NEXT Properties Announces Tender Offer for

GlobeNewswire | NEXT Properties
Today at 4:01am UTC

4.869% SENIOR NOTES DUE 2030, 
6.950% SENIOR NOTES DUE 2044,
6.390% SENIOR NOTES DUE 2050, AND
7.375% SENIOR GREEN NOTES DUE 2034

MEXICO, June 25, 2026 (GLOBE NEWSWIRE) -- 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 a tender offer (the “Tender Offer”) to purchase for cash up to U.S.$587,500,000 aggregate principal amount (subject to increase by the Trust, the “Aggregate Maximum Tender Amount”) of the outstanding 4.869% Senior Notes due 2030 (the “2030 Notes”), the 6.950% Senior Notes due 2044 (the “2044 Notes”), the 6.390% Senior Notes due 2050 (the “2050 Notes”) and the 7.375% Senior Green Notes due 2034 (the “2034 Notes,” and together with the 2030 Notes, the 2044 Notes and the 2050 Notes, the “Notes”), each issued by the Trust, subject to purchase in accordance with the acceptance priority level for each series of Notes (the “Acceptance Priority Level”) and priority for early tenders and possible proration as described in the Trust’s Offer to Purchase dated June 24, 2026.

The following table summarizes the material pricing terms for the Tender Offer:

Title of Security

CUSIP / ISIN

Aggregate Principal
Amount Outstanding

Acceptance Priority Level(1)

Consideration per U.S.$1,000 principal amount of Notes
Reference SecurityRelevant Bloomberg PageFixed SpreadEarly Tender Premium(2)
4.869% Senior Notes due 2030

89834MAA4 / US89834MAA45

P9402MAA7 / USP9402MAA73
U.S.$387,497,000 14.125% U.S. Treasury Note due May 31, 2031FIT1125 bpsUS$50
6.950% Senior Notes due 2044

89834MAD8 / US89834MAD83

P9402MAD1 / USP9402MAD13
U.S.$350,000,00025.000% U.S. Treasury Note due May 15, 2046FIT1195 bpsUS$50
6.390% Senior Notes due 205089834MAE6 / US89834MAE66

P9402MAE9 / USP9402MAE95

U.S.$437,500,00034.750% U.S. Treasury Note due February 15, 2056FIT1205 bpsUS$50
7.375% Senior Green Notes due 203489834MAC0 / US89834MAC01

P9402MAC3 / USP9402MAC30
U.S.$299,900,00044.375% U.S. Treasury Note due May 15, 2036FIT1175 bpsUS$50

The Notes will be purchased in accordance with the Acceptance Priority Level (in numerical priority order) as set forth in the table above, and proration of the Notes will be determined in accordance with the terms of the Tender Offer. If the Trust purchases any Notes in the Tender Offer, Notes tendered prior to 5:00 p.m., New York City time, on July 8, 2026 (the “Early Tender Date”) will be accepted for purchase in accordance with their Acceptance Priority Level and in priority to other Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher acceptance priority than Notes tendered prior to the Early Tender Date. If at the Early Tender Date the aggregate principal amount of Notes validly tendered equals or exceeds the Aggregate Maximum Tender Amount, the Trust reserves the right, at its option, not to accept any additional Notes tendered by Holders of Notes after the Early Tender Date.

The Trust intends to finance the purchase of the Notes tendered and accepted pursuant to the Tender Offer with the net proceeds from a separate financing transaction to be completed by the Trust. The consummation of the Tender Offer is conditioned upon the successful completion of such financing and the receipt of proceeds therefrom (the “Financing Condition”). The Financing Condition may be satisfied with a potential offering of senior notes (the “New Notes”) that may be issued by the Trust (the “Potential New Notes Offering”).

Holders who wish to tender their Notes for cash and also subscribe for the New Notes, if issued, should quote a unique identifier code (“Unique Identifier Code”), which can be obtained by contacting any of the Dealer Managers, in their ATOP Electronic Acceptance Instruction (each term as defined herein). A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, if issued, such holder should obtain and quote a Unique Identifier Code in its ATOP Electronic Acceptance Instruction. The Trust will review tender instructions received on or prior to the Early Tender Date and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that the Potential New Notes Offering will be completed or, if completed, that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.

If Notes are validly tendered such that the aggregate principal amount tendered exceeds the Aggregate Maximum Tender Amount, the Trust will accept for purchase only Notes up to the Aggregate Maximum Tender Amount, and such Notes will be purchased in accordance with the Acceptance Priority Level, so that all such Notes having a higher Acceptance Priority Level will be accepted for purchase before any tendered Notes having a lower Acceptance Priority Level are accepted, provided that Notes tendered prior to the Early Tender Date will have priority over Notes tendered after the Early Tender Date. On any given settlement date, if only a portion of the tendered Notes of a series may be accepted for purchase consistent with the Aggregate Maximum Tender Amount, the aggregate principal amount of such series of Notes accepted for purchase will be prorated based upon the aggregate principal amount of such series of Notes that has been validly tendered and not yet accepted for purchase in the Tender Offer (with appropriate adjustment to avoid purchases of Notes in a principal amount other than U.S.$200,000 and an integral multiple of U.S.$1,000 in excess thereof), provided that in no event shall the Trust be obligated to purchase an aggregate principal amount of Notes exceeding the Aggregate Maximum Tender Amount.

