Mexico, December 05, 2012 -- Moody's Investors Service (Moody's) today affirmed Maxcom Telecomunicaciones, S.A.B. de C.V. (Maxcom)'s Caa1 ratings and changed the outlook to developing from negative. The change in the outlook was driven by the company's announcement of a likely change of control.

The date of the last Credit Rating Action was December 16th, 2010.

RATINGS RATIONALE

On May 4th, 2012, Maxcom announced that Ventura Capital Privado, S.A. de C.V., (Ventura), a Mexican private equity fund, offered to acquire up to 100% of the company's shares and that shareholders which represent about 44% of the capital of Maxcom have accepted the offer, subject to 1) regulatory approvals and other conditions; 2) Ventura being able to acquire a minimum of 51% of Maxcom's capital; and 3) a successful exchange of the outstanding USD 200 million in global notes for new notes to be issued by Maxcom. The indenture on the existing notes specifies that a change of control at Maxcom gives bondholders the right to request acceleration of the payment of the notes.

It is uncertain if the proposed transaction will close successfully and, if so, the ultimate impact on bondholders at Maxcom. More so, it is still unclear the type of business plan that Ventura has for Maxcom or its ability to execute the plan. Ventura has declared its intention to capitalize Maxcom with at least USD 22 million.

Maxcom's Caa1 ratings reflect the company's weak sales performance; small revenue size; and negative free cash flow, as calculated by Moody's. Maxcom's current leverage (at 3.6 times adjusted debt to EBITDA for LTM September 30, 2012) and liquidity position are adequate for its Caa1 rating category. However, interest coverage as per adjusted EBITDA minus capex to interest payments is weak at 0.8 times during the last twelve months.

The principal methodology used in rating Maxcom was the Global Telecommunications Industry Methodology published in December 2010. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

Maxcom Telecomunicaciones, S.A.B. de C.V. (Maxcom), headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider. It delivers last-mile connectivity to micro, small and medium-sized businesses and residential customers (social classes C and D) in Mexico. It provides local and long-distance voice, data, high speed, dedicated and dial-up Internet access, cable TV, public telephony and Voice over Internet Protocol telephony, as well as service bundles. Maxcom launched commercial operations in May 1999 and is currently offering services in greater metropolitan Mexico City, Puebla, Queretaro and San Luis Potosi and, on a selected basis to business subscribers, in several cities in Mexico. Revenues during the last twelve months ended in September 30, 2012 amounted to about USD 167 million with a 37% adjusted EBITDA margin.

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