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| [January 29, 2013] |
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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.
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Old Notes to be Exchanged
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CUSIP/ISIN Numbers
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Outstanding Principal Amount
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Aggregate Principal Amount Tendered as
of Expiration Date
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Approximate Percentage Tendered as of Expiration
Date
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7.625% Senior Notes due 2017
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05462GAA2 P06064AA0/ US05462GAA22 USP06064AA01
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$275,000,000
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$142,010,000
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51.64%
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9.00% Senior Notes due 2019
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05462GAC8 P06064AB8/ US05462GAC87 USP06064AB83
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$490,000,000
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$355,426,000
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72.54%
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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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