MEXICO CITY, Nov. 13, 2023 /PRNewswire/ — TRUST 7401, a belief shaped beneath the legal guidelines of the United Mexican States (“NEXT Properties” or the “New Issuer”) hereby declares the graduation of the next 4 separate affords to trade 4 sequence of at the moment excellent senior notes, as described beneath, issued by Belief 1401, a belief shaped beneath the legal guidelines of the United Mexican States (“Fibra Uno”) for brand spanking new senior notes to be issued by NEXT Properties, upon the phrases and topic to the situations set forth within the trade supply memorandum dated November 13, 2023 (the “Change Supply Memorandum”):
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(1) |
no more than U.S.$400,000,000 (the “2026 Most Change Quantity”) of the excellent 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. Financial institution Belief Firm, Nationwide Affiliation, as successor to U.S. Financial institution Nationwide Affiliation (as amended infrequently, the “2026 FUNO Indenture”), which can be validly tendered and accepted by the New Issuer for five.250% Senior Notes due 2026 (the “NEXT Properties 2026 Notes”) to be issued by the New Issuer (the “2026 Change Supply”); |
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(2) |
no more than U.S.$387,500,000 (the “2030 Most Change Quantity”) of the excellent 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. Financial institution Belief Firm, Nationwide Affiliation, as successor to U.S. Financial institution Nationwide Affiliation (as amended infrequently, the “2030 FUNO Indenture”) which can be 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 Change Supply”); |
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(3) |
no more than U.S.$350,000,000 (the “2044 Most Change Quantity”) of the excellent 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. Financial institution Belief Firm, Nationwide Affiliation, as successor to U.S. Financial institution Nationwide Affiliation (as amended infrequently, the “2044 FUNO Indenture”) which can be validly tendered and accepted for trade by the New Issuer for six.950% Senior Notes due 2044 (the “NEXT Properties 2044 Notes”) to be issued by the New Issuer (the “2044 Change Supply”); and |
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(4) |
no more than U.S.$437,500,000 (the “2050 Most Change Quantity”) of the excellent 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. Financial institution Belief Firm, Nationwide Affiliation, as successor to U.S. Financial institution Nationwide Affiliation (as amended infrequently, the “2050 FUNO Indenture”) which can be validly tendered and accepted for trade by the New Issuer for six.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 Change Supply”). |
On this press launch, (a) the 2026 Change Supply, the 2030 Change Supply, the 2044 Change Supply and the 2050 Change Supply are collectively known as the “Change Presents”, (b) the 2026 FUNO Indenture, the 2030 FUNO Indenture, the 2044 FUNO Indenture and the 2050 FUNO Indenture are collectively known as the “FUNO Indentures”, and (c) the 2026 Most Change Quantity, 2030 Most Change Quantity, 2044 Most Change Quantity and 2044 Most Change Quantity are collectively known as the “Most Change Quantities.” All the Most Change Quantities are topic to extend by the New Issuer in its sole discretion beneath the circumstances described herein.
The Change Presents will expire at 5:00 p.m., New York Metropolis time, on December 12, 2023 until prolonged by NEXT Properties (such time and date, as the identical could also be prolonged, the “Expiration Date”). Topic to the situations described beneath, Eligible Holders (as outlined beneath) who validly tender and don’t validly withdraw their FUNO Notes previous to 5:00 p.m., New York Metropolis time, on November 27, 2023 (such time and date, as the identical could also be prolonged, the “Early Tender Date”), will obtain the Complete Consideration, which incorporates the Early Tender Premium, as described beneath. Eligible Holders who tender their FUNO Notes after the Early Tender Date however on or previous to the Expiration Date will obtain the Tender Consideration, as described beneath. Tenders of FUNO Notes could also be withdrawn previous to 5:00 p.m. New York Metropolis Time on November 27, 2023, until prolonged by the New Issuer (such time and date, as the identical could also be prolonged, the “Withdrawal Deadline”). Eligible Holders could withdraw tendered FUNO Notes at any time previous to the Withdrawal Deadline, however Eligible Holders could not withdraw tendered FUNO Notes on or after the Withdrawal Deadline. FUNO Notes validly tendered pursuant to the Change Presents and accepted for trade by the New Issuer will probably be so accepted topic to the Most Change Quantities and could also be topic to proration, as described herein.
