NEXT extends exchange offer for Fibra Uno notes, adds cash payment

By Angela McDaniels

Tacoma, Wash., Jan. 25 – Trust 7401 (NEXT Properties), a trust formed under the laws of Mexico, extended the expiration date of its four separate offers to exchange four series of outstanding senior notes issued by Trust 1401 (Fibra Uno), a trust formed under the laws of Mexico, for new senior notes to be issued by NEXT Properties, according to a press release. The offers began on Nov. 13.

The offers will now expire at 5 p.m. ET on March 1, extended from 5 p.m. ET on Jan. 25.

The deadline was previously extended from 5 p.m. ET on Jan. 10 and, before that, from 5 p.m. ET on Dec. 12.

Additionally, NEXT Properties decided to grant withdrawal rights and to add a cash payment to the offer.

Noteholders who have tendered their notes by Jan. 25 may withdraw those notes until 5 p.m. ET on Jan. 29.

In addition to new notes, holders who exchange will now receive a cash payment equal to $1.25 per $1,000 of notes tendered by the new expiration date.

Because the offer was fully subscribed at the early tender date, holders who tender their notes for exchange after that date are not expected to have their notes accepted, unless the maximum exchange amount is increased.

The consummation of each exchange offer is subject to the condition that Trust 2401, a Mexican trust also known as Fibra NEXT, consummate its initial public offering.

As previously reported, of the early deadline of 5 p.m. ET on Nov. 27, the following were tendered:

• $451,766,000 of the $800 million outstanding 5¼% senior notes due 2026 (Cusip: 898324AC2, P9406GAC2) issued by Fibra Uno, with $400 million accepted at a proration rate of 86.49%;

• $560,046,000 of the $775 million outstanding 4.869% senior notes due 2030 (Cusip: 898339AA4, P9401CAA0) issued by Fibra Uno, with $387.5 million accepted at a proration rate of 66.4%;

• $396,715,000 of the $700 million outstanding 6.95% senior notes due 2044 (Cusip: 898324AB4, P9406GAB4) issued by Fibra Uno, with $350 million accepted at a proration rate of 85.44%; and

• $603,222,000 of the $875 million outstanding 6.39% senior notes due 2050 (Cusip: 898339AB2, P9401CAB8) issued by Fibra Uno, with $437.5 million accepted at a proration rate of 69.8%.

The amount of notes accepted in each series was the maximum amount the issuer had said it would accept.

The total consideration for each series is $1,000 per $1,000 principal amount. The total consideration includes an early tender premium of $50 per $1,000 of notes tendered by the early tender date.

Holders whose notes are accepted for exchange will not be entitled to receive accrued interest in cash, because interest on the new notes will accrue from the last interest payment date for the corresponding existing Fibra Uno notes and will be paid by NEXT Properties on the first interest payment date of the corresponding series of new notes received in exchange for the existing notes.

The tendered notes will be exchanged as follows:

• The accepted Fibra Uno 2026 notes will be exchanged for $400 million senior notes maturing on Jan. 30, 2026 with a coupon of 5¼% to be issued by issued by NEXT Properties

• The accepted Fibra Uno 2030 notes will be exchanged for $387.5 million senior notes maturing on Jan. 15, 2030 with a coupon of 4.869% to be issued by NEXT Properties;

• The accepted Fibra Uno 2044 notes will be exchanged for $350 million senior notes maturing on Jan. 30, 2044 with a coupon of 6.95% to be issued by NEXT Properties; and

• The accepted Fibra Uno 2050 notes will be exchanged for $437.5 million senior notes maturing on Jan. 15, 2050 with a coupon of 6.39% to be issued by NEXT Properties.

Settlement is expected to occur promptly after the new expiration date. The company determined not to have an early settlement date.

The exchange offers are being made, and the new notes are being offered, only to qualified institutional buyers under Rule 144A and to noteholders outside the United States who are persons other than U.S. persons under Regulation S.

BBVA Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are dealer managers in connection with the exchange offers.

The exchange and information agent is D.F. King & Co., Inc. (888 626-0988 or, for banks and brokers, 212 269-5550; funo@dfking.com; www.dfking.com/funo-next).

The real estate investment trusts are based in Mexico City.

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