NEXT Properties offers to swap four Fibra Uno series for new NEXT notes

By Marisa Wong

Los Angeles, Nov. 14 – Trust 7401, a trust formed under the laws of Mexico, (NEXT Properties) announced the start of four separate offers to exchange four series of outstanding senior notes issued by Trust 1401, a trust formed under the laws of Mexico, (Fibra Uno) for new senior notes to be issued by NEXT Properties, according to a press release. The offers began on Monday.

NEXT Properties is offering to exchange the following:

• Up to $400 million of the $800 million outstanding 5¼% senior notes due 2026 (Cusip: 898324AC2, P9406GAC2) issued by Fibra Uno for new 5¼% senior notes due 2026 issued by NEXT Properties;

• Up to $387.5 million of the $775 million outstanding 4.869% senior notes due 2030 (Cusip: 898339AA4, P9401CAA0) issued by Fibra Uno for new 4.869% senior notes due 2030 issued by NEXT Properties;

• Up to $350 million of the $700 million outstanding 6.95% senior notes due 2044 (Cusip: 898324AB4, P9406GAB4) issued by Fibra Uno for new 6.95% senior notes due 2044 issued by NEXT Properties; and

• Up to $437.5 million of the $875 million outstanding 6.39% senior notes due 2050 (Cusip: 898339AB2, P9401CAB8) issued by Fibra Uno for new 6.39% senior notes due 2050 issued by NEXT Properties.

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 tendering after the early deadline will only be eligible to receive the tender consideration of $950 per $1,000 principal amount.

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 early tender date is 5 p.m. ET on Nov. 27, which is also the withdrawal deadline.

The early settlement date is expected to follow soon after the early tender date.

The offers will expire at 5 p.m. ET on Dec. 12.

Final settlement will occur promptly after the expiration date.

The exchange offers are subject to some conditions, including the condition that Trust 2401, a Mexican trust also known as Fibra NEXT, consummate its initial public offering.

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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