Welcome!

.NET Authors: ChandraShekar Dattatreya, Trevor Parsons, Peter Silva, Yeshim Deniz, Pat Romanski

News Feed Item

Axtel Announces Offers to Exchange Any and All of Its Outstanding 7.625% Senior Notes Due 2017 and 9.00% Senior Notes Due 2019 for 7.00% Senior Secured Notes Due 2020, 7.00% Pesos-Denominated Senior Secured Convertible Dollar-Indexed Notes Due 2020 and Ca

Axtel, S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) (“AXTEL” or “the Company”), a Mexican fixed-line integrated telecommunications company, today announced that its wholly owned subsidiary Axtel Capital, S.A. de C.V. SOFOM E.N.R. (“Axtel Capital”) has commenced offers 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 7.00% Senior Secured Notes due 2020 (the “Senior Secured Notes”), 7.00% Pesos-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 set forth in the table below. The Convertible Dollar-indexed Notes are indexed to U.S. dollars and, unless a holder requests otherwise, payable in U.S. dollars. The New Notes will mature on January 31, 2020; provided that if on June 22, 2019, more than $125 million in aggregate principal amount of 2019 Notes is outstanding, the New Notes will mature on June 22, 2019.

In conjunction with the Exchange Offers, the Company commenced consent solicitations with respect to certain proposed amendments to each of the indentures governing the Old Notes (the “Indentures”), as discussed below. The current aggregate principal amount of the 2017 Notes and 2019 Notes outstanding is US$275.0 million and US$490.0 million, respectively, and the maximum aggregate principal amount of cash, Senior Secured Notes and Convertible Dollar-indexed Notes that will be issued in connection with the Exchange Offers and consent solicitations is US$114.8 million, US$356.5 million and Ps. 335.5 million (or US$26.3 million, converted into U.S. dollars at an exchange rate of 12.7777 Mexican Pesos per U.S. dollar), respectively.

 

Consideration per $1,000 Principal Amount of Old Notes Tendered

 

 

 

   

On or Prior to Early Tender Date

After Early Tender Date

  Pesos-             Pesos-        

 

denominated denominated

Outstanding

Convertible Convertible
Old Notes

Principal

Senior Dollar- Senior Dollar-
to be CUSIP/ISIN

Amount

Secured indexed Consent Total Secured indexed Exchange
Exchanged Numbers

(in millions)

Notes Notes(1) Cash Payment Consideration Notes Notes (1) Cash Consideration
 
7.625% 05462GAA2
Senior P06064AA0/
Notes due US05462GAA22

$275.0

$466

$34

$50

$100

$650

$466

$34

$50

$550

2017 USP06064AA01

 

 

 

 

 

 

 

 

 

 

 
9.00% 05462GAC8
Senior P06064AB8/
Notes due US05462GAC87

$490.0

$466

$34

$50

$100

$650

$466

$34

$50

$550

2019

US P06064AB83

 

 

 

 

 

 

 

 

 

 

 

(1)

     

This number is an approximation representing approximately Ps. 439 principal amount of Pesos-denominated Convertible Dollar-indexed Notes converted into U.S. dollars at the commercial exchange rate of Ps. 12.7777 per U.S. dollar reported by Banco de Mexico on December 20, 2012.

The Exchange Offers are being made only to eligible holders, as described below, pursuant to the Offer to Exchange and Consent Solicitation Statement dated December 26, 2012 (the “Offer to Exchange”) and related Consent and Letter of Transmittal which set forth more fully the terms and conditions of the Exchange Offers and consent solicitations. The Exchange Offers for the Old Notes are scheduled to expire at 11:59 p.m., New York City time, on January 28, 2013 (the “Expiration Date”), unless extended by Axtel Capital. Eligible holders who tender their Old Notes by 5:00 p.m., New York City time, on January 11, 2013, unless extended by Axtel Capital (such date and time, as the same may be extended, the “Early Tender Date”), will receive the consideration set forth in the table above. Eligible holders who validly tender their Old Notes will be deemed to have consented to the proposed amendments to the Indentures. Eligible holders may only withdraw their consents and tenders prior to January 11, 2013.

Eligible holders of Old Notes who tender their Old Notes and deliver their consents after the Early Tender Date will receive the consideration set forth in the table above.

