
/C O R R E C T I O N -- NEXT Properties (Trust 2401)/
In the news release, NEXT PROPERTIES ANNOUNCES EXCHANGE OFFERS FOR ANY & ALL OF 7.700% SENIOR SUSTAINABILITY-LINKED NOTES DUE 2032, 7.375% SENIOR GREEN NOTES DUE 2034, 6.950% SENIOR NOTES DUE 2044 AND 6.390% SENIOR NOTES DUE 2050, issued 08-Oct-2026 by NEXT Properties (Trust 2401) over PR Newswire, we are advised by the company that there have been changes to the press release. The complete, corrected release follows:
NEXT PROPERTIES ANNOUNCES EXCHANGE OFFERS FOR ANY & ALL OF 7.700% SENIOR SUSTAINABILITY-LINKED NOTES DUE 2032, 7.375% SENIOR GREEN NOTES DUE 2034, 6.950% SENIOR NOTES DUE 2044 AND 6.390% SENIOR NOTES DUE 2050
MEXICO CITY, Oct. 8, 2026 /PRNewswire/ -- NEXT Properties (Trust 2401), a trust formed under the laws of the United Mexican States (the "Trust" or "NEXT Properties") announced today that it has commenced exchange offers (collectively, the "Exchange Offers") for any and all of its outstanding (i) 7.700% Senior Sustainability-Linked Notes due 2032 (the "NEXT Properties 2032 Notes") and 7.375% Senior Green Notes due 2034 (the "NEXT Properties 2034 Notes") for new Senior Sustainability-Linked Notes due 2036 (the "New 2036 Notes"), and (ii) 6.950% Senior Notes due 2044 (the "NEXT Properties 2044 Notes") and 6.390% Senior Notes due 2050 (the "NEXT Properties 2050 Notes"), for new Senior Sustainability-Linked Notes due 2056 (the "New 2056 Notes"). The NEXT Properties 2032 Notes, the NEXT Properties 2034 Notes, the NEXT Properties 2044 Notes and the NEXT Properties 2050 Notes, are herein referred collectively as the "Old Notes". The New 2036 Notes and the New 2056 Notes, are herein referred collectively as the "New Notes."
The following table summarizes the material terms for the Exchange Offers for the NEXT Properties 2032 Notes and the NEXT Properties 2034 Notes for New 2036 Notes, in each case subject to the conditions described in the Exchange Offer Memorandum dated as of the date hereof:
CUSIP/ISIN of Old Notes |
Title of Old Notes |
Amount Outstanding |
Reference U.S. Treasury Security |
Bloomberg Reference Screen |
Fixed Spread (basis points)(1) |
144A: 89834MAB2 / US89834MAB28 Reg. S: P9402MAB5 / USP9402MAB56 |
7.700% Senior |
US$ |
5% UST due |
FIT1 |
+145 |
144A: 89834MAC0 / US89834MAC01 Reg S: P9402MAC3 / USP9402MAC30 |
7.375% Senior |
US$ |
4.625% UST due |
FIT1 |
+140 |
(1) |
The Total Consideration payable per each US$1,000 principal amount of Old Notes validly tendered for exchange will be payable in a specified principal amount of New Notes and will be based on the fixed spread specified in the table above (the "Fixed Spread") for the applicable series, plus the yield of the specified Reference U.S. Treasury Security for that series as quoted on the applicable Bloomberg Reference Screen listed in the table above as of 2:00 p.m. (New York City time) on October 15, 2026, unless extended with respect to the applicable Exchange Offer. |
The following table summarizes the material terms for the Exchange Offers for the NEXT Properties 2044 Notes and the NEXT Properties 2050 Notes for New 2056 Notes, in each case subject to the conditions described in the Exchange Offer Memorandum dated as of the date hereof:
CUSIP/ISIN of Old Notes |
Title of Old Notes |
Amount Outstanding |
Reference U.S. Treasury Security |
Bloomberg Reference Screen |
Fixed Spread (basis points)(1) |
144A: 89834MAD8 / US89834MAD83 Reg S: P9402MAD1 / USP9402MAD13 |
6.950% Senior Notes |
US$ |
5.125% UST |
FIT1 |
+200 |
144A: 89834MAE6 / US89834MAE66 Reg S: P9402MAE9 / USP9402MAE95 |
6.390% Senior Notes |
US$ |
5.000% UST |
FIT1 |
+220 |
(1) |
