MEXICO CITY, Nov. 13, 2023 — TRUST 7401, a trust formed under the laws of the United Mexican States (“NEXT Properties” or the “New Issuer”) hereby announces the commencement of the following four separate offers to exchange four series of currently outstanding senior notes, as described below, issued by Trust 1401, a trust formed under the laws of the United Mexican States (“Fibra Uno”) for new senior notes to be issued by NEXT Properties, upon the terms and subject to the conditions set forth in the exchange offer memorandum dated November 13, 2023 (the “Exchange Offer Memorandum”):
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(1) |
not more than U.S.$400,000,000 (the “2026 Maximum Exchange Amount”) of the outstanding 5.250% Senior Notes due 2026 (the “FUNO 2026 Notes”) issued by Fibra Uno pursuant to the indenture dated December 3, 2015 between Fibra Uno and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association (as amended from time to time, the “2026 FUNO Indenture”), that are validly tendered and accepted by the New Issuer for 5.250% Senior Notes due 2026 (the “NEXT Properties 2026 Notes”) to be issued by the New Issuer (the “2026 Exchange Offer”); |
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(2) |
not more than U.S.$387,500,000 (the “2030 Maximum Exchange Amount”) of the outstanding 4.869% Senior Notes due 2030 (the “FUNO 2030 Notes”) issued by Fibra Uno pursuant to the indenture dated June 28, 2019 between Fibra Uno and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association (as amended from time to time, the “2030 FUNO Indenture”) that are validly tendered and accepted by the New Issuer for 4.869% Senior Notes due 2030 (the “NEXT Properties 2030 Notes”) to be issued by the New Issuer (the “2030 Exchange Offer”); |
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(3) |
not more than U.S.$350,000,000 (the “2044 Maximum Exchange Amount”) of the outstanding 6.950% Senior Notes due 2044 (the “FUNO 2044 Notes”) issued by Fibra Uno pursuant to the indenture dated January 30, 2014 between Fibra Uno and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association (as amended from time to time, the “2044 FUNO Indenture”) that are validly tendered and accepted for exchange by the New Issuer for 6.950% Senior Notes due 2044 (the “NEXT Properties 2044 Notes”) to be issued by the New Issuer (the “2044 Exchange Offer”); and |
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(4) |
not more than U.S.$437,500,000 (the “2050 Maximum Exchange Amount”) of the outstanding 6.390% Senior Notes due 2050 (the “FUNO 2050 Notes” and, collectively with the FUNO 2026 Notes, the FUNO 2030 Notes and the FUNO 2044 Notes, the “FUNO Notes”) issued by Fibra Uno pursuant to the indenture dated June 28, 2019 between Fibra Uno and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association (as amended from time to time, the “2050 FUNO Indenture”) that are validly tendered and accepted for exchange by the New Issuer for 6.390% Senior Notes due 2050 (the “NEXT Properties 2050 Notes” and, collectively with the NEXT Properties 2026 Notes, the NEXT Properties 2030 Notes and the NEXT Properties 2044 Notes, the “New Notes”) to be issued by the New Issuer (the “2050 Exchange Offer”). |
In this press release, (a) the 2026 Exchange Offer, the 2030 Exchange Offer, the 2044 Exchange Offer and the 2050 Exchange Offer are collectively referred to as the “Exchange Offers”, (b) the 2026 FUNO Indenture, the 2030 FUNO Indenture, the 2044 FUNO Indenture and the 2050 FUNO Indenture are collectively referred to as the “FUNO Indentures”, and (c) the 2026 Maximum Exchange Amount, 2030 Maximum Exchange Amount, 2044 Maximum Exchange Amount and 2044 Maximum Exchange Amount are collectively referred to as the “Maximum Exchange Amounts.” All of the Maximum Exchange Amounts are subject to increase by the New Issuer in its sole discretion under the circumstances described herein.
