Cleary Gottlieb Represents Terrafina in Sale to Fibra Prologis

The sale marks a major milestone in the rapidly evolving real estate landscape in Mexico, as global companies and investors increasingly seek opportunities in the country's thriving industrial sector. Fibra Prologis's acquisition of Terrafina's share capital demonstrates the growing interest in nearshoring and the strategic importance of Mexico's industrialized cities. The competitive sale process, which involved multiple participants and raised offers, culminated in Fibra Prologis's successful bid. The settlement of the tender and exchange offer was completed on August 6, 2024.

Key Takeaways:

• Cleary Gottlieb represented Terrafina, a leading Mexican real estate investment trust and the second-largest Mexican real estate trust, in the sale process.
• Fibra Prologis acquired over 77% of Terrafina's share capital, represented by real estate trust certificates (CBFIs) through a tender and exchange offer.
• The tender and exchange offer was launched by Fibra Prologis on May 17, 2024, and accepted 606.5 million Terrafina CBFIs in exchange for Ps. 11.78 billion and 217.2 million Fibra Prologis CBFIs.
• Six companies, including global real estate giant Blackstone Inc., Fibra Uno, and a Mexican real estate trust sponsored by Australia's Macquarie Asset Management Ltd., participated in the bidding process.
• The sale process involved multiple raised offers and extended deadlines, reflecting strong continued interest by companies and investors in nearshoring.
• Fibra Prologis ultimately took the lead with its combined offer of cash and stock.
• The technical committee of Terrafina met frequently to consider and express an opinion on each offer as required by applicable law.

Statistics:

• 606.5 million Terrafina CBFIs were tendered in exchange for Fibra Prologis stock and cash.
• The total value of the exchange offer was Ps. 11.78 billion.
• 217.2 million Fibra Prologis CBFIs were issued in exchange for Terrafina CBFIs.
• The settlement of the tender and exchange offer was completed on August 6, 2024.

Sources:

• [1] Cleary Gottlieb Steen & Hamilton
• [2] Fibra Prologis Press Release (May 17, 2024)
• [3] Terrafina's website (n.d.)