Jan 2 - Fitch Ratings has downgraded Axtel, S.A.B. de C.V.'s (Axtel) ratings following the announcement of an exchange offering for the 2017 (not rated by Fitch) and 2019 senior notes as follows: --Local currency Issuer Default Rating (IDR) to 'C' from 'B-'; --Foreign currency IDR to 'C' from 'B-'; --US$490 million Senior Notes due 2019 to 'C/RR4' from 'B-/RR4'; --Long-term National Scale rating to 'C(mex)' from 'BB-(mex)'. Fitch has also removed all of the above ratings from Rating Watch Negative. The ratings downgrade follows Axtel's proposed exchange offering. According to Fitch's methodology, the proposed offering imposes a material reduction in terms vis-a-vis the original terms of the 2017 and 2019 notes, resulting in a distress debt exchange. The completion of the exchange will result in the IDRs being downgraded to Restricted Default 'RD'. Shortly after the distressed debt exchange is completed, the IDRs will be re-rated and raised to a performing level, which usually is still in the low speculative grade. The offering proposes to voluntarily exchange US$765 million in senior notes due 2017 and 2019 for new US$356.5 million 7% senior secured notes due 2020, US$26.3 million in new 7% convertible senior notes due 2020 for 10% of Axtel's equity and a US$114.8 million cash payment if early tendered before Jan. 11, 2013. The offering is contingent to the consent of more than 50% of the holders of each note. If successful, the exchange offering will result in a recovery of approximately 55%-65% of the principal depending on holders' election to early tender. In addition holders of the notes that do not participate in the exchange will be subordinated to the new notes and certain covenants will be removed. The ratings reflect pressure on liquidity to service debt if the exchange is unsuccessful. The successful exchange of the bonds and the proceeds from the sale of towers will improve Axtel leverage. In conjunction with the exchange of the bonds, Axtel will sell and leaseback 890 tower for US$250 million, which will result annual lease payments of approximately US$20 million. Proceeds from the sale will be used to fund the cash payment and fees of the proposed exchange offering, pay the secured bank facility, and the remaining cash will be kept on the balance sheet.