Maxcom Announces Early Participation Results Of Exchange Offer
MEXICO CITY, March 14, 2013
MEXICO CITY, March 14, 2013 /PRNewswire/ -- (NYSE: MXT, BMV: MAXCOM.CPO) –
Maxcom Telecomunicaciones, S.A.B. de C.V. ("Maxcom" or the "Company")
announced today that the exchange agent in the exchange offer (the "Exchange
Offer") for any and all of the Company's outstanding 11% Senior Notes due 2014
(the "Old Notes") for its new Step-Up Senior Notes due 2020 (the "New Notes")
has advised the Company that as of 5:00 p.m., New York City Time, on March 13,
2013, approximately US$120,172,000, or 60.09%, of the Old Notes had been
validly tendered and not withdrawn in the Exchange Offer.
The concurrent equity tender offer for Maxcom's Series A Common Stock and
related CPOs and ADSs (the "Equity Tender Offer") by the purchaser and the
other co-bidders named in the Equity Tender Offer documents, and the binding
obligation of the purchaser in connection with the Equity Tender Offer to make
a capital contribution to Maxcom, which will be in the amount of approximately
US$45 million, are conditioned upon, among other things, an exchange of at
least 90% of the Old Notes in the Exchange Offer. If this condition is not
met, Maxcom will not receive the capital contribution proposed by the
If the Exchange Offer is not consummated and as a result the Equity Tender
Offer is not consummated and the capital contribution to Maxcom is not made by
the purchaser, Maxcom believes there is a significant risk to its operational
and financial viability due to, among other factors:
othe Company's low and deteriorating cash balances and liquidity ratios,
othe Company's ability to meet its debt service obligations under the Old
Notes may be at risk,
oa statement by one of the rating agencies that if the Exchange Offer is
not consummated, the Company's credit rating could potentially be
downgraded by more than one notch, and
othe Company will not have the ability to make necessary investments in
technology, infrastructure and maintenance of its network.
If the Company is unable to consummate the Exchange Offer and secure
additional capital and liquidity offered by the purchaser in connection with
the Equity Tender Offer, then the Company will have to evaluate other
alternatives available to it under law to conserve its cash and restructure
its debt obligations including, but not limited to, debt forgiveness, an
extension of maturity, and a lower coupon.
Maxcom recognizes the benefits to the Company of the proposed capital
contribution by the purchaser in connection with the Equity Tender Offer that
is conditioned on the successful completion of the Exchange Offer. Based on
the foregoing, Maxcom announced today that it has extended the early
participation period in the Exchange Offer to 5:00 p.m., New York City time,
on March 27, 2013, the expiration date of the Exchange Offer. All Old Notes
validly tendered by the expiration date of the Exchange Offer will receive the
early participation consideration.
The complete terms and conditions of the Exchange Offer and consent
solicitation are described in the Offering Memorandum and Consent Solicitation
Statement, copies of which may be obtained by eligible holders of the Old
Notes by contacting D.F. King & Co., Inc., the information agent for the
Exchange Offer and consent solicitation, at (800) 967-4607 (toll free).
The New Notes have not been registered under the Securities Act of 1933, as
amended (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.
The Exchange Offer is 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 "qualified institutional buyers," as that term is defined in Rule144A
under the Securities Act and (ii) outside the United States and are persons
who are not "U.S. persons," as that term is defined in Rule902 under the
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
Offer and consent solicitation is being made solely by means of the Offering
Memorandum and Consent Solicitation Statement and Letter of Transmittal.
Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City,
Mexico, is a facilities-based telecommunications provider using a
"smart-build" approach to deliver last-mile connectivity to micro, small and
medium-sized businesses and residential customers in the Mexican territory.
Maxcom launched commercial operations in May 1999 and is currently offering
local, long distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis,
and Queretaro, and on a selected basis in several cities in Mexico. The
information contained in this press release is the exclusive responsibility of
Maxcom and has not been reviewed by the Mexican National Banking and
Securities Commission (the "CNBV") or any other authority. The registration of
the securities described in this press release before the National Registry of
Securities (Registro Nacional de Valores) held by the CNBV, shall it be the
case, does not imply a certification of the investment quality of the
securities or of Maxcom's solvency. The trading of these securities by an
investor will be made under such investor's own responsibility.
This document may include forward-looking statements that involve risks and
uncertainties that are detailed from time to time in the U.S. Securities and
Exchange Commission filings of the Company. Words such as "estimate,"
"project," "plan," "believe," "expect," "anticipate," "intend," and similar
expressions may identify such forward-looking statements. The Company wants to
caution readers that any forward-looking statement in this document or made by
the company's management involves risks and uncertainties that may change
based on various important factors not under the Company's control. These
forward-looking statements represent the Company's judgment as of the date of
this document. The Company disclaims, however, any intent or obligation to
update these forward-looking statements.
SOURCE Maxcom Telecomunicaciones, S.A.B. de C.V.
Contact: Manuel S. Perez, +52 55 4770-1170, email@example.com
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