Holders who tender Old Notes pursuant to an Exchange Offer will also be consenting to the proposed amendments which will amend the applicable Indenture to eliminate substantially all of the covenants other than the covenant to pay principal and interest when due, and will eliminate most events of default.

The consummation of the Exchange Offers and consent solicitations are subject to the conditions set forth in the Offer to Exchange, including, among other things, the receipt by the Company of consents of the holders representing a majority in aggregate principal amount of each of the 2017 Notes and the 2019 Notes, the concurrent consummation of the sale-and-leaseback transaction described below 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 [email protected].

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 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.

The Company also announced that the process regarding the potential asset sale transaction with MATC Digital, S. de R.L. de C.V., a subsidiary of American Tower Corporation (“MATC”), continues to progress. Under the current proposal, MATC would acquire approximately 890 telecommunications sites for a purchase price of approximately US$250 million. MATC would then lease space on these telecommunications sites back to AXTEL for initial minimum lease terms ranging from 6 years to 15 years depending on the technology installation at each site. AXTEL expects its lease commitment initially to result in an additional annual net expense to the company of approximately $20 million. The lease payments would adjust annually based on an agreed inflation index. The parties are still working on finalizing the legal documentation of the transaction, and the closing would be subject to the successful consummation of the Exchange Offers, among other closing conditions. In addition, the Company commented that an additional amount of approximately US$20 million was drawn down from its secured bank facility on December 4, 2012 resulting in approximately US$80 million outstanding under this facility as of the date hereof.

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. 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.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

@ThingsExpo Stories
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using the URL as a basic building block, we open this up and get the same resilience that the web enjoys.
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series data. By focusing on enterprise applications and the data center, he will use OpenTSDB as an example t...
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect at Hookflash, will walk through the shifting landscape of traditional telephone and voice services ...
The Domain Name Service (DNS) is one of the most important components in networking infrastructure, enabling users and services to access applications by translating URLs (names) into IP addresses (numbers). Because every icon and URL and all embedded content on a website requires a DNS lookup loading complex sites necessitates hundreds of DNS queries. In addition, as more internet-enabled ‘Things' get connected, people will rely on DNS to name and find their fridges, toasters and toilets. According to a recent IDG Research Services Survey this rate of traffic will only grow. What's driving t...
Enthusiasm for the Internet of Things has reached an all-time high. In 2013 alone, venture capitalists spent more than $1 billion dollars investing in the IoT space. With "smart" appliances and devices, IoT covers wearable smart devices, cloud services to hardware companies. Nest, a Google company, detects temperatures inside homes and automatically adjusts it by tracking its user's habit. These technologies are quickly developing and with it come challenges such as bridging infrastructure gaps, abiding by privacy concerns and making the concept a reality. These challenges can't be addressed w...
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at Internet of @ThingsExpo, James Kirkland, Chief Architect for the Internet of Things and Intelligent Systems at Red Hat, described how to revolutioniz...
Bit6 today issued a challenge to the technology community implementing Web Real Time Communication (WebRTC). To leap beyond WebRTC’s significant limitations and fully leverage its underlying value to accelerate innovation, application developers need to consider the entire communications ecosystem.
The definition of IoT is not new, in fact it’s been around for over a decade. What has changed is the public's awareness that the technology we use on a daily basis has caught up on the vision of an always on, always connected world. If you look into the details of what comprises the IoT, you’ll see that it includes everything from cloud computing, Big Data analytics, “Things,” Web communication, applications, network, storage, etc. It is essentially including everything connected online from hardware to software, or as we like to say, it’s an Internet of many different things. The difference ...
Cloud Expo 2014 TV commercials will feature @ThingsExpo, which was launched in June, 2014 at New York City's Javits Center as the largest 'Internet of Things' event in the world.
SYS-CON Events announced today that Windstream, a leading provider of advanced network and cloud communications, has been named “Silver Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9–11, 2015, at the Javits Center in New York, NY. Windstream (Nasdaq: WIN), a FORTUNE 500 and S&P 500 company, is a leading provider of advanced network communications, including cloud computing and managed services, to businesses nationwide. The company also offers broadband, phone and digital TV services to consumers primarily in rural areas.
"There is a natural synchronization between the business models, the IoT is there to support ,” explained Brendan O'Brien, Co-founder and Chief Architect of Aria Systems, in this SYS-CON.tv interview at the 15th International Cloud Expo®, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
The major cloud platforms defy a simple, side-by-side analysis. Each of the major IaaS public-cloud platforms offers their own unique strengths and functionality. Options for on-site private cloud are diverse as well, and must be designed and deployed while taking existing legacy architecture and infrastructure into account. Then the reality is that most enterprises are embarking on a hybrid cloud strategy and programs. In this Power Panel at 15th Cloud Expo (http://www.CloudComputingExpo.com), moderated by Ashar Baig, Research Director, Cloud, at Gigaom Research, Nate Gordon, Director of T...

