Only announced all-cash offer to date,
providing substantial, immediate and certain value to Terrafina
shareholders
Blackstone Real Estate and MRP Group, a developer, owner and
operator of real estate in Mexico, today announced that a Mexican
trust formed by their affiliates has increased the price of its
tender offer for up to 100% of the outstanding real estate trust
certificates of Terrafina (BMV:TERRA 13) by Ps.1.00 per certificate
to a purchase price of Ps.40.50 per certificate.
The all-cash tender offer represents a premium of 27% over the
unaffected price per Terrafina certificate at the close of trading
on December 4, 2023 and a more than 10% premium to Terrafina’s
closing share price on June 7, 2024.
As the only announced all-cash tender offer, this transaction
would provide substantial and immediate value for Terrafina’s
shareholders and avoids the uncertainty regarding the potential tax
consequences associated with competing exchange offers. The
potential negative tax consequences include a 30% withholding tax
on the annual taxable income of the subsidiary FIBRA, potentially
leading to taxation for tax-exempt investors and double taxation
for non-exempt investors.
With a track-record of over 50 successful public company
transactions, Blackstone Real Estate is well-positioned to execute
this transaction. The Mexican antitrust authority, the Comisión
Federal de Competencia Económica (COFECE), has unconditionally
approved the tender offer. The tender offer is not subject to any
financing condition and is not contingent on additional board or
shareholder approvals.
Terrafina certificates may be tendered at any time until 14:00
Mexico City time, on July 24, 2024, unless the expiration date is
extended in accordance with the Offer to Purchase referred to
below. The settlement date is expected to be July 31, 2024, unless
the expiration date is extended in accordance with the Offer to
Purchase. The completion of the tender offer is conditioned upon,
among other things, the acceptance by holders representing at least
50% plus one of the outstanding Terrafina certificates (including,
for the avoidance of doubt, any approved but unissued Terrafina
certificates).
These changes to the terms of the tender offer do not result in
withdrawal rights.
Complete terms and conditions of the tender offer are set forth
in the Offer to Purchase as supplemented by the Supplemental Notice
(Aviso de Oferta). Please see below for information on how to
obtain the Offer to Purchase and the accompanying Letter of
Acceptance, and for who to contact with any questions regarding the
tender procedures.
About Blackstone Real Estate
Blackstone is a global leader in real estate investing.
Blackstone’s real estate business was founded in 1991 and has US
$339 billion of investor capital under management. Blackstone is
the largest owner of commercial real estate globally, owning and
operating assets across every major geography and sector, including
logistics, residential, office, hospitality and retail. Our
opportunistic funds seek to acquire undermanaged, well-located
assets across the world. Blackstone’s Core+ business invests in
substantially stabilized real estate assets globally, through both
institutional strategies and strategies tailored for income-focused
individual investors including Blackstone Real Estate Income Trust,
Inc. (BREIT), a U.S. non-listed REIT. Blackstone Real Estate also
operates one of the leading global real estate debt businesses,
providing comprehensive financing solutions across the capital
structure and risk spectrum, including management of Blackstone
Mortgage Trust (NYSE: BXMT).
About MRP Group
MRP Group was founded in 2003 and is a leading integrated
platform focused on managing institutional capital in the Mexican
real estate sector. To date, MRP Group has committed and managed
investments of more than $4.8 billion through 14 funds. MRP Group
is a development and operationally-focused entity comprised of
professionals specializing in the evaluation, planning, financing,
structuring, and execution of transactions within the
cash-generating real estate asset space, all with a long-term
vision. MRP Group is an active capital manager, directly involved
in both the development, acquisition and operation of its projects
and focused on commercial, hospitality and mixed-use properties,
which has allowed it to obtain significant expertise.
About the Offeror
The tender offer is being made by CIBanco, S.A., Institución de
Banca Múltiple, in its capacity as trustee under the trust
identified with the number CIB/4338, of which BP MX Industrial Real
Estate Holdco LLC and CIBanco, S.A. Institución de Banca Múltiple,
in its capacity as trustee of the irrevocable management trust
agreement identified under number CIB/4235, are settlors and
beneficiaries.
Copies of Offer to Purchase and Tender Offer Queries
A copy of the Offer to Purchase and the Supplemental Notice
(Aviso de Oferta) are available free of charge in English at the
following link:
https://www.cibanco.com/es/cibanco/busqueda-emisoras-fiduciario?stock=47&series=29&idArea=servicio-fiduciarios
If you have questions regarding the tender offer or tendering
procedures, please contact:
- Morgan Stanley Mexico, Casa de Bolsa, S.A. de C.V., acting as
Dealer Manager, at +52 55 5282 6748 or via email at
Miguel.Perez@morganstanley.com; or
- Morrow Sodali, International LLC, acting as Information Agent,
at +1 917 475 0281 or +1 800 269 4523 (in the United States) and
+52 55 4169 6733 (in Mexico) or via email at
opa@investor.morrowsodali.com.
Transaction Advisors
Morgan Stanley & Co and Santander are serving as financial
advisors to Blackstone Real Estate and MRP Group. Simpson Thacher
& Bartlett LLP and Galicia Abogados, S.C., are serving as legal
advisors to Blackstone Real Estate and MRP Group.
Notice to Investors
This announcement is for information purposes only and does not
constitute an offer or an invitation to acquire or dispose of any
securities or investment advice or an inducement to enter into
investment activity. The information in the press release is not
intended to be complete. The tender offer is only being made
pursuant to the Offer to Purchase. Holders of Terrafina
certificates should read carefully the Offer to Purchase and
accompanying documentation because they contain important
information, including the terms and conditions of the tender
offer.
This press release and any other document related to the tender
offer may not be distributed, published, delivered and/or
disseminated in any country where delivery and use would be
contrary to applicable law. We have not authorized this press
release or any other document related to the tender offer to be
published, delivered, distributed and/or disseminated by third
parties outside of Mexico or the United States. Therefore,
recipients may not publish, distribute and/or disseminate this
press release or any other document related to the tender offer
outside of Mexico or the United States, unless in accordance with
the applicable law.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements.” Forward-looking statements are not
guarantees of future performance. Any forward-looking statements
contained herein are based on current expectations and assumptions.
Forward-looking statements are inherently susceptible to
uncertainty and changes in circumstances. Actual results may differ
materially from the forward-looking statements as a result of a
number of risks and uncertainties, many of which are outside our
control. We do not undertake, or assume any obligation, to provide
updates of or to revise any forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240628601177/en/
Media Blackstone: Jeffrey Kauth
Jeffrey.Kauth@Blackstone.com
MRP: Andrea González Chacón agonzalezch@mrp.com.mx
Blackstone (NYSE:BX)
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