The Total Consideration payable per each US$1,000 principal amount of Old Notes validly tendered for exchange will be payable in a specified principal amount of New Notes and will be based on the Fixed Spread specified above for the applicable series, plus the yield of the specified Reference U.S. Treasury Security for that series as quoted on the applicable Bloomberg Reference Screen listed in the table above as of 2:00 p.m. (New York City time) on October 15, 2026, unless extended with respect to the applicable Exchange Offer. |
Holders of the Old Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on October 15, 2026, unless extended (such time and date, as the same may be extended the "Expiration Date") and accepted for exchange pursuant to the Exchange Offers will receive the Total Consideration. In addition, eligible holders (as defined below) whose Old Notes are validly tendered (and not validly withdrawn) and accepted by the Trust for exchange pursuant to the Exchange Offers will also receive the applicable accrued and unpaid interest (rounded to the nearest cent US$0.01) from and including the last interest payment date of the applicable series of Old Notes to, but not including, the Settlement Date (as defined below) (such payment, the "Accrued Interest Payment"). The New Notes will be issued, and the Accrued Interest Payment will be paid in cash, on the settlement date, which is expected to occur promptly following the Expiration Date and is expected to be October 20, 2026, the third business day after the Expiration Date, unless extended with respect to any Exchange Offer (the "Settlement Date").
The applicable Total Consideration payable for each US$1,000 principal amount of each Old Note validly tendered at or prior to the Expiration Date, and not validly withdrawn and accepted by the Trust pursuant to the Exchange Offers will be determined in accordance with standard market practice, as described in the Exchange Offer Memorandum using the applicable "Exchange Offer Yield," which will be equal to the sum of (i) the applicable Reference Yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury Security specified above for such series of Old Notes at 2:00 p.m., New York City time, on October 15, 2026 (unless extended with respect to any Exchange Offer) (the "Price Determination Date") appearing on the Bloomberg Reference Screen specified above for such series of Old Notes (or any other recognized quotation source selected by the Dealer Manager in its sole discretion if such quotation report is not available or manifestly erroneous), plus (ii) the applicable Fixed Spread specified above.
The New 2036 Notes will initially bear interest at a rate per annum to be determined on the Price Determination Date, as the sum of (a) the bid-side yield on the 5.625% U.S. Treasury Notes due August 15, 2036, as calculated by the Dealer Manager in accordance with standard market practice, as of the 2:00 p.m. (New York City time) on the Price Determination Date as displayed on the Bloomberg Reference Page FIT 1 (or any recognized quotation source selected by the Dealer Manager in their sole discretion if the Bloomberg Reference Page FIT 1 is not available or is manifestly erroneous), plus (b) 1.700%, rounded to the nearest 0.001%, such that the New 2036 Notes will be issued at par. The New 2056 Notes will initially bear interest at a rate per annum to be determined on the Price Determination Date, as the sum of (a) the bid-side yield on the 5.000% U.S. Treasury Notes due May 15, 2056, as calculated by the Dealer Manager in accordance with standard market practice, as of 2:00 p.m. (New York City time) on the Price Determination Date as displayed on the Bloomberg Reference Page FIT 1 (or any recognized quotation source selected by the Lead Dealer Manager in its sole discretion if the Bloomberg Reference Page FIT 1 is not available or is manifestly erroneous), plus (b) 2.300%, rounded to the nearest 0.001%, such that the New 2056 Notes will be issued at par.
