes with the proceeds of certain equity offerings. See "Description of Notes--Optional
Redemption." In addition, in the event of certain changes in the Mexican withholding tax treatment relating to payments on the notes, we may redeem all
(but not less than all) of the notes at 100% of their principal amount, plus accrued and unpaid interest. There is no sinking fund for the notes. If we sell
certain assets or experience specific kinds of changes in control, we must offer to purchase the notes.
The notes will be our unsecured general obligations and will be fully and unconditionally guaranteed by all of our existing and future
subsidiaries, other than unrestricted subsidiaries. The notes will rank equally with all of our and our subsidiary guarantors' existing and future unsecured
and unsubordinated indebtedness. The notes will effectively rank junior to all of our and our subsidiary guarantors' secured indebtedness to the extent of
the value of the assets securing such indebtedness.
Application has been made to admit the notes on the official list of the Luxembourg Stock Exchange and to trading on the Euro MTF market.
This offering memorandum constitutes a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on Prospectuses for
Securities.
Investing in the notes involves risks. See "Risk Factors" on page 13.
Price: 100.000%
plus accrued interest, if any, from April 7, 2010.
Delivery of the notes in book-entry form was made on or about April 7, 2010.
The notes have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The
notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of
the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For certain restrictions on the
transfer of the notes, see "Notice to Investors."
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO
NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (THE COMISIÓN
NACIONAL BANCARIA Y DE VALORES, OR "CNBV"), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT
OF BROKERAGE ACTIVITIES, IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8
OF THE LEY DEL MERCADO DE VALORES (THE "MEXICAN SECURITIES MARKET LAW") TO INSTITUTIONAL AND QUALIFIED
INVESTORS. AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, UPON THE ISSUANCE OF THE NOTES, WE WILL NOTIFY
THE CNBV OF THE ISSUANCE OF THE NOTES, INCLUDING THE PRINCIPAL CHARACTERISTICS OF THE NOTES AND THE OFFERING OF
THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT
AND FOR INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE, DOES NOT
CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES OR OF OUR SOLVENCY, LIQUIDITY
OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN. THE INFORMATION
CONTAINED IN THIS OFFERING CIRCULAR IS THE EXCLUSIVE RESPONSIBILITY OF SCRIBE AND HAS NOT BEEN REVIEWED OR

AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTORS WHO
MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF SCRIBE.
__________________
Sole Book-Running Manager
Credit Suisse
Co-Manager
Morgan Stanley
The date of this offering circular is June 8, 2010

__________________
TABLE OF CONTENTS

Page Page
Notice to New Hampshire Residents...................... ii
Management's Discussion and Analysis of
Notice to Prospective Investors in the United
Financial Condition and Results of
Kingdom......................................................... iii
Operations ..................................................... 29
Notice to Prospective Investors in the European
The Mexican Paper Products Industry.................. 46
Economic Area............................................... iii
Business................................................................ 48
Available Information ............................................iv
Management ......................................................... 65
Service of Process and Enforcement of Civil
Principal Shareholders.......................................... 68
Liabilities.........................................................iv
Related Party Transactions ................................... 69
Cautionary Statement Regarding
Description of Notes............................................. 72
Forward-Looking Statements ...........................v
Taxation.............................................................. 125
Presentation of Financial and Other Information ...vi
Plan of Distribution ............................................ 130
Summary .................................................................1
Notice to Investors.............................................. 133
The Offering ............................................................6
Notice to Canadian Investors.............................. 136
Summary Consolidated Financial Information......10
General Information............................................ 138
Risk Factors...........................................................13
Legal Matters...................................................... 139
Use of Proceeds .....................................................23
Independent Auditors.......................................... 140
Exchange Rate Information ...................................24
Differences between MFRS and U.S. GAAP ..... 141
Capitalization.........................................................25
Index to Consolidated Financial Statements ...... F-1
Selected Consolidated Financial Information........26

