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| [January 20, 2013] |
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Axtel Announces Second Supplement to Exchange Offers
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 that has amended and supplemented the pending 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., "Axtel
Capital") 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 (the "Senior Secured Notes"), Peso-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 announced last Friday, the Company has received tenders from holders
of a majority in principal amount of each series of the Old Notes in
satisfaction of the minimum tender condition. The Company has decided to
further extend the Early Tender Date to permit additional Old Notes'
bondholders to participate in the Early Tender Date consideration now
that the minimum tender condition has been met. The Exchange Offers are
expected to expire at 11:59 p.m., New York City time, on January 28,
2013, unless either or both of them are extended by Axtel Capital.
Mr. Felipe Canales, AXTEL´s Chief Financial Officer stated "We
understand that some bondholders were not able to tender their Old Notes
by the Early Tender Date due to administrative issues. Therefore, the
extension announced will make the Early Tender Date consideration
available through the extended date."
The Exchange Offers and the terms of the New Notes are revised as
follows:
Extension of Early Tender Date. The Early Tender Date is 5:00
p.m. New York City time on January 24, 2013, unless extended or earlier
terminated by Axtel Capital.
No otherchanges to the terms of the Exchange Offers were announced.
The consummation of the Exchange Offers and related consent
solicitations are subject to the conditions set forth in the Offer to
Exchange, including, among other things, the concurrent consummation of
the sale-and-leaseback transaction with MATC Digital, S. de R.L. de
C.V., a subsidiary of American Tower (News - Alert) Corporation which has been
previously disclosed by AXTEL, 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 registration or 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.
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 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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