Set forth below is a table summarizing certain material terms of the New Notes:
Title of Series |
Maturity Date |
Benchmark Security |
Spread to Benchmark |
Senior Sustainability-Linked Notes due 2036 |
October 20, 2036 |
4.625% UST due August 15, 2036 |
+170 |
Senior Sustainability-Linked Notes due 2056 |
October 20, 2056 |
5.000% UST due May 15, 2056 |
+230 |
Holders of Old Notes who tender their Old Notes prior to 5:00 p.m., New York City time, on October 15, 2026, unless extended (such time and date, as the same may be extended, the "Withdrawal Deadline"), may withdraw their Old Notes prior to the Withdrawal Deadline. Old Notes may not be withdrawn on or after the Withdrawal Deadline, unless the relevant Exchange Offer is terminated without any Old Notes being accepted or as required by applicable law.
If a holder of Old Notes wishes to participate in any of the Exchange Offers and such holder's Old Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, such holder must instruct that custodial entity to tender on the holder's behalf the Old Notes pursuant to the procedures of the custodial entity. Custodial entities that are participants in The Depository Trust Company ("DTC") must tender Old Notes through DTC's Automated Tender Offer Program, known as DTC Automated Tender Offer Program ("ATOP"). Each holder tendering Old Notes registered in such holder's name (i.e., not held by a custodial entity) must deliver any required documents to the Exchange and Information Agent. There is no separate letter of transmittal in connection with the Exchange Offer.
Each Exchange Offer is subject to, and conditioned upon, the satisfaction or waiver of the general conditions described in the Exchange Offer Memorandum dated as of the date hereof. The Exchange Offers are not conditioned on any minimum principal amount of Old Notes being tendered.
The Trust reserves the right to terminate or withdraw, in its sole discretion, any or all of the Exchange Offers at any time and for any reason before any Old Notes are accepted for exchange, including if the general conditions to the Exchange Offers are not met by the Expiration Date. The Trust reserves the right, subject to applicable law, (i) to waive any and all of the conditions of any of the Exchange Offers on or prior to the Expiration Date and (ii) to amend the terms of any or all of the Exchange Offers. In the event that any of the Exchange Offers is terminated, withdrawn or otherwise not consummated on or prior to the Expiration Date, no consideration will be paid or become payable to holders who have tendered their Old Notes pursuant to the terminated Exchange Offer. In any such event, the Old Notes previously tendered pursuant to any terminated Exchange Offer will be promptly returned to the tendering holders.
The Exchange Offers are being made only (a) to holders of Old Notes who are "qualified institutional buyers" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) and (b) outside the United States to holders of Old Notes who are persons other than U.S. persons, 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, and who are a "non-U.S. qualified offeree" (as defined in the Exchange Offer Memorandum). The holders of Old Notes who have certified to the Trust that are eligible to participate in the Exchange Offer pursuant to at least one of the foregoing conditions are referred to as Eligible Holders (as defined below). Only Eligible Holders are authorized to receive or review the Exchange Offer Memorandum or to participate in the Exchange Offers. Old Notes may be tendered only in principal amounts equal to minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.
The Trust has retained Citigroup Global Markets Inc. ("Citigroup") to act as Dealer Manager for the Exchange Offers. Holders with questions about the Exchange Offers can contact Citigroup at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect). Global Bondholders Services Corporation will act as the Exchange and Information Agent for the Exchange Offers. Questions or requests for assistance related to the Exchange Offers, including for assistance in completing an eligibility letter, or for additional copies of the Exchange Offer Memorandum may be directed to Global Bondholder Services Corporation at + (855) 654-2014 (toll free) or +(212) 430-3774 (collect), or by email at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.
Only holders who have duly completed and returned an eligibility letter (which can be accessed at the following link: https://gbsc-usa.com/eligibility/next) certifying that they are either (1) "qualified institutional buyers" as defined in the Securities Act or (2) non-"U.S. persons" and who are "non-U.S. qualified offerees" (as defined in the eligibility letter) are authorized to receive the Exchange Offer Memorandum and participate in the Exchange Offers (each such holder, an "Eligible Holder").