_________________________________
You should rely on only the information contained in this offering circular or to which we have
referred you. We have not, and the initial purchasers have not, authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. We are not, and the initial purchasers are not, making an offer to sell, or seeking offers to buy, the
notes in any jurisdiction where the offer or sale is not permitted. This offering circular does not constitute an
offer to sell, or a solicitation of an offer to buy, any notes by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation. You should assume that the information
contained in this offering circular or to which we have referred you is accurate only as of the date on the front
cover of this offering circular. Our business, financial condition, results of operations and prospects may
have changed since that date.
We are relying upon an exemption from registration under the Securities Act for an offer and sale of
securities which do not involve a public offering. The notes are subject to restrictions on transferability and resale
and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities
laws pursuant to registration or exemption therefrom. By purchasing the notes, you will be deemed to have made
certain acknowledgments, representations and agreements as set forth under "Notice to Investors" in this offering
circular. We are not, and the initial purchasers are not, making an offer to sell the notes in any jurisdiction except
where such an offer or sale is permitted. You should understand that you will be required to bear the financial risks
of your investment for an indefinite period of time.
Neither the CNBV nor the United States Securities and Exchange Commission (the "SEC") nor any U.S.
state securities commission nor any other regulatory authority has approved or disapproved of these securities or
determined if this offering circular is truthful or complete. Any representation to the contrary is a criminal offense.
i

We have submitted this offering circular solely to a limited number of qualified institutional buyers in the
United States and to investors outside Mexico or the United States so they can consider a purchase of the notes. We
have not authorized the use of this offering circular for any other purpose. By accepting delivery of this offering
circular, you agree to these restrictions. See "Notice to Investors."
This offering circular is based on information provided by us and other sources that we believe to be
reliable. We and the initial purchasers cannot assure you that this information is accurate or complete. This offering
circular summarizes certain documents and other information and we refer you to such documents and other
information for a more complete understanding of what we discuss in this offering circular. In making an
investment decision, you must rely on your own examination of Grupo Papelero Scribe, S.A. de C.V. and its
subsidiaries ("Scribe") and the terms of the offering and the notes, including the merits and risks involved.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this offering circular. Nothing contained in this offering circular is, or
shall be relied upon as, a promise or representation by the initial purchasers as to the past or future. The initial
purchasers make no representation as to any of the information contained herein (financial, legal or otherwise) and
assume no responsibility for the accuracy or completeness of any such information.
Neither we, nor the initial purchasers, nor any of our or their respective representatives is making any
representation to any purchaser regarding the legality of an investment in the notes by such purchaser under any
legal investment or similar laws or regulations. You should not consider any information in this offering circular to
be legal, business or tax advice. You should consult your own counsel, accountant, business advisor and tax advisor
for legal, financial, business and tax advice regarding any investment in the notes.
We accept responsibility for the information contained in this offering circular. To the best of our
knowledge and belief (and we have taken all reasonable care to ensure that), the information contained in this
offering circular is in accordance with the facts and does not omit any material information. You should assume that
the information contained in this offering circular is accurate only as of the date on the front cover of this offering
circular.
We reserve the right to withdraw this offering of the notes at any time and we and the initial purchasers
reserve the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any
prospective investor less than the full amount of notes sought by that investor. The initial purchasers and certain
related entities may acquire for their own account a portion of the notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain
any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in your jurisdiction to which you are subject or in which you make such purchase, offer or sale,
and neither we nor any of the initial purchasers will have any responsibility therefor.
_________________________________
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B OF THE NEW HAMPSHIRE REVISED STATUTES OR
RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT
NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
ii

