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Axtel Announces Offers to Exchange Any and All of Its Outstanding 7.625% Senior Notes Due 2017 and 9.00% Senior Notes Due 2019 for 7.00% Senior Secured Notes Due 2020, 7.00% Pesos-Denominated Senior Secured Convertible Dollar-Indexed Notes Due 2020 and Ca

Axtel, S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) (“AXTEL” or “the Company”), a Mexican fixed-line integrated telecommunications company, today announced that its wholly owned subsidiary Axtel Capital, S.A. de C.V. SOFOM E.N.R. (“Axtel Capital”) has commenced offers to exchange (the “Exchange Offers”) any and all of AXTEL’s outstanding 7.625% Senior Notes due 2017 (the “2017 Notes”) and 9.00% Senior Notes due 2019 (the “2019 Notes”, and together with the 2017 Notes, the “Old Notes”) for a combination of 7.00% Senior Secured Notes due 2020 (the “Senior Secured Notes”), 7.00% Pesos-denominated Senior Secured Convertible Dollar-indexed Notes due 2020 (the “Convertible Dollar-indexed Notes” and, together with the Senior Secured Notes, the “New Notes”) of AXTEL and cash, as set forth in the table below. The Convertible Dollar-indexed Notes are indexed to U.S. dollars and, unless a holder requests otherwise, payable in U.S. dollars. The New Notes will mature on January 31, 2020; provided that if on June 22, 2019, more than $125 million in aggregate principal amount of 2019 Notes is outstanding, the New Notes will mature on June 22, 2019.

In conjunction with the Exchange Offers, the Company commenced consent solicitations with respect to certain proposed amendments to each of the indentures governing the Old Notes (the “Indentures”), as discussed below. The current aggregate principal amount of the 2017 Notes and 2019 Notes outstanding is US$275.0 million and US$490.0 million, respectively, and the maximum aggregate principal amount of cash, Senior Secured Notes and Convertible Dollar-indexed Notes that will be issued in connection with the Exchange Offers and consent solicitations is US$114.8 million, US$356.5 million and Ps. 335.5 million (or US$26.3 million, converted into U.S. dollars at an exchange rate of 12.7777 Mexican Pesos per U.S. dollar), respectively.

 

Consideration per $1,000 Principal Amount of Old Notes Tendered

 

 

 

   

On or Prior to Early Tender Date

After Early Tender Date

  Pesos-             Pesos-        

 

denominated denominated

Outstanding

Convertible Convertible
Old Notes

Principal

Senior Dollar- Senior Dollar-
to be CUSIP/ISIN

Amount

Secured indexed Consent Total Secured indexed Exchange
Exchanged Numbers

(in millions)

Notes Notes(1) Cash Payment Consideration Notes Notes (1) Cash Consideration
 
7.625% 05462GAA2
Senior P06064AA0/
Notes due US05462GAA22

$275.0

$466

$34

$50

$100

$650

$466

$34

$50

$550

2017 USP06064AA01

 

 

 

 

 

 

 

 

 

 

 
9.00% 05462GAC8
Senior P06064AB8/
Notes due US05462GAC87

$490.0

$466

$34

$50

$100

$650

$466

$34

$50

$550

2019

US P06064AB83

 

 

 

 

 

 

 

 

 

 

 

(1)

     

This number is an approximation representing approximately Ps. 439 principal amount of Pesos-denominated Convertible Dollar-indexed Notes converted into U.S. dollars at the commercial exchange rate of Ps. 12.7777 per U.S. dollar reported by Banco de Mexico on December 20, 2012.

The Exchange Offers are being made only to eligible holders, as described below, pursuant to the Offer to Exchange and Consent Solicitation Statement dated December 26, 2012 (the “Offer to Exchange”) and related Consent and Letter of Transmittal which set forth more fully the terms and conditions of the Exchange Offers and consent solicitations. The Exchange Offers for the Old Notes are scheduled to expire at 11:59 p.m., New York City time, on January 28, 2013 (the “Expiration Date”), unless extended by Axtel Capital. Eligible holders who tender their Old Notes by 5:00 p.m., New York City time, on January 11, 2013, unless extended by Axtel Capital (such date and time, as the same may be extended, the “Early Tender Date”), will receive the consideration set forth in the table above. Eligible holders who validly tender their Old Notes will be deemed to have consented to the proposed amendments to the Indentures. Eligible holders may only withdraw their consents and tenders prior to January 11, 2013.

