Real Estate
MEXICO CITY, Oct. 12, 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 amended the terms of its previously announced exchange offers, commenced on October 8, 2026 (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 referred to herein collectively as the “Old Notes.” The New 2036 Notes and the New 2056 Notes are referred to herein collectively as the “New Notes.”
Based on feedback received from large institutional holders of the Old Notes, the Trust has amended the Exchange Offers to add a new condition to each Exchange Offer, such that (i) the Exchange Offers for the NEXT Properties 2032 Notes and the NEXT Properties 2034 Notes are conditioned upon the issuance of not less than US$450,000,000 aggregate principal amount of New 2036 Notes (the “2036 Minimum Issuance Condition”), and (ii) the Exchange Offers for the NEXT Properties 2044 Notes and the NEXT Properties 2050 Notes are conditioned upon the issuance of not less than US$450,000,000 aggregate principal amount of New 2056 Notes (the “2056 Minimum Issuance Condition” and, together with the 2036 Minimum Issuance Condition, the “Minimum Issuance Conditions,” and each, a “Minimum Issuance Condition”). The Trust may waive either Minimum Issuance Condition, in its sole discretion; provided that, if necessary, the Trust shall extend the Expiration Date and the corresponding Withdrawal Deadline (as defined in the Exchange Offer Memorandum) for the applicable Exchange Offers so that holders of the applicable Old Notes will have at least two business days following such announcement to validly withdraw their tendered Old Notes, in each case to the extent and as required by applicable law.
Except as described in this press release, all other terms and conditions of the Exchange Offers, as set forth in the Exchange Offer Memorandum dated October 8, 2026 (the “Exchange Offer Memorandum”), remain unchanged. The Exchange Offers will expire at 5:00 p.m., New York City time, on October 15, 2026, unless extended, including as provided herein (such time and date, as the same may be extended, the “Expiration Date”). Documents relating to the Exchange Offers will only be distributed to Eligible Holders (as defined below).
Each Exchange Offer is conditioned upon the satisfaction or waiver of the general conditions described in the Exchange Offer Memorandum and the satisfaction or waiver of the applicable Minimum Issuance Condition. Other than the Minimum Issuance Conditions, the Exchange Offers are not conditioned on any minimum principal amount of Old Notes being tendered. Subject to applicable law, the Trust reserves the right, in its sole discretion, to (i) waive any condition to any Exchange Offer (subject, in the case of a Minimum Issuance Condition, to the extension described above), (ii) amend any or all of the Exchange Offers in any respect, and (iii) terminate or withdraw any or all of the Exchange Offers at any time before any Old Notes are accepted for exchange, including if any applicable condition is not satisfied by the Expiration Date. If any Exchange Offer is terminated, withdrawn or otherwise not consummated, no consideration will be paid to holders who tendered Old Notes in such Exchange Offer, and those Old Notes 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). 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 Bondholder 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 +1 (855) 654-2014 (toll free) or +1 (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) 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 the CNBV will not constitute or imply a certification as to the investment quality of the New Notes, the Trust’s solvency, liquidity or credit quality or the accuracy or completeness of the information contained in the 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.mx, aoechler@fibranext.mx
Attention: Carlos Pantoja, Raúl Alfredo Gallegos Navarro and Alexander Oechler
View original content:SOURCE NEXT Properties (Trust 2401)
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