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NEW YORK & MEXICO CITY–( BUSINESS WIRE )–Blackstone Real Estate and Grupo MRP, a Mexican real estate developer, owner and operator, announced today that the Mexico Trust, comprised of its affiliates, has extended its cash offering of 100% of Terrafina’s issued real estate trust stock certificates (“BMV TERRA 13”) per certificate, through July 29, 2024 at 2:00 p.m. (Mexico City time), according to the information contained in the prospectus set forth below.
As the only announced cash-settled tender offer, this transaction will provide substantial and immediate value to Terrafina holders and avoid the uncertainty of potential tax implications associated with the certificate exchange offer.
Pursuant to the terms of the Prospectus, if 50% plus one of the outstanding Terrafina Certificates have not been validly tendered and accepted on the Offer Expiry Date, and assuming there has been no material change in the terms of the Offer, the Offer Period will be automatically extended by one Business Day unless the Offeror notifies that the automatic extension does not apply. This Offer Extension will not entitle the Holders to reject the Offer.
Terrafina Certificates may be offered at any time prior to 2:00 p.m. (Mexico City time) on July 29, 2024, but the expiration date of the Offer may be extended in accordance with the terms set forth in the Prospectus. Settlement is expected to be August 5, 2024, unless the expiration date is extended in accordance with the Prospectus. Closing of the Offering is subject to acceptance by Terrafina Holders representing at least 50% of the Equity Interest and 1 issued Terrafina Certificate (including, for clarity, any approved but unissued Terrafina Certificates).
The public tender offer is realizable in cash at a premium of 27% to the Terrafina Token listing price at the close of trading on December 4, 2023, and a premium of more than 10% to the Terrafina Token listing price as of June 2024.
With a track record of over 50 successful public company transactions, Blackstone Real Estate is well-positioned to execute this transaction. Mexico’s economic competition authority, the Federal Economic Competition Commission (“Comision Federal de Competencia Económica”).coffeeThe completion of this offering is not subject to the receipt of financing and is not dependent on the approval of the board of directors or other shareholders.
The terms and conditions of the Offer are described in the Prospectus as amended by the Amended Offer Notice. Please see below for further information on how to obtain a copy of the Prospectus and its accompanying Offer Letter and who to contact if you have any questions about the Offer.
About Blackstone Real Estate
The Blackstone Group is a world leader in real estate investing. Founded in 1991, Blackstone’s real estate business manages $336 billion of investment capital. Blackstone is the world’s largest owner of commercial real estate, owning and operating assets across all major industries and geographies, including logistics, data centers, residential, office and hotels. Our opportunistic funds seek to acquire undermanaged, well-located assets around the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets around the world through institutional strategies and strategies tailored for income-focused retail investors, including Blackstone Real Estate Income Trust, Inc. (BREIT). Blackstone Real Estate also operates one of the world’s leading real estate debt businesses, providing a full range of financing solutions across the capital structure and risk spectrum, including the management of Blackstone Mortgage Trust (NYSE: BXMT).
About MRP Group
Founded in 2003, MRP Group is Mexico’s leading integrated platform for institutional capital management focused on the real estate sector. To date, MRP Group has committed and managed over $4.8 billion in investments through 14 funds, of which 5 have been divested. MRP Group is an operationally focused entity comprised of professionals with a long-term vision to evaluate, plan, finance, structure and execute transactions related to the cash-generating real estate asset space. MRP Group operates as an active capital manager, directly involved in the development and operation of its projects, and focuses on commercial and mixed-use properties, which has enabled it to grow to considerable depth.
About the Offeror
The public tender offer is being made by CIBanco, SA, Institución de Banca Múltiple, as trustee under Trust No. CIB/4338, with participation from BP MX Industrial Real Estate Holdco LLC and CIBanco, SA, Instituto Multibank, as trustee under Irrevocable Management Trust No. CIB/4235, as settlor and trustee.
Get information brochures and ask questions about offers
The Spanish version of the prospectus and the amended offer circular is available free of charge at: https://www.cibanco.com/es/cibanco/busqueda-emisoras-fiduciario?stock=47&series=29&idArea=servicio-fiduciarios
If you have any questions about the offer or its procedures, please contact:
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Morgan Stanley México, Casa de Bolsa, SA de CV, acting as intermediary, please call +52 55 5282 6748 or send an email to (email protected)o
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Morrow Sodali, International LLC, acting as Information Agent, at +1 917 475 0281 or +1 800 269 4523 (U.S.) and +52 55 4169 6733 (Mexico) or by email at (email protected).
Transaction Advisor
Morgan Stanley and Santander Bank served as financial advisors to Blackstone Real Estate and MRP Group. Simpson Thacher & Bartlett LLP and Galicia Abogados, SC served as legal advisors to Blackstone Real Estate and MRP Group.
Investor Information
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of securities or investment advice, nor does it constitute an invitation to initiate investment activities. The information contained in the press release is not complete. The offer is made only on the basis of the prospectus. Terrafina certificate holders should read the prospectus and accompanying documents carefully because they contain important information, including the terms and conditions of the offering.
This press release and any other document related to the offer may not be distributed, published, delivered and/or disseminated in countries where its delivery and use would be contrary to applicable regulations. We do not authorize the publication, delivery, distribution and/or dissemination of this press release or any other document related to the offer to third parties outside Mexico or the United States of America. Therefore, the recipient of this document may not publish, deliver, distribute and/or disseminate this press release or any other document related to the offer outside Mexico or the United States, except in accordance with applicable laws.
Forward-Looking Statements
Certain statements contained in this press release may be deemed to relate to future events and to projections and estimates. Such statements are not guarantees of future results. The forward-looking statements and estimates contained herein are based on current expectations and assumptions. Statements regarding projections and estimates are inherently susceptible to uncertainty and changes in circumstances. Actual results may differ materially from those projected due to numerous risks and uncertainties, many of which are beyond our control. We assume no obligation or duty to update or revise any such projections or estimates.
Contact information
Black Stone:
Geoffrey Koss
(email protected)
Material Requirements Planning (MRP):
Andrea Gonzalez Chacon
(email protected)
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