The Exchange Offers will expire at 5:00 p.m., New York City time, on December 12, 2023 unless extended by NEXT Properties (such time and date, as the same may be extended, the “Expiration Date”). Subject to the conditions described below, Eligible Holders (as defined below) who validly tender and do not validly withdraw their FUNO Notes prior to 5:00 p.m., New York City time, on November 27, 2023 (such time and date, as the same may be extended, the “Early Tender Date”), will receive the Total Consideration, which includes the Early Tender Premium, as described below. Eligible Holders who tender their FUNO Notes after the Early Tender Date but on or prior to the Expiration Date will receive the Tender Consideration, as described below. Tenders of FUNO Notes may be withdrawn prior to 5:00 p.m. New York City Time on November 27, 2023, unless extended by the New Issuer (such time and date, as the same may be extended, the “Withdrawal Deadline”). Eligible Holders may withdraw tendered FUNO Notes at any time prior to the Withdrawal Deadline, but Eligible Holders may not withdraw tendered FUNO Notes on or after the Withdrawal Deadline. FUNO Notes validly tendered pursuant to the Exchange Offers and accepted for exchange by the New Issuer will be so accepted subject to the Maximum Exchange Amounts and may be subject to proration, as described herein.
Eligible Holders who validly tender FUNO Notes (and do not validly withdraw FUNO Notes) on or prior to the Early Tender Date and whose FUNO Notes are accepted for exchange by the New Issuer will be eligible to receive a consideration equal to U.S.$1,000.00 principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes of the corresponding series (the “Total Consideration”). The Total Consideration includes an early tender premium equal to U.S.$50.00 principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date (the “Early Tender Premium”).
Eligible Holders who validly tender FUNO Notes after the Early Tender Date but on or prior to the Expiration Date and whose FUNO Notes are accepted for exchange by the New Issuer will be eligible to receive a tender consideration equal to U.S.$950.00 principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered and accepted for exchange by the New Issuer (the “Tender Consideration”). For the avoidance of doubt, Eligible Holders who tender FUNO Notes after the Early Tender Date but on or prior to the Expiration Date will only receive the Tender Consideration and will not be eligible to receive the Early Tender Premium.
The following table sets forth certain material terms of the Exchange Offers:
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CUSIP/ISIN of FUNO Notes |
Title of FUNO |
Amount |
Maximum |
Title of New Notes to |
Tender |
Early Tender |
Total |
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144A: 898324 AC2 / US898324AC28 Reg. S: P9406G AC2 / USP9406GAC26 |
5.250% Senior |
U.S.$800,000,000 |
U.S.$400,000,000 |
5.250% Senior Notes |
U.S.$950.00 |
U.S.$50.00 |
U.S.$1,000.00 |
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144A: 898339 AA4 / US898339AA49 Reg. S: P9401C AA0 / USP9401CAA01 |
4.869% Senior |
U.S.$775,000,000 |
U.S.$387,500,000 |
4.869% Senior Notes |
U.S.$950.00 |
U.S.$50.00 |
U.S.$1,000.00 |
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144A: 898324 AB4 / US898324AB45 Reg. S: P9406G AB4 / USP9406GAB43 |
6.950% Senior |
U.S.$700,000,000 |
U.S.$350,000,000 |
6.950% Senior Notes |
U.S.$950.00 |
U.S.$50.00 |
U.S.$1,000.00 |
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144A: 898339 AB2 / US898339AB22 Reg. S: P9401C AB8 / USP9401CAB83 |
6.390% Senior |
U.S.$875,000,000 |
U.S.$437,500,000 |
6.390% Senior Notes |
U.S.$950.00 |
U.S.$50.00 |
U.S.$1,000.00 |
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(1) The Tender Consideration to be paid in principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered after the Early Tender Date but on or prior to the Expiration Date. |
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(2) The Early Tender Premium to be paid in principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date. |
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(3) Total Consideration to be paid in principal amount of New Notes of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date. The Total Consideration includes the Early Tender Premium. |
The New Notes will be issued in minimum denominations of U.S.$200,000 and in integral multiples of U.S.$1,000 in excess thereof. The New Issuer will not accept any tender that would result in the issuance of less than U.S.$200,000 principal amount of New Notes to a participating holder. As a result, Eligible Holders will be unable to participate if their ownership of FUNO Notes does not meet these minimum requirements.