Holders of the Notes that are validly tendered (i) on or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration; and (ii) after the Early Tender Date but before the 5:00 p.m., New York City time, on July 23, 2026 (the “Expiration Date”) and accepted for purchase pursuant to the Tender Offer will receive the Total Consideration minus the Early Tender Premium (such amount referred to as the “Base Consideration”), in each case subject to purchase in accordance with the Acceptance Priority Level for such series and possible proration.

The Total Consideration includes (and is not in addition to) an Early Tender Premium of U.S.$50 per U.S.$1,000 principal amount of Notes validly tendered (the “Early Tender Premium”).

The Total Consideration for each U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the price (calculated as described in Schedule I to the Offer to Purchase) equal to: (i) the present value on the applicable settlement date of (x) U.S.$1,000, the principal amount payable on the par call date or final maturity, as applicable in accordance with standard market practice, for such Notes (the “Reference Date”), and (y) all interest payments on such Notes from the applicable settlement date up to and including the Reference Date (including accrued interest for the period from the last scheduled interest payment date to the par call date if the par call date is the Reference Date), in each case discounted on the basis of a yield to maturity equal to the sum of (a) the yield to maturity (the “Reference Yield”) on the applicable Reference Security listed in the table above for such series of Notes (the “Reference Security”), based on the bid-side price of the Reference Security at 11:00 a.m., New York City time, on July 9, 2026, or such other date as may be determined by the Trust in its sole discretion (such date, the “Price Determination Date”), as displayed on the Bloomberg Government Pricing Monitor Page FIT1 or any recognized quotation source selected by the Dealer Managers in their sole discretion if the Bloomberg Government Pricing Monitor is not available or is manifestly erroneous, plus (b) the applicable Fixed Spread for such series of Notes set forth in the table above, minus (ii) accrued and unpaid interest on such Notes from, and including, the last interest payment date for the applicable series to, but not including, the applicable settlement date (the “Accrued Interest”), such price being rounded to the nearest U.S.$0.01 per U.S.$1,000 principal amount of the Notes.

In accordance with standard market practice, if the applicable Reference Yield plus the applicable Fixed Spread is less than the contractual annual rate of interest on a particular series of Notes, then the calculation of the Total Consideration for that particular series of Notes will be calculated by reference to the applicable par call date of such series of Notes.  If the applicable Reference Yield plus the applicable Fixed Spread is higher than or equal to the contractual annual rate of interest on a particular series of Notes, then the calculation of the Total Consideration for that particular series of Notes will be calculated by reference to the applicable maturity date of such series of Notes.

In addition to the Base Consideration or the Total Consideration, as applicable, all Holders of Notes accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on those Notes from the last interest payment date applicable to such Notes to, but not including, such settlement date.

Holders of Notes who tender their Notes before the Withdrawal Deadline, which is 5:00 p.m., New York City time, on July 8, 2026, unless extended, may withdraw their Notes prior to the Withdrawal Deadline. Notes may not be withdrawn after the Withdrawal Deadline, unless otherwise required by law or unless the Trust amends the terms of the Tender Offer in a manner that is materially adverse to the tendering Holders. The Trust reserves the right, subject to applicable law, to extend, withdraw or terminate the Tender Offer, increase or decrease the Aggregate Maximum Tender Amount or otherwise amend the terms of the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on July 23, 2026, and is subject to, and conditioned upon, the satisfaction or waiver of the General Conditions and the Financing Condition described in the Offer to Purchase. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered.

The Trust has retained BBVA Securities Inc. (“BBVA Securities”), BofA Securities, Inc. (“BofA Securities”) and Citigroup Global Markets Inc. (“Citigroup”) to act as Dealer Managers for the Tender Offer. Holders with questions about the Tender Offer can contact BBVA Securities at +1 (800) 422-8692 (toll free) or +1 (212) 728-2446 (collect), BofA Securities at +1 (888) 292-0070 (toll free) or +1 (646) 855-8988 (collect), and Citigroup at +1 (800) 558-3745 (toll free) or +1 (212) 723-6106 (collect). Holders can obtain additional copies of the Offer to Purchase and related materials from the Information Agent and Tender Agent, D.F. King & Co., Inc., at +1 (800) 967-5084 (toll free) or +1 (212) 931-0870 (collect for banks and brokers) or email at next@dfking.com.

This release is neither an offer to purchase nor a solicitation of an offer to sell or buy any securities in any transaction. The Tender Offer is being made pursuant to the Offer to Purchase, copies of which will be delivered to holders of the Notes, and which set forth the complete terms and conditions of the Tender Offer. Holders are urged to read the Offer to Purchase carefully before making any decision with respect to the Tender Offer. The Tender Offer is not being made to, nor will the Trust accept tenders of the Notes from, holders in any jurisdiction in which the Tender Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. None of the Trust, the Dealer Managers, the tender agent, the information agent or the trustee, or any of their respective affiliates, makes any recommendation in connection with the Tender Offer.

Neither the Offer to Purchase 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 Offer to Purchase 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 “Certain Significant Consequences to Holders” in the Offer to Purchase.

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 B 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,
Attention: Carlos Pantoja and Raúl Alfredo Gallegos Navarro