_________________________________
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering circular is being distributed only to and directed only at (i) persons who are outside the
United Kingdom, (ii) investment professionals falling within Article 19(5) of The Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed
(all such persons together being referred to as "relevant persons"). This offering circular is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this offering circular relates is available only to relevant persons and will be engaged in
only with relevant persons.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering circular has been prepared on the basis that all offers of the notes will be made pursuant to an
exemption under Directive 2003/71/EC (the "Prospectus Directive"), as implemented in member states of the
European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of the notes.
Accordingly, any person making or intending to make any offer within the EEA of the notes which are the subject of
the placement contemplated in this offering circular should only do so in circumstances in which no obligation arises
for Scribe or the initial purchasers to produce a prospectus for such offer. None of Scribe, the Trustee (as defined
herein) or the initial purchasers has authorized, nor do any of them authorize, the making of any offer of notes
through any financial intermediary, other than offers made by the initial purchasers which constitute the final
placement of the notes contemplated in this offering circular.
Each person in a Member State of the EEA who receives any communication in respect of, or who acquires
any notes under, the offer contemplated in this offering circular will be deemed to have represented, warranted and
agreed to and with us, and the initial purchasers that:
(a) it is a qualified investor within the meaning of the law in that Member State implementing Article
2(1)(e) of the Prospectus Directive; and
(b) in the case of any notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, (i) the notes acquired by it in the offer have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in any Member State other than
qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the
prior consent of the initial purchasers has been given to the offer or resale; or (ii) where notes have been
acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those
notes to it is not treated under the Prospectus Directive as having been made to such persons.
For the purposes of this representation, the expression an "offer" in relation to any notes in any Member
State means the communication in any form and by any means of sufficient information on the terms of the offer
and any notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes, as the same
may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing
measure in each Member State.
IN CONNECTION WITH THE ISSUE OF THE NOTES, CREDIT SUISSE SECURITIES (USA)
LLC, AS STABILIZATION MANAGER, OR THE PERSONS ACTING ON THEIR BEHALF, MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, WE CANNOT ASSURE YOU THAT THE STABILIZATION MANAGERS OR
THE PERSONS ACTING ON THEIR BEHALF WILL UNDERTAKE ANY STABILIZATION. ANY
STABILIZATION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES.
iii

AVAILABLE INFORMATION
To permit compliance with Rule 144A under the Securities Act in connection with resales of notes, we will
be required under the Indenture under which the notes are issued (the "Indenture"), upon the request of a holder of
Rule 144A notes or Regulation S notes (during the restricted period, as defined in the legend included under "Notice
to Investors"), to furnish to such holder and any prospective purchaser designated by such holder the information
required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request we are neither a
reporting company under Section 13 or Section 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
The Indenture further requires that we furnish to the Trustee (as defined herein) all notices of meetings of
the holders of notes and other reports and communications that are generally made available to holders of the notes.
At our request, the Trustee will be required under the Indenture to mail these notices, reports and communications
received by it from us to all record holders of the notes promptly upon receipt. See "Description of Notes."
We will make available to the holders of the notes, at the corporate trust office of the Trustee at no cost,
copies of the Indenture as well as this offering circular, including a review of our operations, and annual audited
consolidated financial statements prepared in conformity with Mexican Financial Reporting Standards ("MFRS").
We will also make available at the office of the Trustee our unaudited quarterly condensed consolidated financial
statements in English prepared in accordance with MFRS. Information will also be available at the office of the
Luxembourg Listing Agent (as defined herein).
Application has been made to admit the notes on the official list of the Luxembourg Stock Exchange and to
trading on the Euro MTF market. This offering circular forms, in all material respects, the listing memorandum for
admission to the Luxembourg Stock Exchange. We will be required to comply with any undertakings given by us
from time to time to the Luxembourg Stock Exchange in connection with the notes, and to furnish to them all such
information as the rules of the Luxembourg Stock Exchange may require in connection with the listing of the notes.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
We are a sociedad anónima de capital variable (a variable capital corporation) organized under the laws of
Mexico. All of our directors, executive officers and controlling persons reside outside of the United States, a
significant portion of the assets of our directors, executive officers and controlling persons, and substantially all of
our assets are located outside of the United States, and certain of the experts named in this offering circular also
reside outside of the United States. As a result, it may not be possible for you to effect service of process within the
United States upon these persons or to enforce against any of them or us in U.S. courts judgments predicated upon
the civil liability provisions of the federal securities laws of the United States. We have been advised by our
Mexican counsel, Santamarina y Steta, S.C., that there is doubt as to the enforceability, in original actions in
Mexican courts, of liabilities predicated solely on U.S. federal securities laws and as to the enforceability in
Mexican courts of judgments of U.S. courts obtained in actions predicated upon the civil liability provisions of
U.S. federal securities laws. See "Risk Factors--Risk Factors Related to the Notes--It May be Difficult to Enforce
Civil Liabilities Against Us or Our Directors, Executive Officers and Controlling Persons."