The New Issuer expects to issue the New Notes in exchange for FUNO Notes tendered and accepted for exchange in the Exchange Offers promptly after the Early Tender Date (the “Early Settlement Date”) and/or promptly after the Expiration Date (the “Final Settlement Date”). The occurrence of the Early Settlement Date will be determined at the New Issuer’s option and is currently expected to occur promptly following the Early Tender Date, subject to the satisfaction or waiver by the New Issuer of the conditions to the Exchange Offers as of the Early Settlement Date. If the New Issuer elects to have an Early Settlement Date, the New Issuer will exchange any remaining FUNO Notes that have been validly tendered and accepted for exchange by the New Issuer in the Exchange Offers after the Early Tender Date but on or prior to the Expiration Date for New Notes issued by the New Issuer on the Final Settlement Date. If the New Issuer elects not to have an Early Settlement Date, the exchange of all FUNO Notes that are validly tendered prior to the Expiration Date and that are accepted for exchange by the New Issuer will be made on the Final Settlement Date. As described above, Eligible Holders who validly tender (and do not validly withdraw) their FUNO Notes, on or prior to the Early Tender Date, and whose FUNO Notes are accepted for exchange by the New Issuer, will receive the Total Consideration, which includes the Early Tender Premium. Eligible Holders who validly tender their FUNO Notes after the Early Tender Date but on or prior to the Expiration Date, and whose FUNO Notes are accepted for exchange by the New Issuer, will receive the Tender Consideration.
The consummation of each Exchange Offer is subject to the satisfaction or waiver of certain conditions as set forth in the Exchange Offer Memorandum, including General Conditions and the condition that Trust 2401, a Mexican Trust, also known as Fibra NEXT, consummate its initial public offering, as described further under the “Conditions of the Exchange Offers” section in the Exchange Offer Memorandum. In addition, the New Issuer reserves the right to terminate or withdraw the Exchange Offers at any time and for any reason before any FUNO Notes are accepted for exchange, including if any of the other conditions described under “Conditions of the Exchange Offers” in the Exchange Offer Memorandum are not satisfied. The New Issuer may (i) extend, amend, terminate or withdraw any of the Exchange Offers without extending, terminating or withdrawing any other Exchange Offer, and (ii) increase any Maximum Exchange Amount without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights of Eligible Holders of FUNO Notes, except as required by law.
If FUNO Notes are validly tendered by an Eligible Holder (and not validly withdrawn) and accepted by the New Issuer for exchange pursuant to the Exchange Offers, such Eligible Holder will not be entitled to receive accrued and unpaid interest in cash paid by the New Issuer on such FUNO Notes on the Early Settlement Date or the Final Settlement Date, as applicable, since interest on the New Notes will accrue from the last interest payment date for the corresponding existing FUNO Notes and will be paid by the New Issuer on the first interest payment date of the corresponding series of New Notes received by such holder in exchange for its FUNO Notes.
None of the Exchange Offers nor the New Notes have been approved or recommended by any regulatory authority. Furthermore, no regulatory authority has been requested to confirm the accuracy or adequacy of the Exchange Offer Memorandum. Any representation to the contrary is a criminal offense. The New Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), or any state securities laws. Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.
The Exchange Offers are being made, and the New Notes are being offered and will be issued for exchange only (1) to Qualified Institutional Buyers (within the meaning of Rule 144A under the Securities Act and (2) to holders of FUNO Notes outside of the United States who are persons other than “U.S. persons” as defined in Regulation S under the Securities Act, who are not acquiring New Notes for the account or benefit of a U.S. person. The holders of FUNO Notes who have certified to the New Issuer that they are eligible to participate in the Exchange Offer pursuant to the foregoing conditions are referred to as “Eligible Holders.”
