Azteca Holdings Clarifies Terms of Offer to Exchange Its Existing 11% Notes Due 2002 for New 12.5% Notes Due 2005

Apr 03, 2001, 01:00 ET from Azteca Holdings, S.A. de C.V.

    MEXICO CITY, April 3 /PRNewswire/ -- Azteca Holdings, S.A. de C.V., the
 controlling company for TV Azteca, announced earlier today that it will offer
 to exchange all US $255 million of its outstanding 11 percent Senior Secured
 Notes due 2002 for new 12.5 percent Senior Secured Notes due 2005.
     In addition to having a higher interest rate and a later maturity date
 than the existing notes, the new notes will have improved collateral coverage
 and will be governed by covenants which are substantially similar to the
 covenants that currently govern the existing notes.
 
     Timetable and Contacts for Additional Information
     The exchange offer is being made pursuant to the Prospectus and Consent
 Solicitation dated April 2, 2001 and the related Letter of Transmittal and
 Consent, which more fully set forth the terms of the exchange offer.  The
 exchange offer may be terminated or amended at any time prior to the
 expiration date, and the expiration date may be extended at Azteca Holdings'
 option.  The exchange offer expires at 5:00 pm, New York time, on May 2, 2001.
     Additional information concerning the terms of the exchange offer may be
 obtained from:
 
     Dealer Manager and Solicitation Agent
     Bear, Stearns & Co.                Matt Riez   (877) 696-2327 toll free or
                                                    (212) 272-0545
     Exchange Agent
     US Trust Company               Alex Popovich   (800) USTRUST
                                                    (212) 852-1638
     Information Agent
     Malcon Proxy Advisors            Ed McCarthy   (800) 475-9320
                                                    (212) 843-8500
     Company
     Investor Inquiries              Bruno Rangel   (011-525) 420-9167
     Media Inquiries              Oscar Arguelles   (011-525) 420-1313 x 1585
 
     A registration statement relating to these securities has been filed with
 the Securities and Exchange Commission.  These securities may not be exchanged
 or sold, nor may offers to exchange or offers to buy be accepted prior to the
 time the registration statement becomes effective.  This press release shall
 not constitute an offer to exchange, sell, or the solicitation of an offer to
 exchange or buy, nor shall there be any exchange or sale in any state in which
 such offer, exchange, solicitation, or sale would be unlawful prior to
 registration or qualification under the securities act of any such state.
 
     Company Profiles
     Azteca Holdings, S.A. de C.V. is a holding company whose principal asset
 is approximately 57 percent of the shareholder equity of TV Azteca.
     TV Azteca is one of the largest producers of Spanish programming in the
 world, and one of two broadcast television companies in Mexico, operating two
 national television networks, Azteca 13 and Azteca 7, through more than
 250 owned-and-operated stations located throughout Mexico.  TV Azteca also
 operates a national broadcast television network in El Salvador.  TV Azteca
 affiliates include Unefon, one of Mexico's leading cellular companies,
 Todito.com, an Internet portal for North American Spanish speakers, and Azteca
 America, a new broadcast television network focused on the rapidly growing
 US Hispanic market.
 
     Except for historical information, the matters discussed in this press
 release are forward-looking statements and are subject to certain risks and
 uncertainties that could cause actual results to differ materially from those
 projected.  Completion of any of the transactions discussed in this
 communication are subject to developments in the Mexican, US, and other debt
 or equity markets, interest rate fluctuations, foreign exchange fluctuations,
 conditions within the global media and telecommunications industries, Mexican
 governmental regulatory actions, and political developments within Mexico.
 Other risks that may affect TV Azteca or Azteca Holdings are identified in TV
 Azteca's Form 20-F, Azteca Holdings Form F-4, and other filings with the US
 Securities and Exchange Commission
 
 

SOURCE Azteca Holdings, S.A. de C.V.
    MEXICO CITY, April 3 /PRNewswire/ -- Azteca Holdings, S.A. de C.V., the
 controlling company for TV Azteca, announced earlier today that it will offer
 to exchange all US $255 million of its outstanding 11 percent Senior Secured
 Notes due 2002 for new 12.5 percent Senior Secured Notes due 2005.
     In addition to having a higher interest rate and a later maturity date
 than the existing notes, the new notes will have improved collateral coverage
 and will be governed by covenants which are substantially similar to the
 covenants that currently govern the existing notes.
 
     Timetable and Contacts for Additional Information
     The exchange offer is being made pursuant to the Prospectus and Consent
 Solicitation dated April 2, 2001 and the related Letter of Transmittal and
 Consent, which more fully set forth the terms of the exchange offer.  The
 exchange offer may be terminated or amended at any time prior to the
 expiration date, and the expiration date may be extended at Azteca Holdings'
 option.  The exchange offer expires at 5:00 pm, New York time, on May 2, 2001.
     Additional information concerning the terms of the exchange offer may be
 obtained from:
 
     Dealer Manager and Solicitation Agent
     Bear, Stearns & Co.                Matt Riez   (877) 696-2327 toll free or
                                                    (212) 272-0545
     Exchange Agent
     US Trust Company               Alex Popovich   (800) USTRUST
                                                    (212) 852-1638
     Information Agent
     Malcon Proxy Advisors            Ed McCarthy   (800) 475-9320
                                                    (212) 843-8500
     Company
     Investor Inquiries              Bruno Rangel   (011-525) 420-9167
     Media Inquiries              Oscar Arguelles   (011-525) 420-1313 x 1585
 
     A registration statement relating to these securities has been filed with
 the Securities and Exchange Commission.  These securities may not be exchanged
 or sold, nor may offers to exchange or offers to buy be accepted prior to the
 time the registration statement becomes effective.  This press release shall
 not constitute an offer to exchange, sell, or the solicitation of an offer to
 exchange or buy, nor shall there be any exchange or sale in any state in which
 such offer, exchange, solicitation, or sale would be unlawful prior to
 registration or qualification under the securities act of any such state.
 
     Company Profiles
     Azteca Holdings, S.A. de C.V. is a holding company whose principal asset
 is approximately 57 percent of the shareholder equity of TV Azteca.
     TV Azteca is one of the largest producers of Spanish programming in the
 world, and one of two broadcast television companies in Mexico, operating two
 national television networks, Azteca 13 and Azteca 7, through more than
 250 owned-and-operated stations located throughout Mexico.  TV Azteca also
 operates a national broadcast television network in El Salvador.  TV Azteca
 affiliates include Unefon, one of Mexico's leading cellular companies,
 Todito.com, an Internet portal for North American Spanish speakers, and Azteca
 America, a new broadcast television network focused on the rapidly growing
 US Hispanic market.
 
     Except for historical information, the matters discussed in this press
 release are forward-looking statements and are subject to certain risks and
 uncertainties that could cause actual results to differ materially from those
 projected.  Completion of any of the transactions discussed in this
 communication are subject to developments in the Mexican, US, and other debt
 or equity markets, interest rate fluctuations, foreign exchange fluctuations,
 conditions within the global media and telecommunications industries, Mexican
 governmental regulatory actions, and political developments within Mexico.
 Other risks that may affect TV Azteca or Azteca Holdings are identified in TV
 Azteca's Form 20-F, Azteca Holdings Form F-4, and other filings with the US
 Securities and Exchange Commission
 
 SOURCE  Azteca Holdings, S.A. de C.V.