This release is neither an offer to purchase nor a solicitation of an offer to sell or buy any securities in any transaction. The Exchange Offers are being made pursuant to the Exchange Offer Memorandum, copies of which will be delivered to eligible holders of the Old Notes, and which sets forth the complete terms and conditions of the Exchange Offers. Holders are urged to read the Exchange Offer Memorandum carefully before making any decision with respect to the Exchange Offers. The Exchange Offers are not being made to, nor will the Trust accept tenders of the Old Notes from, holders in any jurisdiction in which the Exchange Offers would not be in compliance with the securities or blue sky laws of such jurisdiction. None of the Trust, the Dealer Manager, the Exchange and Information Agent or the trustees for the Old Notes and the New Notes, or any of their respective affiliates, makes any recommendation in connection with the Exchange Offers.
The New Notes will not be registered under 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 an exemption from registration.
The Exchange Offers are not being made to any retail investors in any Member State of the EEA or in the UK and, in the EEA and the UK, the Exchange Offers are only being made to, and may only be accepted by or on behalf of, qualified investors. EEA and UK retail investors will not be given the opportunity to state their views on the Exchange Offers. As a result, no "offer" of new securities is being made to retail investors in the EEA or the UK.
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 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 the 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, our solvency, liquidity or credit quality or the accuracy or completeness or the information contained in this Exchange Offer Memorandum and does not ratify or validate any actions or omissions, if any, in contravention of applicable law. The Exchange Offer Memorandum is solely the Trust's responsibility and has not been reviewed or authorized by the CNBV.
Neither the Exchange Offer Memorandum nor any related documents have been filed with, or have been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Exchange Offer Memorandum or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This press release contains forward-looking statements within the meaning of the U.S. federal securities laws and information that are necessarily subject to risks, uncertainties and assumptions, including but not limited to statements related to the Trust's plans, objectives and expectations (financial or otherwise), and typically can be identified by the use of words such as "will," "may," "assume," "might," "should," "could," "continue," "would," "can," "consider," "anticipate," "estimate," "expect," "envision," "plan," "believe," "foresee," "predict," "potential," "target," "strategy," "intend," "aimed" and similar terms.
Although the Trust believes that its expectations are reasonable, it can give no assurance that these expectations will prove to be correct, and actual results may vary materially from results anticipated by forward-looking statements due to various factors. Factors that could cause actual results to differ materially from those contemplated above include, among others: the Trust's business and investment strategy and its ability to execute such strategy; economic trends in the industries or the markets in which its customers operate; the competitive environment in which the Trust operates; the Trust's ability to maintain or increase lease rates and occupancy rates; the performance and economic condition of its tenants; the Trust's ability to collect lease revenues from its tenants; the Trust's ability to successfully engage in strategic acquisitions and development of properties; the Trust's ability to obtain financing on favorable terms, or at all; general market, economic and political conditions, particularly in Mexico; the effect of changes in accounting principles, new legislation, intervention by regulatory authorities, legislative or government provisions and government directives or monetary or fiscal policy in Mexico and the United States; natural disasters or other environmental conditions that may affect the Trust's properties; obstacles to commerce, including tariffs or import taxes and changes to existing commercial policies, including the United States-Mexico-Canada Agreement; ongoing global conflicts and the destabilizing effects or expansion of such conflicts; and the other risks and uncertainties described under "Risk Factors" in the Exchange Offer Memorandum.
You should not place undue reliance on forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. The Trust does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events that occur after the date on which the forward-looking statement is made, or otherwise, except as required by applicable law.
No assurance can be given that the transactions described herein will be consummated or as to the final terms of any such transactions.
For enquiries or further information please contact:
2401 Next Management, S.C. (as administrator of Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, as trustee of trust number 2401 (NEXT Properties))
Av. Antonio Dovali Jaime 70 Torre B Piso 11
Col. Zedec Santa Fe
Ciudad de México, C.P. 01210
Tel: +52 (55) 9020 1936 / +52 (55) 9020 1938
Email: [email protected], [email protected], [email protected]
Attention: Carlos Pantoja, Raúl Alfredo Gallegos Navarro and Alexander Oechler
Correction: Some information in the financial tables have been updated.
SOURCE NEXT Properties (Trust 2401)
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