iv

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering circular contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Words such as "believe," "anticipate," "plan," "expect,"
"intend," "target," "estimate," "project," "predict," "forecast," "guideline," "should" and similar expressions are
intended to identify forward-looking statements, but are not the exclusive means of identifying these statements.
Examples of these forward-looking statements include:
· projections or estimates of revenues, net income (loss), capital expenditures, dividends, capital
structure or other financial items or ratios;
· statements of our plans, objectives or goals, including those relating to potential acquisitions,
anticipated trends, competition, regulation, government economic policies and foreign currency
exchange rates;
· statements about our future economic performance or that of the general economic, political, social and
business conditions in Mexico or elsewhere where we operate or plan to operate; and
· statements of assumptions underlying these statements.
You should not place undue reliance on forward-looking statements, which are based on current
expectations. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and
assumptions. Our future results may differ materially from those expressed in forward-looking statements. Many of
the factors that will determine these results and values are beyond our ability to control or predict. All
forward-looking statements and risk factors included in this offering circular are made as of the date on the front
cover of this offering circular, based on information available to us as of such date, and we assume no obligation to
update any forward-looking statement or risk factor.
v

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Throughout this offering circular, unless the context otherwise requires, the terms "we," "us," "our," "the
Company" and "Scribe" refer to Grupo Papelero Scribe, S.A. de C.V. and its subsidiaries.
Financial Information
This offering circular includes our audited consolidated financial statements as of December 31, 2009 and
2008 and for the years ended December 31, 2009, 2008 and 2007, which we refer to as the "Financial Statements."
Our Financial Statements and other financial information included in the offering circular, unless otherwise
specified, are stated in Mexican pesos.
We prepare our Financial Statements in pesos and in accordance with Mexican Financial Reporting
Standards (referred to as "MFRS", and individually referred to as Normas de Información Financiera or "NIFs" and
"Bulletins"), as issued by the Mexican Board for Research and Development of Financial Reporting Standards
(Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C.), which differ in
certain significant respects from accounting principles generally accepted in the United States, referred to as "U.S.
GAAP".
See "Differences between MFRS and U.S. GAAP." We are not providing any reconciliation to U.S.
GAAP of our Financial Statements or other financial information in this offering circular. We cannot assure
you that a reconciliation would not identify material quantitative differences between our Financial
Statements and other financial information as prepared on the basis of MFRS if such information were to be
prepared on the basis of U.S. GAAP.
Through December 31, 2007, MFRS required that the effects of inflation be recorded in financial
information and that financial statements be restated to constant Mexican pesos as of the latest balance sheet date
presented. Beginning January 1, 2008, MFRS modified the accounting for the recognition of the effects of inflation
and defines two economic environments: (i) an "inflationary environment," where the cumulative inflation of the
three preceding years is 26.0% or more, in which case the effects of inflation should be recognized using the
comprehensive method; and (ii) a "non-inflationary environment," where the cumulative inflation of the three
preceding years is less than 26.0%, in which case no inflationary effects should be recognized in the financial
statements.
Since the cumulative inflation for the three fiscal years prior to those ended December 31, 2009 and 2008,
was 15.0% and 11.6%, respectively, the economic environment may be considered non-inflationary for such
periods. Inflation rates for the years ended December 31, 2009 and 2008 were 3.6% and 6.5%, respectively.
Accordingly, beginning on January 1, 2008, the Company discontinued recognition of the effects of
inflation in its financial statements. Therefore, the financial statements and notes as of and for the years ended
December 31, 2009 and 2008 included balances and transactions denominated in Mexican pesos of different
purchasing power. However, assets, liabilities and stockholders' equity include inflationary effects recognized
through December 31, 2007.
Currency Information
Unless otherwise specified, references to "US$," "U.S. dollars" and "dollars" are to the lawful currency of
the United States. References to "Ps." and "pesos" are to the lawful currency of Mexico.
This offering circular contains translations of various peso amounts into U.S. dollars at specified rates
solely for the convenience of the reader. You should understand these translations are not representations that the
peso amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rate
indicated. Unless otherwise indicated, we have translated U.S. dollar amounts in this offering circular at the
exchange rate of Ps.13.07 to US$1.00, which was the buying rate published by Banco de México, expressed in pesos
per U.S. dollar, on December 31, 2009. On March 12, 2010, the noon buying rate for pesos published by the
Federal Reserve Bank of New York was Ps.12.5457 to US$1.00. See "Exchange Rate Information."
vi