The New Issuer has retained BBVA Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to act as dealer managers in connection with the Exchange Offers.
D.F. King & Co., Inc. has been appointed as the exchange and information agent in connection with the Exchange Offers. Questions or requests for assistance related to the Exchange Offer or for additional copies of the Exchange Offer Memorandum may be directed to D.F. King & Co., Inc. to its offices located at 48 Wall Street, 22nd Floor, New York, NY 10005, USA or to (888) 626-0988 (all others, call U.S. toll-free), +1-212-269-5550 (banks and brokers, call), [email protected] (email) or www.dfking.com/funo-next.
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The New Notes have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from such registration. The New Notes are being offered for exchange only (1) to Qualified Institutional Buyers (within the meaning of Rule 144A under the Securities Act and (2) to holders of FUNO Notes outside of the United States who are persons other than “U.S. persons” as defined in Regulation S under the Securities Act, who are not acquiring New Notes for the account or benefit of a U.S. person in offshore transactions in compliance with Regulation S under the Securities Act. For a description of eligible offerees and certain restrictions on transfer of the New Notes, see the section titled “Transfer Restrictions” in the Exchange Offer Memorandum. The New Notes are being offered pursuant to an exemption from the requirement to publish a prospectus under the Regulation (EU) 2017/1129 (as amended and supplemented from time to time, or the “Prospectus Regulation”), of the European Union, and the Exchange Offer Memorandum has not been approved by a competent authority within the meaning of the Prospectus Regulation. The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”).
Neither the Exchange Offers nor the New Notes have been, nor will be, registered with the Mexican National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores “CNBV”), and may not be offered or sold publicly, or otherwise be subject to brokerage activities, in Mexico, except pursuant to a private placement exemption set forth under Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores), to institutional or qualified investors domiciled in Mexico as required under the Mexican Securities Market Law (Ley del Mercado de Valores). Notice to be given to CNBV for informational purposes only and receipt thereof by, will not constitute or imply a certification as to the investment quality of the New Notes, the New Issuer´s solvency, liquidity or credit quality or the accuracy or completeness or the information contained in this notice or in the Exchange Offer Memorandum and does not ratify or validate any actions or omissions, if any, in contravention of applicable law. This notice and the Exchange Offer Memorandum are solely NEXT Properties’ responsibility and have not been reviewed or authorized by the CNBV.
This announcement is for informational purposes only. This announcement shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offers are being made solely pursuant to the Exchange Offer Memorandum. No recommendation is made as to whether the Eligible Holders of FUNO Notes should tender their FUNO Notes for exchange in the Exchange Offers. Any person considering making an investment decision relating to the New Notes must inform itself independently based solely on the Exchange Offer Memorandum to be made available to Eligible Holders in connection with the Exchange Offers before taking any such investment decision.
Application will be made for the Exchange Offer Memorandum to be approved by Euronext Dublin and to admit the New Notes to the Official List and to trading on the global exchange market of Euronext Dublin. In making an investment decision, all investors, including any Mexican citizen who may acquire New Notes from time to time, must rely on their own examination of the New Issuer.
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The forward-looking statements contained in this press release reflect NEXT Properties’ beliefs, assumptions and expectations of NEXT Properties’ future performance, taking into account all information currently available to NEXT Properties. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to NEXT Properties. Some of these factors are described in “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties” of the Exchange Offer Memorandum. If a change occurs, NEXT Properties’ business, financial condition, liquidity and results of operations may vary materially from those expressed in NEXT Properties’ forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for NEXT Properties to predict those events or how they may affect NEXT Properties. NEXT Properties disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.
SOURCE NEXT Properties
