NEXT PROPERTIES ANNOUNCES EXCHANGE OFFERS FOR ANY & ALL OF ITS OUTSTANDING 6.950% SENIOR NOTES DUE 2044 AND 6.390% SENIOR NOTES DUE 2050 FOR ADDITIONAL 7.731% SENIOR SUSTAINABILITY-LINKED NOTES DUE 2056
EmitenTrust.com MEXICO CITY, Oct. 19, 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 6.950% Senior Notes due 2044 (the "NEXT Properties 2044 Notes") and 6.390% Senior Notes due 2050 (the "NEXT Properties 2050 Notes"), for additional 7.731% Senior Sustainability-Linked Notes due 2056 (the "New 2056 Notes"). The NEXT Properties 2044 Notes and the NEXT Properties 2050 Notes are herein referred collectively as the "Old Notes".
As previously announced, on October 8, 2026, NEXT Properties commenced four separate offers to exchange certain series of its outstanding notes (including the offers to exchange any and all Old Notes for newly issued Senior Sustainability-Linked Notes due 2056 (the "Prior Pool 2 Exchange Offers")), pursuant to that certain Exchange Offer Memorandum, dated such date (as supplemented by press releases dated October 13, 2026 and October 16, 2026). The Prior Pool 2 Exchange Offers expired at 5:00 p.m., New York City time, on October 15, 2026 and were not extended. The Trust accepted for exchange all Old Notes validly tendered (and not validly withdrawn) at or prior to such time, consisting of US$241,620,000 aggregate principal amount of NEXT Properties 2044 Notes (representing 69.03% of the then-outstanding principal amount thereof) and US$311,085,000 aggregate principal amount of NEXT Properties 2050 Notes (representing 71.11% of the then-outstanding principal amount thereof). On October 20, 2026 (the settlement date of the Prior Pool 2 Exchange Offers), NEXT Properties expects to issue US$498,600,469 aggregate principal amount of its 7.731% Senior Sustainability-Linked Notes due 2056 (the "Initial New 2056 Notes") in exchange for the Old Notes validly tendered and accepted for exchange in connection with the Prior Pool 2 Exchange Offers. All Old Notes so accepted will be cancelled, and may not be tendered in the Exchange Offers.
The following table summarizes the material terms for the Exchange Offers for the Old Notes for New 2056 Notes, in each case subject to the conditions described in the Exchange Offer Memorandum dated as of the date hereof:
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 23, 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 a cash payment on the Settlement Date (as defined below) representing the corresponding accrued and unpaid interest on the Old Notes (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, less the amount of any interest on the New 2056 Notes exchanged therefor for the period from, and including, the initial issuance date of the New 2056 Notes (which is expected to be October 20, 2026) to, but not including, the Settlement Date (such amount, the "Accrued Interest Payment"). 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 27, 2026, the second 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 US$948.91 in principal amount of New 2056 Notes in the case of the NEXT Properties 2044 Notes and US$865.76 in principal amount of New 2056 Notes in the case of the NEXT Properties 2050 Notes. This consideration is identical to the Total Consideration on the Prior Pool 2 Exchange Offers. Interest on the New 2056 Notes will accrue at 7.731% per annum from October 20, 2026, or from the immediately preceding interest payment date to which interest has been paid.
The New 2056 Notes will be issued as additional notes under the New 2056 Notes Indenture (as defined in the Exchange Offer Memorandum), will have the same terms (other than the issue date) and the same CUSIP and ISIN numbers as the Initial New 2056 Notes (except for any temporary CUSIPs and ISINs for New 2056 Notes issued under Regulation S), and will form a single series with the Initial New 2056 Notes. Such New 2056 Notes are expected to be part of the same "issue" as the Initial New 2056 Notes for U.S. federal income tax purposes. Eligible Holders who receive New 2056 Notes in exchange for Old Notes on the Settlement Date will receive New 2056 Notes that will have an embedded entitlement to pre-issuance interest for the period from, and including, the original issuance date (i.e., October 20, 2026) to, but not including, the Settlement Date. As a result, the cash payable for accrued interest on the Old Notes exchanged on the Settlement Date will be reduced, but in no event below zero, by the amount of pre-issuance interest on the New 2056 Notes exchanged therefor, thus offsetting the amount of any interest accrued prior to the Settlement Date.
Eligible Holders who tender their Old Notes prior to 5:00 p.m., New York City time, on October 23, 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 ("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 Offers.
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 2056 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. 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 contact@gbsc-usa.com. 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_properties) 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 2056 Notes, or any of their respective affiliates, makes any recommendation in connection with the Exchange Offers.
The New 2056 Notes will not be registered under the Securities Act or any state securities laws. Accordingly, the New 2056 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 2056 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 2056 Notes, our solvency, liquidity or credit quality or the accuracy or completeness of 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 A Piso 11
Col. Zedec Santa Fe
Ciudad de México, C.P. 01210
Tel: +52 (55) 9020 1936 / +52 (55) 9020 1938
Email: cpantoja@fibranext.mx,
rgallegos@fibranext.com, aoechler@fibranext.mx
Attention: Carlos Pantoja, Raúl Alfredo Gallegos
Navarro and Alexander Oechler
SOURCE NEXT Properties (Trust 2401)