NEXT Properties announces early tender results of its debt exchange offers for four series of Fibra Uno's senior unsecured notes.

MEXICO CITY, Nov. 28, 2023 /PRNewswire/ -- TRUST 7401, a trust formed under the laws of the United Mexican States ("NEXT Properties" or the "New Issuer") hereby announces the early tender results of the four separate offers to exchange announced on November 13, 2023 for four series of currently outstanding senior notes 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"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Exchange Offer Memorandum.

The Early Tender Date for the Exchange Offers occurred at 5:00 p.m., New York City time on November 27, 2023. As of the Early Tender Date, the following amounts had been properly tendered and not withdrawn by series of FUNO Notes, and provided that all conditions set forth in the Exchange Offer Memorandum are met (including General Conditions and the condition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) shall be accepted by the New Issuer, with Eligible Holders (as defined below) receiving the Total Consideration:

^{(1) 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of the corresponding series per each U.S.$1,000.00 principal amount of FUNO Notes validly tendered (and not validly withdrawn) on or prior to the Early Tender Date.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.}

Provided that the conditions set forth in the Exchange Offer Memorandum are met (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), and subject to the Maximum Exchange Amount for each Exchange Offer, the New Issuer expects to issue the New Notes in exchange for FUNO Notes tendered and accepted for exchange in the Exchange Offers on or around December 4, 2023 (the "Early Settlement Date"). As described above, Eligible Holders who have validly tendered (and not validly withdrawn) their FUNO Notes on or prior to the Early Tender Date and whose FUNO Notes are accepted for exchange by the New Issuer on the Early Settlement Date, will receive the Total Consideration, which includes the Early Tender Premium.

Since the principal amount tendered for each Exchange Offer has exceeded the Maximum Exchange Amount for such Exchange Offer, the New Issuer will accept the FUNO Notes tendered as follows: (1) with respect to FUNO 2026 Notes, based on a proration factor of approximately 86.49%, (2) with respect to FUNO 2030 Notes, based on a proration factor of approximately 66.40%, (3) with respect to FUNO 2044 Notes, based on a proration factor of approximately 85.44%, and (4) with respect to FUNO 2050 Notes, based on a proration factor of approximately 69.80%.

Consequently, subject to satisfaction of the conditions set forth in the Exchange Offer Memorandum (including General Conditions and the condition that Fibra NEXT consummates its initial public offering, as described further under the "Conditions of the Exchange Offers" section in the Exchange Offer Memorandum), the tendered FUNO Notes will be exchanged into New Notes as follows: (1) with respect to the U.S.$ 400,000,000 of FUNO 2026 Notes tendered and accepted subject to the 2026 Maximum Exchange Amount, U.S.$400,000,000 Senior Notes denominated in Dollars, maturing on January 30, 2026 with a coupon of 5.250% to be issued by the New Issuer, (2) with respect to the U.S.$387,500,000 of FUNO 2030 Notes tendered and accepted subject to the 2030 Maximum Exchange Amount, U.S.$387,500,000 Senior Notes denominated in Dollars, maturing on January 15, 2030 with a coupon of 4.869% to be issued by the New Issuer, (3) with respect to the U.S.$350,000,000 of FUNO 2044 Notes tendered and accepted subject to the 2044 Maximum Exchange Amount, U.S.$350,000,000 Senior Notes denominated in Dollars, maturing on January 30, 2044 with a coupon of 6.950% to be issued by the New Issuer, and (4) with respect to the U.S.$437,500,000 of FUNO 2050 Notes tendered and accepted subject to the 2050 Maximum Exchange Amount, U.S.$437,500,000 Senior Notes denominated in Dollars, maturing on January 15, 2050 with a coupon of 6.390% to be issued by the New Issuer. 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.

Given that each Exchange Offer has been fully subscribed as of the Early Tender Date, holders of FUNO Notes who validly tender FUNO Notes after the Early Tender Date will not have any of their FUNO Notes accepted for exchange, provided that such FUNO Notes may be accepted for exchange if NEXT Properties increases the applicable Maximum Exchange Amount prior to the Expiration Date (as defined below), which NEXT Properties is entitled to do in its sole discretion. There can be no assurance that NEXT Properties will increase any Maximum Exchange Amount. The aggregate principal amount of New Notes issued to each participating holder for all FUNO Notes validly tendered (and not validly withdrawn) and accepted for exchange by the New Issuer will be rounded down, if necessary, to US$200,000 or the nearest whole multiple of US$1,000 in excess thereof. This rounded amount will be the principal amount of New Notes you will receive, and no additional cash will be paid in lieu of any principal amount of New Notes not received as a result of rounding down. If proration causes the New Issuer to return less than the minimum denomination, then the New Issuer will either accept all or reject all of the tendered amount.

The Withdrawal Deadline has not been extended and withdrawal rights of Eligible Holders expired at 5:00 p.m., New York City time, on November 27, 2023. Accordingly, Eligible Holders may no longer withdraw FUNO Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Exchange Offer Memorandum.

The Exchange Offers will expire at 5:00 p.m., New York City time, on December 12, 2023 (the "Expiration Date"), unless extended or earlier terminated by the New Issuer, in its sole discretion. 

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 Offers 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