Eligible Holders who validly tender FUNO Notes (and don’t validly withdraw FUNO Notes) on or previous to the Early Tender Date and whose FUNO Notes are accepted for trade by the New Issuer will probably be eligible to obtain a consideration equal to U.S.$1,000.00 principal quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes of the corresponding sequence (the “Complete Consideration”). The Complete Consideration consists of an early tender premium equal to U.S.$50.00 principal quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes validly tendered (and never validly withdrawn) on or previous to the Early Tender Date (the “Early Tender Premium”).
Eligible Holders who validly tender FUNO Notes after the Early Tender Date however on or previous to the Expiration Date and whose FUNO Notes are accepted for trade by the New Issuer will probably be eligible to obtain a young consideration equal to U.S.$950.00 principal quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes validly tendered and accepted for trade by the New Issuer (the “Tender Consideration”). For the avoidance of doubt, Eligible Holders who tender FUNO Notes after the Early Tender Date however on or previous to the Expiration Date will solely obtain the Tender Consideration and won’t be eligible to obtain the Early Tender Premium.
The next desk units forth sure materials phrases of the Change Presents:
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CUSIP/ISIN of FUNO Notes |
Title of FUNO |
Quantity |
Most |
Title of New Notes to |
Tender |
Early Tender |
Complete |
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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 quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes validly tendered after the Early Tender Date however on or previous to the Expiration Date. |
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(2) The Early Tender Premium to be paid in principal quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes validly tendered (and never validly withdrawn) on or previous to the Early Tender Date. |
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(3) Complete Consideration to be paid in principal quantity of New Notes of the corresponding sequence per every U.S.$1,000.00 principal quantity of FUNO Notes validly tendered (and never validly withdrawn) on or previous to the Early Tender Date. The Complete Consideration consists of the Early Tender Premium. |
The New Notes will probably be issued in minimal denominations of U.S.$200,000 and in integral multiples of U.S.$1,000 in extra thereof. The New Issuer is not going to settle for any tender that might outcome within the issuance of lower than U.S.$200,000 principal quantity of New Notes to a taking part holder. In consequence, Eligible Holders will probably be unable to take part if their possession of FUNO Notes doesn’t meet these minimal necessities.
The New Issuer expects to problem the New Notes in trade for FUNO Notes tendered and accepted for trade within the Change Presents promptly after the Early Tender Date (the “Early Settlement Date”) and/or promptly after the Expiration Date (the “Last Settlement Date”). The incidence of the Early Settlement Date will probably be decided on the New Issuer’s possibility and is at the moment anticipated to happen promptly following the Early Tender Date, topic to the satisfaction or waiver by the New Issuer of the situations to the Change Presents as of the Early Settlement Date. If the New Issuer elects to have an Early Settlement Date, the New Issuer will trade any remaining FUNO Notes which were validly tendered and accepted for trade by the New Issuer within the Change Presents after the Early Tender Date however on or previous to the Expiration Date for New Notes issued by the New Issuer on the Last Settlement Date. If the New Issuer elects to not have an Early Settlement Date, the trade of all FUNO Notes which can be validly tendered previous to the Expiration Date and which can be accepted for trade by the New Issuer will probably be made on the Last Settlement Date. As described above, Eligible Holders who validly tender (and don’t validly withdraw) their FUNO Notes, on or previous to the Early Tender Date, and whose FUNO Notes are accepted for trade by the New Issuer, will obtain the Complete Consideration, which incorporates the Early Tender Premium. Eligible Holders who validly tender their FUNO Notes after the Early Tender Date however on or previous to the Expiration Date, and whose FUNO Notes are accepted for trade by the New Issuer, will obtain the Tender Consideration.
