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Axtel Announces Closing of Exchange Offers and Tower Sale Transaction

Axtel, S.A.B. de C.V. (BMV: AXTELCPO; OTC: AXTLY) (“AXTEL” or “the Company”), a Mexican telecommunications company, today announced the closing 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.

In settlement of the Exchange Offers, the Company issued today $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 paid $82,564,980 in cash to tendering holders. Following the settlement of the Exchange Offers, $132,990,000 aggregate principal amount of the 2017 Notes and $134,574,000 aggregate principal amount of the 2019 Notes remain outstanding.

The Company is also pleased to announce the closing of its sale of 883 telecommunications sites to MATC Digital, S. de R.L. de C.V., a subsidiary of American Tower Corporation, for approximately $250 million. Part of the proceeds from this divestiture were used for the cash payment under the Exchange Offers and to repay in full approximately $88 million under the Company’s syndicated credit facility and related derivatives transactions. Remaining proceeds will be used to strengthen the Company’s liquidity position. With these transactions, AXTEL reduced approximately $310 million in debt and, on a pro-forma basis for the twelve-month period ending on September 30, 2012, the net debt to Adjusted EBITDA ratio decreased from 3.4x to 2.1x.

Mr. Felipe Canales, AXTEL´s Chief Financial Officer, stated “With the conclusion of our recapitalization plan, the Company now has a solid capital structure that will support the implementation of its strategic initiatives and enhance its growth prospects”. Mr. Canales went on to state “We are quite optimistic about AXTEL’s future”.

Lazard and Alfaro, Dávila y Ríos, S.C. acted as financial advisors to AXTEL on the Exchange Offers and Consent Solicitations. Citi acted as financial advisor to AXTEL on the tower sale transaction.

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.


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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