ARMONK, N.Y., Nov. 20, 2014 /PRNewswire/ --  IBM (NYSE: IBM) today announced that it is bringing a greater level of control, security and flexibility to cloud-based application development and delivery with a single-tenant version of Bluemix, IBM's platform-as-a-service. The new platform enables developers to build ap...

An entirely new security model is needed for the Internet of Things, or is it? Can we save some old and tested controls for this new and different environment? In his session at @ThingsExpo, New York's at the Javits Center, Davi Ottenheimer, EMC Senior Director of Trust, reviewed hands-on lessons with IoT devices and reveal a new risk balance you might not expect. Davi Ottenheimer, EMC Senior Director of Trust, has more than nineteen years' experience managing global security operations and assessments, including a decade of leading incident response and digital forensics. He is co-author of t...
Technology is enabling a new approach to collecting and using data. This approach, commonly referred to as the "Internet of Things" (IoT), enables businesses to use real-time data from all sorts of things including machines, devices and sensors to make better decisions, improve customer service, and lower the risk in the creation of new revenue opportunities. In his General Session at Internet of @ThingsExpo, Dave Wagstaff, Vice President and Chief Architect at BSQUARE Corporation, discuss the real benefits to focus on, how to understand the requirements of a successful solution, the flow of ...
The security devil is always in the details of the attack: the ones you've endured, the ones you prepare yourself to fend off, and the ones that, you fear, will catch you completely unaware and defenseless. The Internet of Things (IoT) is nothing if not an endless proliferation of details. It's the vision of a world in which continuous Internet connectivity and addressability is embedded into a growing range of human artifacts, into the natural world, and even into our smartphones, appliances, and physical persons. In the IoT vision, every new "thing" - sensor, actuator, data source, data con...
"BSQUARE is in the business of selling software solutions for smart connected devices. It's obvious that IoT has moved from being a technology to being a fundamental part of business, and in the last 18 months people have said let's figure out how to do it and let's put some focus on it, " explained Dave Wagstaff, VP & Chief Architect, at BSQUARE Corporation, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4-6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Focused on this fast-growing market’s needs, Vitesse Semiconductor Corporation (Nasdaq: VTSS), a leading provider of IC solutions to advance "Ethernet Everywhere" in Carrier, Enterprise and Internet of Things (IoT) networks, introduced its IStaX™ software (VSC6815SDK), a robust protocol stack to simplify deployment and management of Industrial-IoT network applications such as Industrial Ethernet switching, surveillance, video distribution, LCD signage, intelligent sensors, and metering equipment. Leveraging technologies proven in the Carrier and Enterprise markets, IStaX is designed to work ac...
C-Labs LLC, a leading provider of remote and mobile access for the Internet of Things (IoT), announced the appointment of John Traynor to the position of chief operating officer. Previously a strategic advisor to the firm, Mr. Traynor will now oversee sales, marketing, finance, and operations. Mr. Traynor is based out of the C-Labs office in Redmond, Washington. He reports to Chris Muench, Chief Executive Officer. Mr. Traynor brings valuable business leadership and technology industry expertise to C-Labs. With over 30 years' experience in the high-tech sector, John Traynor has held numerous...
The 3rd International @ThingsExpo, co-located with the 16th International Cloud Expo - to be held June 9-11, 2015, at the Javits Center in New York City, NY - announces that it is now accepting Keynote Proposals. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devices - computers, smartphones, tablets, and sensors - connected to the Internet by 2020. This number will continue to grow at a rapid pace for the next several decades.