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Axtel, S.A.B. de C.V. – Tender Offer - Final Results

Axtel, S.A.B. de C.V. Announces Final Results of Tender Offer for up to US$120,000,000 Aggregate Principal Amount of its Outstanding 6.375% Senior Notes Due 2024


14 FEBRUARY 2023


Full announcement available via EURONEXT.


"SAN NICOLÁS DE LOS GARZA, NUEVO LEÓN, MÉXICO, February 14, 2023 — AXTEL, S.A.B. DE C.V., (the “Company”) announced today the final results of the previously announced offer to purchase (the “Tender Offer”) up to US$120,000,000 aggregate principal amount (the “Tender Cap”) of its outstanding 6.375% Senior Notes due 2024 (CUSIP Nos. Nos. 05462G AJ3 / US05462GAJ31 and P0606P AC9 / USP0606PAC97) (the “Notes”). The Tender Offer expired on February 13, 2023 at 11:59 P.M., New York City time (the “Expiration Time”). The Company further announced that as of the Expiration Time, the Company had received tenders (not validly withdrawn) from the holders of US$88,647,000 of the total outstanding principal amount of the Notes, including US$77,737,000 of the total outstanding principal amount of the Notes that were tendered and not validly withdrawn as of 5:00 P.M., New York City time on January 30, 2023 (the “Early Tender Deadline”).


The Company has accepted for purchase all Notes validly tendered and not validly withdrawn pursuant to the Offer to Purchase, dated January 17, 2023 (as amended and supplemented by the announcement made by the Company on January 30, 2023, and as it may be amended or supplemented from time to time, the “Offer to Purchase”). As previously announced, holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Deadline received on February 2, 2023 (the “Early Payment Date”), an amount equal to US$863.75 (the “Total Consideration”) for every US$1,000 principal amount of the Notes validly tendered at or before the Early Tender Deadline and accepted in the Tender Offer, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date.


Holders of Notes who validly tendered their Notes after the Early Tender Deadline but at or prior to the Expiration Time will also receive the Total Consideration of US$863.75 per US$1,000 principal amount of Notes validly tendered and not withdrawn, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor.


Payment for all Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Time will be made promptly after the Expiration Time, and is expected to be made on February 14, 2023.

The Company’s obligations to accept any Notes validly tendered and not withdrawn and to pay the consideration for them are set forth solely in the Offer to Purchase. The Tender Offer was made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase."

 

Axtel, S.A.B. de C.V. Announces Early Tender Results, Early Payment Date, Tender Cap Increase, and Extension of Early Tender Period in respect of its Tender Offer


01 FEBRUARY 2023


Full announcement available via EURONEXT.


"SAN NICOLÁS DE LOS GARZA, NUEVO LEÓN, MÉXICO, January 31, 2023 – AXTEL, S.A.B. DE C.V., (the “Company”) announced today the early tender results as of January 30, 2023 at 5:00 P.M., New York City time (the “Early Tender Deadline”) in respect of the previously announced offer to purchase (the “Tender Offer”) up to U.S.$75,000,000 aggregate principal amount (the “Tender Cap”) of its outstanding 6.375% Senior Notes due 2024 (CUSIP/ISIN Nos. 05462G AJ3 / US05462GAJ31 and P0606P AC9 / USP0606PAC97) (the “Notes”). The Company further announced that as of the Early Tender Deadline, the Company had received tenders (not validly withdrawn) from the holders of U.S.$77,737,000 of the total outstanding principal amount of the Notes, and that it has accepted for purchase U.S.$77,737,000 aggregate principal amount of such Notes pursuant to the Tender Offer. In connection therewith, the Company is also increasing the Tender Cap from the previously announced U.S.$75,000,000 to U.S.$120,000,000.


The early settlement date on which the Company will make the payment for the Notes validly tendered and not validly withdrawn in the Tender Offer at or prior to the Early Tender Deadline and that are accepted for purchase is expected to be February 2, 2023 (the “Early Payment Date”). Subject to the conditions set forth in the Offer to Purchase, dated January 17, 2023 (as amended or supplemented from time to time, the “Offer to Purchase”), relating to the Tender Offer, holders of Notes who validly tendered their Notes at or prior to the Early Tender Deadline and did not validly withdraw their Notes at or prior to such time and whose Notes have been accepted for purchase will receive on the Early Payment Date the total consideration of U.S.$863.75 (the “Total Consideration”) for every U.S.$1,000 principal amount of such Notes, which includes an early tender payment of U.S.$50 (the “Early Tender Payment”) for each U.S.$1,000 principal amount of Notes, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the Early Payment Date. Withdrawal rights for the Offer expired at 5:00 P.M., New York City time on January 30, 2023 (the “Withdrawal Deadline”). Notes that have been validly tendered (and not validly withdrawn) on or prior to the Withdrawal Deadline cannot be withdrawn, except as may be required by applicable law.


