Axtel Announces Final Tender Results and Acceptance of Tenders in Exchange
Offers and Consent Solicitations
SAN PEDRO GARZA GARCIA, Mexico -- January 29, 2013
Axtel, S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) (“AXTEL” or “the Company”),
a Mexican fixed-line integrated telecommunications company, today announced
the expiration and final results of the previously announced exchange offers
being made by its wholly owned subsidiary Axtel Capital, S. de R.L. de C.V.
(formerly Axtel Capital, S.A. de C.V. SOFOM E.N.R.) 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 Senior Secured
Notes due 2020 and Peso-denominated Senior Secured Convertible Dollar-indexed
Notes due 2020 of AXTEL (collectively, the “New Notes”), and cash.
The Exchange Offers were made pursuant to the Offer to Exchange and Consent
Solicitation Statement dated December 26, 2012, as supplemented on January 11,
2013 and January 20, 2013 (the “Offer to Exchange”) and related Consent and
Letter of Transmittal. The Exchange Offers expired at 11:59 p.m., New York
City time, on January 28, 2013 (the "Expiration Date"). Based on information
provided by D.F. King & Co., Inc., the exchange agent for the Exchange Offers,
the table below sets forth the amount of Old Notes that were tendered prior to
the Expiration Date.
Old Notes to CUSIP/ISIN Outstanding Amount Tendered
be Numbers Principal Tendered as of
Exchanged Amount as of Expiration
Senior Notes P06064AA0/ $275,000,000 $142,010,000 51.64%
due 2017 US05462GAA22
9.00% Senior 05462GAC8
Notes P06064AB8/ $490,000,000 $355,426,000 72.54%
due 2019 US05462GAC87
The Company also announced today that, in accordance with the terms of the
Exchange Offers, it has accepted for exchange all of the Old Notes validly
tendered and as to which consents were delivered (and not withdrawn), as of
the Expiration Date.
The Company anticipates settlement of the Exchange Offers on January 31, 2013
at which time it will issue $248,653,000 principal amount of its Senior
Secured Notes due 2020 and Ps. 283,533,200 (or $22,189,690, converted into
U.S. dollars at an exchange rate of 12.7777 Mexican Pesos per U.S. dollar),
principal amount of its Peso-denominated Senior Secured Convertible
Dollar-indexed Notes due 2020, and pay $82,564,980 in cash to tendering
Lazard and Alfaro, Dávila y Ríos, S.C. acted as financial advisors to AXTEL.
Citigroup and Credit Suisse acted as Joint Dealer Managers for the Exchange
Offers and Joint Solicitation Agents for the Consent Solicitations.
Other important information
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
registration or an applicable exemption from registration requirements, and
will therefore be subject to substantial restrictions on transfer. 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.
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.
This release contains certain forward-looking statements regarding the future
events or the future financial performance of AXTEL that are made pursuant to
the safe harbor for forward-looking statements provided by the Private
Securities Litigation Reform Act of 1995. 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.
Axtel, S.A.B. de C.V.
Adrian de los Santos, +52(81) 8114-1128
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