The consummation of every Change Supply is topic to the satisfaction or waiver of sure situations as set forth within the Change Supply Memorandum, together with Normal Situations and the situation that Belief 2401, a Mexican Belief, also referred to as Fibra NEXT, consummate its preliminary public providing, as described additional beneath the “Situations of the Change Presents” part within the Change Supply Memorandum. As well as, the New Issuer reserves the proper to terminate or withdraw the Change Presents at any time and for any motive earlier than any FUNO Notes are accepted for trade, together with if any of the opposite situations described beneath “Situations of the Change Presents” within the Change Supply Memorandum are usually not happy. The New Issuer could (i) prolong, amend, terminate or withdraw any of the Change Presents with out extending, terminating or withdrawing another Change Supply, and (ii) enhance any Most Change Quantity with out extending the Withdrawal Deadline or in any other case reinstating withdrawal rights of Eligible Holders of FUNO Notes, besides as required by legislation.
If FUNO Notes are validly tendered by an Eligible Holder (and never validly withdrawn) and accepted by the New Issuer for trade pursuant to the Change Presents, such Eligible Holder is not going to be entitled to obtain accrued and unpaid curiosity in money paid by the New Issuer on such FUNO Notes on the Early Settlement Date or the Last Settlement Date, as relevant, since curiosity on the New Notes will accrue from the final curiosity cost date for the corresponding current FUNO Notes and can be paid by the New Issuer on the primary curiosity cost date of the corresponding sequence of New Notes acquired by such holder in trade for its FUNO Notes.
Not one of the Change Presents nor the New Notes have been permitted or really helpful by any regulatory authority. Moreover, no regulatory authority has been requested to verify the accuracy or adequacy of the Change Supply Memorandum. Any illustration on the contrary is a prison offense. The New Notes is not going to be registered beneath the U.S. Securities Act of 1933, as amended (the “Securities Act“), or any state securities legal guidelines. Accordingly, the New Notes will probably be topic to restrictions on transferability and resale and will not be transferred or resold besides as permitted beneath the Securities Act and different relevant securities legal guidelines, pursuant to registration or exemption therefrom.
The Change Presents are being made, and the New Notes are being supplied and will probably be issued for trade solely (1) to Certified Institutional Consumers (inside the that means of Rule 144A beneath the Securities Act and (2) to holders of FUNO Notes exterior of the USA who’re individuals apart from “U.S. individuals” as outlined in Regulation S beneath the Securities Act, who are usually not buying New Notes for the account or good thing about a U.S. individual. The holders of FUNO Notes who’ve licensed to the New Issuer that they’re eligible to take part within the Change Supply pursuant to the foregoing situations are known as “Eligible Holders.”
The New Issuer has retained BBVA Securities Inc., Citigroup International Markets Inc. and J.P. Morgan Securities LLC to behave as vendor managers in reference to the Change Presents.
D.F. King & Co., Inc. has been appointed because the trade and data agent in reference to the Change Presents. Questions or requests for help associated to the Change Supply or for added copies of the Change Supply Memorandum could also be directed to D.F. King & Co., Inc. to its places of work positioned at 48 Wall Road, twenty second Ground, New York, NY 10005, USA or to (888) 626-0988 (all others, name U.S. toll-free), +1-212-269-5550 (banks and brokers, name), [email protected] (electronic mail) or www.dfking.com/funo-next.
