NEXT Properties announces early tender results of debt exchange offers for six series of Fibra Uno’s senior unsecured notes
Mexico, Nov. 19, 2025 (GLOBE NEWSWIRE) -- TRUST 2401, a trust formed under the laws of the United Mexican States (“NEXT Properties” or the “New Issuer”) hereby announces the early tender results of its six separate offers commenced on November 5, 2025 to exchange six 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 5, 2025 (the “Exchange Offer Memorandum”). Capitalized terms not defined herein shall have the meaning assigned to them in the Exchange Offer Memorandum.
As of November 19, 2025 at 5:00 p.m., New York City time (the “Early Tender Date”) the following amounts had been properly tendered and not withdrawn and, subject to the satisfaction or waiver of the conditions set forth in the Exchange Offer Memorandum and in accordance with the Maximum Exchange Amounts, NEXT Properties has accepted the following for exchange under the Exchange Offers:
| CUSIP/ISIN of FUNO Notes |
Title of FUNO Notes to be tendered |
Total Amount Outstanding |
Exchange Amount Tendered by Holders | Exchange Amount to be accepted | Proration Factor(1) | Title of New Notes to be issued by Next Properties |
Total Consideration (in principal amount of the applicable series of New Notes) |
|
| 144A: 898339 AA4 / US898339AA49 Reg. S: P9401C AA0 / USP9401CAA01 |
4.869% Senior Notes due 2030 | US$775,000,000 | US$562,766,000 | US$387,500,000 | 65.97 | % | 4.869% Senior Notes due 2030 | US$387,500,000 |
| 144A: 89834J AB9 / US89834JAB98 Reg. S: P9401J AB3 / USP9401JAB37 |
7.700% Senior Sustainability-Linked Notes due 2032 | US$500,000,000 | US$448,572,000 | US$154,000,000 | 33.73 | % | 7.700% Senior Sustainability-Linked Notes due 2032 | US$154,000,000 |
| 144A:89834J AA1 / US89834JAA16 Reg S: P9401J AA5/ USP9401JAA53 |
7.375% Senior Green Notes due 2034 | US$600,000,000 | US$398,008,000 | US$300,000,000 | 71.24 | % | 7.375% Senior Green Notes due 2034 | US$300,000,000 |
| 144A: 89834J AC7/ US89834JAC71 Reg S: P9401J AC1 / USP9401JAC10 |
8.250% Senior Sustainability-Linked Notes due 2037 | US$300,000,000 | US$245,974,000 | US$245,974,000 | N/A | 7.700% Senior Sustainability-Linked Notes due 2032 | US$255,812,960 | |
| 144A: 898324 AB4 / US898324AB45 Reg. S: P9406G AB4 / USP9406GAB43 |
6.950% Senior Notes due 2044 | US$700,000,000 | US$431,461,000 | US$350,000,000 | 78.47 | % | 6.950% Senior Notes due 2044 | US$350,000,000 |
| 144A: 898339 AB2 / US898339AB22 Reg. S: P9401C AB8 / USP9401CAB83 |
6.390% Senior Notes due 2050 | US$875,000,000 | US$640,128.000 | US$437,500,000 | 66.31 | % | 6.390% Senior Notes due 2050 | US$437,500,000 |
(1) Proration factor has been rounded for presentation purposes.
NEXT Properties expects the Early Settlement Date to be on or shortly after December 3, 2025, on which date it is expected to pay the Total Consideration for the FUNO Notes validly tendered on or before the Early Tender Date and accepted for exchange, together with the Accrued Interest Payment.
As indicated in the table above, considering that the principal amounts of FUNO Notes tendered under some of the Exchange Offers have exceeded the Maximum Exchange Amounts applicable to such Exchange Offers, the New Issuer will prorate the acceptance of such FUNO Notes, so that the Exchange Offers do not exceed such Maximum Exchange Amounts. Because the Exchange Offers other than the 2037 Exchange Offer were oversubscribed, NEXT Properties also expresses its intention not to accept any additional tenders of FUNO Notes under the Exchange Offers after the Early Tender Date, other than with respect to the 2037 Exchange Offer. The New Issuer has also resolved to increase the Maximum Exchange Amount applicable to the 2032 Exchange Offer from US$150,000,000 to US$154,000,000.
The Withdrawal Deadline expired on November 19, 2025 at 5:00 p.m., New York time. The FUNO Notes validly tendered pursuant to the Exchange Offers may no longer be withdrawn, and any FUNO Notes tendered on or after the date hereof and prior to the Expiration Date may not be withdrawn.
The Exchange Offers will expire at 5:00 p.m., New York City time, on December 5, 2025, unless extended by NEXT Properties.
The consummation of each Exchange Offer is subject to the satisfaction or waiver of certain conditions as set forth in the Exchange Offer Memorandum (see the “Conditions of the Exchange Offers” section in the Exchange Offer Memorandum).
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 (i) 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, or (ii) who are a “Non-U.S. qualified offeree” (as defined under “Transfer Restrictions” in the Exchange Offer Memorandum). 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 28 Liberty Street, 53rd Floor, New York, NY 10005 USA; Banks and brokers, call: +1-212-931-0870; All others, call U.S. toll-free: (800) 967-5084; Email: funo@dfking.com; Eligibility website: www.dfking.com/funo-next.
______________________
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 (i) 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 or (ii) who are a "Non-U.S. qualified offeree (as defined under “Transfer Restrictions” in the Exchange Offer Memorandum). 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, or “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.
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