Industry and Market Data
Market data and other statistical information used throughout this offering circular are based on
independent industry publications, government publications and reports by market research firms or other published
independent sources. Some data are also based on our own internal estimates, which are derived from our review of
internal surveys, as well as independent sources. Although we believe these sources are reliable, we have not
independently verified the information and cannot guarantee its accuracy or completeness.
In addition, in many cases, we have based certain statements contained in this offering circular regarding
our industry and our position in the industry on certain assumptions concerning our customers and competitors.
These assumptions are based on our experience in the industry, conversations with our principal vendors and our
own investigation of market conditions. We cannot assure you as to the accuracy of any such assumptions, and such
assumptions may not be indicative of our position in our industry.
Rounding

Certain figures included in this offering circular have been rounded for ease of presentation. Percentage
figures included in this offering circular have not in all cases been calculated on the basis of such rounded figures
but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this offering circular may
vary from those obtained by performing the same calculations using the figures in our Financial Statements. Certain
numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded
them due to rounding.
vii

SUMMARY
This summary highlights selected information from this offering circular and does not contain all of the
information that may be important to you. You should carefully read this entire offering circular, including the
information under the heading "Risk Factors" and in the Financial Statements and accompanying notes appearing
elsewhere in this offering circular.
Throughout this offering circular, unless the context otherwise requires, the terms "we," "us," "our," "the
Company" and "Scribe" refer to Grupo Papelero Scribe, S.A. de C.V. and its subsidiaries.
Our Company
We are the largest producer and marketer of notebooks and printing and writing paper in Mexico based on
sales volume as of December 31, 2009, according to the Cámara Nacional de las Industrias de la Celulosa y Papel¸
or the Mexican National Chamber for the Pulp and Paper Industry ("CNICP"), ACNielsen Corporation ("Nielsen")
and our internal estimates. Our notebook products are marketed under several brand names, including "Scribe,"
which has been widely-recognized in Mexico since it was launched in 1962. Our paper products include some of
the most recognized and preferred paper brand names in Mexico, including, among others, "Duplicador,"
"Fotobond," "Leeds Photocopy," "Scribe Ecológico" and "Kromos Gráfico." We believe we have leading market
share in Mexico.
Prior to our formation in 2006, our businesses were conducted as part of Kimberly-Clark de México,
S.A.B. de C.V. ("KCM"), which has long been recognized as a leading manufacturer of world-class premium
writing, text, cover and specialty papers and notebooks. We have benefited from the know-how of KCM and its
strong brand-name recognition and we expect to continue benefiting from it going forward.
We currently have two lines of business: Notebooks and Paper. Our Paper line of business manufactures
and markets fine printing and writing paper, including coated and uncoated sheets and rolls of paper and uncoated
cut-size papers. Our Paper line operates in all Mexican paper consumption segments, including copy paper, graphic
arts paper, publishing paper, commercial printing paper, business forms, converters and governmental use paper.
We believe that our operations across these segments provide us with diverse sources of revenues. Our Notebooks
line of business manufactures and markets notebooks and notepads in various formats and sizes, with or without
accessories, and with various forms of binding.
The Company serves two principal market segments, the consumer paper market segment (the "Consumer
market segment") and the industrial paper market segment (the "Industrial market segment"). We serve the
Consumer market segment through the sale of notebooks, cut-size papers and tissue, targeting individual consumers
through dedicated distribution channels designed to reach a broad array of retail outlets. We believe that the
Mexican Consumer market segment will continue to present substantial growth opportunities over the coming years.
We serve the Industrial market segment through the sale of paper rolls, flat sheets and specialty paper, targeting our
industrial clients through a strategy designed to cultivate and retain long-term business relationships and provide
stability to our earnings.
Our production footprint consists of five mills: Bajío, Morelia, Orizaba, Naucalpan and San Rafael. Three
of our mills, Bajío, Morelia and Orizaba, are adjacent to facilities of KCM and share certain services (such as water,
steam and electricity) and other assets (such as certain buildings, access roads and railroad access) with KCM. See
"Related Party Transactions." We also maintain warehouse facilities at each of our five mills to store and to deliver
our products directly to our customers. We own Agrícola Oriental, a distribution facility in Mexico City, which we
use primarily to store standard paper products. In addition, we lease a distribution facility in Mexico City, primarily