Eligible holders of Old Notes who tender their Old Notes and deliver their consents after the Early Tender Date will receive the consideration set forth in the table above.

Holders who tender Old Notes pursuant to an Exchange Offer will also be consenting to the proposed amendments which will amend the applicable Indenture to eliminate substantially all of the covenants other than the covenant to pay principal and interest when due, and will eliminate most events of default.

The consummation of the Exchange Offers and consent solicitations are subject to the conditions set forth in the Offer to Exchange, including, among other things, the receipt by the Company of consents of the holders representing a majority in aggregate principal amount of each of the 2017 Notes and the 2019 Notes, the concurrent consummation of the sale-and-leaseback transaction described below and on other terms and conditions.

The complete terms and conditions of the Exchange Offers and consent solicitations are described in the Offer to Exchange, copies of which may be obtained by eligible holders by contacting D.F. King & Co., Inc., the information agent for the exchange offers and consent solicitations, at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or (800) 967-4612 (toll free), or axtel@dfking.com.

The New Notes have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer.

The Exchange Offers are being made, and the New Notes are being offered and issued, only to registered holders of Old Notes (i) in the United States who are (a) “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (b) “accredited investors,” as that term is defined in Rule 501(a) under the Securities Act, that are institutions of the types described in clauses (1), (2), (3) and (7) of Rule 501(a) and (ii) outside the United States and are persons who are not “U.S. persons,” as that term is defined in Rule 902 under the Securities Act.

The Company also announced that the process regarding the potential asset sale transaction with MATC Digital, S. de R.L. de C.V., a subsidiary of American Tower Corporation (“MATC”), continues to progress. Under the current proposal, MATC would acquire approximately 890 telecommunications sites for a purchase price of approximately US$250 million. MATC would then lease space on these telecommunications sites back to AXTEL for initial minimum lease terms ranging from 6 years to 15 years depending on the technology installation at each site. AXTEL expects its lease commitment initially to result in an additional annual net expense to the company of approximately $20 million. The lease payments would adjust annually based on an agreed inflation index. The parties are still working on finalizing the legal documentation of the transaction, and the closing would be subject to the successful consummation of the Exchange Offers, among other closing conditions. In addition, the Company commented that an additional amount of approximately US$20 million was drawn down from its secured bank facility on December 4, 2012 resulting in approximately US$80 million outstanding under this facility as of the date hereof.

This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the New Notes nor an offer to purchase Old Notes nor a solicitation of Consents. The Exchange Offers and Consent Solicitations are being made solely by means of the Offer to Exchange and the related Consent and Letter of Transmittal.

About AXTEL

AXTEL is a Mexican telecommunications company with significant growth in the broadband segment, and one of the leading companies in information and communication technologies solutions in the corporate, financial and government sectors. The Company serves all market segments - corporate, financial, government, wholesale and residential with the most robust offering of integrated communications services in Mexico. Its world-class network consists of different access technologies like fiber optic, fixed wireless access, point to point and point to multipoint links, in order to offer solutions tailored to the needs of its customers.

AXTEL’s shares, represented by Ordinary Participation Certificates or CPOs, trade on the Mexican Stock Exchange under the symbol 'AXTELCPO' since 2005.

Forward-Looking Statements

This release contains certain forward-looking statements regarding the future events or the future financial performance of AXTEL. These statements reflect management's current views with respect to future events or financial performance, and are based on management's current assumptions and information currently available and are not guarantees of the Company's future performance. The timing of certain events and actual results could differ materially from those projected or contemplated by the forward-looking statements due to a number of factors including, but not limited to those inherent to operating in a highly regulated industry, strong competition, commercial and financial execution, economic conditions, among others.

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