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TMCNet:  Axtel Announces Final Tender Results and Acceptance of Tenders in Exchange Offers and Consent Solicitations

[January 29, 2013]

Axtel Announces Final Tender Results and Acceptance of Tenders in Exchange Offers and Consent Solicitations

SAN PEDRO GARZA GARCIA, Mexico --(Business Wire)--

Axtel (News - Alert), 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 be
Exchanged

 

CUSIP/ISIN
Numbers

 

Outstanding
Principal Amount

 

Aggregate
Principal Amount
Tendered
as of
Expiration Date

 

Approximate
Percentage Tendered
as of
Expiration Date

 

7.625% Senior Notes
due 2017

05462GAA2 P06064AA0/
US05462GAA22
USP06064AA01

$275,000,000 $142,010,000 51.64%
 

9.00% Senior Notes
due 2019

05462GAC8 P06064AB8/
US05462GAC87
USP06064AB83

$490,000,000 $355,426,000 72.54%
 

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it has accepted for exchange all of the Old Notes validly tendered and as to which consents were delivered (and not withdrawn), as of the Expiration Date.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 holders.

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.

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 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.


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