to store notebooks. We own substantially all of the equipment necessary for the production and manufacturing of
printing and writing paper, notebooks and pulp. We also produce wood pulp out of wood chips obtained from
sustainable forestry operations and industrial waste wood.
From the beginning of 2007 through year-end 2009, our production grew at a compound annual growth rate
of 0.9% for our Paper line of business and 6.1% for our Notebooks line of business, as compared to a 5.3% decrease
in Mexico's gross domestic product ("GDP") over the same period. During the same period, our revenues grew at a
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compound annual growth rate of 14.1% for Paper and 10.1% for Notebooks, and we had average annual sales of
Ps.3,918.1 million (US$299.8 million) and Ps.1,587.5 million (US$121.5 million), and average annual adjusted
EBITDA of Ps.536.9 million (US$41.1 million) and Ps.273.4 million (US$20.9 million), respectively. During this
period, average annual adjusted EBITDA margins were 13.7% for Paper and 17.2% for Notebooks, respectively.
For the year ended December 31, 2009, we generated adjusted EBITDA of Ps.1,064.2 million (US$81.4
million). During the twelve-month period ended December 31, 2009, our Paper and Notebooks lines of business
generated sales of Ps.4,159.1 million (US$318.2 million) and Ps.1,684.1 million (US$128.9 million), contributing
71% and 29% of total sales, respectively. During this period, our Paper and Notebooks lines of business had an
adjusted EBITDA of Ps.764.8 million (US$58.5 million) and Ps.299.4 million (US$22.9 million), contributing 72%
and 28% of our adjusted EBITDA, respectively.
Our Competitive Strengths
We believe that the following competitive strengths have contributed to our success:
· Leading market positions in Mexico. We are the market leader in both of our lines of business based
on sales volume, according to CNICP. Our internal estimates of market share in the Paper and
Notebooks lines of business were 30% and 80%, respectively, as of December 31, 2009. Our internal
estimate of market share in cut-size paper was 38% for the same date. "Scribe" is one of the most
recognized brands in the Mexican market. Our established leading market positions provide us with a
strong competitive advantage, which we believe is supported by our economies of scale and scope of
our operations. We believe that there is still significant growth potential in our Notebooks line of
business, particularly in the mid-tier and high-end segments.
· Top brand portfolio. We believe that our product portfolio includes the top printing and writing paper
and notebook brands and licenses in Mexico. We own more than 290 brands, including uncoated
paper brands, coated paper brands, cut-size paper brands and the notebook brand "Scribe," which we
use to market our products. We employ a multi-brand strategy and position our brands within each
price-point category. We target consumers of our paper products with tailor-made market strategies
that focus on the needs and uses of a particular group of consumers. We employ an umbrella strategy
of offering diverse products under one name to promote our Notebooks brands and related products.
We also seek to continually enhance our products through market research and new product
development in order to meet evolving customer preferences. We believe that the high quality of our
products, the strength and recognition of our brands, sub-brands and licenses allow us to set and
maintain premium prices.
· Differentiated product offerings supported by value-added services. We believe we have a reputation
as a leading quality producer of premium fine and customized papers. We ensure our product quality
by utilizing computerized statistical process controls and highly trained teams of operators. We
believe that we are the supplier of choice for many of Mexico's consumers of fine and specialty paper.
The manufacturing of customized paper products involves strong client relationship strategies, as well
as a clear understanding of each client's particular needs and ongoing service requirements. This
value-added service requires frequent visits to clients' facilities in order to render technical services to
assist publishers to fine tune specific product and process requirements. We believe we are the only
paper producer in Mexico with the capabilities and resources to develop unique paper and printing
product solutions to meet the specific needs of each of our clients. We actively seek out growth
opportunities by means of strategic alliances with clients that may enhance our competitive position,
leverage our capabilities and produce high-quality products. We have had success aligning
wholesalers with our business strategy.
· Strong sales force and distribution network in Mexico. We believe we operate one of the most
successful and complete multi-channel distribution platforms for printing and writing and notebook
products in Mexico. We believe our extensive distribution channels, spanning across all of Mexico,
allow us to distribute our products reliably and with a high level of customer service. A network of
five warehouses located at the production sites plus two off-site distribution facilities supports our
distribution capabilities. Our products are distributed through a large number of independent
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