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The New Notes haven’t been and won’t be registered beneath the Securities Act, and will not be supplied or bought in the USA or to or for the account or good thing about U.S. individuals besides pursuant to an exemption from such registration. The New Notes are being supplied for trade solely (1) to Certified Institutional Consumers (inside the that means of Rule 144A beneath the Securities Act and (2) to holders of FUNO Notes exterior of the USA who’re individuals apart from “U.S. individuals” as outlined in Regulation S beneath the Securities Act, who are usually not buying New Notes for the account or good thing about a U.S. individual in offshore transactions in compliance with Regulation S beneath the Securities Act. For an outline of eligible offerees and sure restrictions on switch of the New Notes, see the part titled “Switch Restrictions” within the Change Supply Memorandum. The New Notes are being supplied pursuant to an exemption from the requirement to publish a prospectus beneath the Regulation (EU) 2017/1129 (as amended and supplemented infrequently, or the “Prospectus Regulation”), of the European Union, and the Change Supply Memorandum has not been permitted by a reliable authority inside the that means of the Prospectus Regulation. The New Notes are usually not supposed to be supplied, bought or in any other case made accessible to and shouldn’t be supplied, bought or in any other case made accessible to any retail investor within the European Financial Space (“EEA”).
Neither the Change Presents nor the New Notes have been, nor will probably be, registered with the Mexican Nationwide Securities Registry (Registro Nacional de Valores) maintained by the Mexican Nationwide Banking and Securities Fee (Comisión Nacional Bancaria y de Valores “CNBV”), and will not be supplied or bought publicly, or in any other case be topic to brokerage actions, in Mexico, besides pursuant to a non-public placement exemption set forth beneath Article 8 of the Mexican Securities Market Legislation (Ley del Mercado de Valores), to institutional or certified traders domiciled in Mexico as required beneath the Mexican Securities Market Legislation (Ley del Mercado de Valores). Discover to be given to CNBV for informational functions solely and receipt thereof by, is not going to represent or indicate a certification as to the funding high quality of the New Notes, the New Issuer´s solvency, liquidity or credit score high quality or the accuracy or completeness or the knowledge contained on this discover or within the Change Supply Memorandum and doesn’t ratify or validate any actions or omissions, if any, in contravention of relevant legislation. This discover and the Change Supply Memorandum are solely NEXT Properties’ duty and haven’t been reviewed or approved by the CNBV.
This announcement is for informational functions solely. This announcement shall not represent a proposal to promote or purchase or the solicitation of a proposal to purchase or promote any securities, nor shall there be any supply, solicitation or sale of any securities in any state or different jurisdiction through which such a proposal, solicitation or sale could be illegal. The Change Presents are being made solely pursuant to the Change Supply Memorandum. No suggestion is made as as to if the Eligible Holders of FUNO Notes ought to tender their FUNO Notes for trade within the Change Presents. Any individual contemplating investing choice regarding the New Notes should inform itself independently primarily based solely on the Change Supply Memorandum to be made accessible to Eligible Holders in reference to the Change Presents earlier than taking any such funding choice.
Utility will probably be made for the Change Supply Memorandum to be permitted by Euronext Dublin and to confess the New Notes to the Official Checklist and to buying and selling on the worldwide trade market of Euronext Dublin. In investing choice, all traders, together with any Mexican citizen who could purchase New Notes infrequently, should depend on their very own examination of the New Issuer.
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The forward-looking statements contained on this press launch mirror NEXT Properties’ beliefs, assumptions and expectations of NEXT Properties’ future efficiency, considering all data at the moment accessible to NEXT Properties. These beliefs, assumptions and expectations are topic to dangers and uncertainties and may change on account of many doable occasions or components, not all of that are recognized to NEXT Properties. A few of these components are described in “Abstract,” “Threat Elements,” “Administration’s Dialogue and Evaluation of Monetary Situation and Outcomes of Operations” and “Enterprise and Properties” of the Change Supply Memorandum. If a change happens, NEXT Properties’ enterprise, monetary situation, liquidity and outcomes of operations could range materially from these expressed in NEXT Properties’ forward-looking statements. Any forward-looking assertion speaks solely as of the date on which it’s made. New dangers and uncertainties come up over time, and it isn’t doable for NEXT Properties to foretell these occasions or how they could have an effect on NEXT Properties. NEXT Properties disclaims any obligation to publicly replace or revise any forward-looking statements to mirror modifications in underlying assumptions or components, new data, future occasions or different modifications.
SOURCE NEXT Properties