The Company has decided to extend the Early Tender Deadline to 11:59 P.M. New York City time on February 13, 2023, which is also the expiration time of the Tender Offer (the “Expiration Time”), and provide the Early Tender Payment to any holder that validly tenders its Notes prior to the Expiration Time. Accordingly, subject to the Tender Cap, holders of Notes who validly tender their Notes at or prior to the Expiration Time will receive the Total Consideration for every U.S.$1,000 principal amount of the Notes validly tendered at or before the Expiration Time and accepted in the Tender Offer, which includes the Early Tender Payment, plus accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the purchase date therefor."

 

Axtel, S.A.B. de C.V. Announces a Tender Offer for up to U.S. $75,000,000 Aggregate Principal Amount of its Outstanding 6.375% Senior Notes Due 2024


18 JANUARY 2023


Full announcement available via EURONEXT.


"SAN NICOLÁS DE LOS GARZA, NUEVO LEÓN, MÉXICO, January 17, 2023 – AXTEL, S.A.B. DE C.V., (the “Company”) announced today that it has commenced an offer to purchase (the “Tender Offer”) up to U.S. $75,000,000 aggregate principal amount (the “Tender Cap”) of its outstanding 6.375% Senior Notes due 2024 (CUSIP/ISIN Nos. 05462G AJ3 / US05462GAJ31 and P0606P AC9 / USP0606PAC97) (the “Notes”), upon the terms and subject to the conditions set forth in the Offer to Purchase (as defined below).


The Tender Offer


The Tender Offer will expire at 11:59 P.M., New York City time, on February 13, 2023 (such time and date, as the same may be extended, the “Expiration Time”). Holders who validly tender Notes at or prior to 5:00 P.M., New York City Time, on January 30, 2023 (such time and date, as the same may be extended, the “Early Tender Deadline”), unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Total Consideration (as described below). Holders who validly tender Notes after the Early Tender Deadline, but at or prior to the Expiration Time, unless the Tender Offer is earlier terminated or withdrawn by the Company, will be eligible to receive the Tender Offer Consideration (as described below). Notes tendered may be withdrawn at any time at or prior to 5:00 P.M., New York City Time, on January 30, 2023 (such time and date, as the same may be extended, the “Withdrawal Deadline”) but not thereafter.


Holders of Notes who validly tender Notes in the Tender Offer, and whose tenders are accepted by the Company, will receive, in addition to accrued and unpaid interest, for each U.S. $1,000 principal amount of Notes tendered, an amount in cash in U.S. dollars equal to:


• in the case of Notes tendered at or prior to the Early Tender Deadline, an amount equal to US $863.75 (the “Total Consideration”), consisting of (i) an amount equal to US $813.75 (the “Tender Offer Consideration”), plus (ii) an amount equal to US $50 (the “Early Tender Payment”) and


• in the case of Notes tendered after the Early Tender Deadline, but at or prior to the Expiration Time, the Tender Offer Consideration.


If the purchase of all validly tendered Notes would cause the Company to purchase a principal amount greater than the Tender Cap, then the Tender Offer will be oversubscribed and, if the Company accepts Notes in the Tender Offer, it will accept for purchase tendered Notes on a prorated basis. No consideration will be payable with respect to any Notes returned due to proration.


So long as the terms and conditions described in the Offer to Purchase are satisfied, the Company intends to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate amount of Notes validly tendered and not withdrawn exceeds the Tender Cap. If the Tender Offer is not fully subscribed as of the Early Tender Deadline, holders who validly tender Notes after the Early Tender Deadline and at or before the Expiration Time may be subject to proration, whereas holders who validly tendered Notes at or prior to the Early Tender Deadline will not be subject to proration. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes after the Early Tender Deadline may not have any of their Notes accepted for payment, unless the Company decides to (i) extend the Tender Offer or (ii) increase the Tender Cap, subject to applicable law, in its sole discretion. In any scenario, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn will have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. The Company will announce the results of proration, if any, by press release promptly after the Early Acceptance Date or the Final Acceptance Date (each as defined below), as the case may be.


The terms and conditions of the Tender Offer are set forth in an Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”). Subject to applicable law, the Company may amend, extend, terminate or withdraw the Tender Offer.


The table below summarizes certain payment terms of the Offer:"

...


"HSBC Securities (USA) Inc. and Scotia Capital (USA) Inc. are the dealer managers for the Tender Offer. D.F. King & Co., Inc. has been appointed as the tender agent and information agent for the Tender Offer.

Persons with questions regarding the Tender Offer should contact HSBC Securities (USA) Inc. at (212) 525-5552 (collect) or (888) HSBC-4LM (toll-free) and/or Scotia Capital (USA) Inc. at (212) 225-5501 (collect) or (800) 372-3930 (toll-free).


The Offer to Purchase will be distributed to holders of Notes promptly. Holders who would like additional copies of the Offer to Purchase may call the information agent, D.F. King & Co., Inc., toll-free at (800) 870-0653. (Banks and brokers may call collect at (212) 269-5550 or email axtel@dfking.com)."

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