Terrafina Launches Tender Offer for Any and All of Its Outstanding 4.962% Senior Notes Due 2029

Mexico City, Jan. 06, 2026 (GLOBE NEWSWIRE) -- Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, División Fiduciaria, exclusively in its capacity as trustee under the Irrevocable Trust Agreement No. 6274 (“Terrafina”) (BMV: TERRA13), a leading Mexican industrial real estate investment trust (“FIBRA”) dedicated to the acquisition, development, lease, and management of industrial real estate properties in Mexico, announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.962% Senior Notes due 2029 (the “Notes”) listed below.

The Tender Offer is being made pursuant to an offer to purchase dated January 6, 2026 (the “Offer to Purchase”) and related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”), which set forth the terms of the Tender Offer. The following table sets forth certain information relating to the Tender Offer:

Following consummation of the Tender Offer, the Notes that are accepted for purchase will be retired and cancelled. In addition, Terrafina currently intends to redeem any Notes that remain outstanding pursuant to and in accordance with the terms of the indenture related to the Notes, but Terrafina is not obligated to do so and ultimately may decide not to redeem any remaining Notes.

Holders of Notes that are validly tendered prior to or at 5:00 p.m., New York City time, on January 12, 2026 or, in each case, any other date and time to which Terrafina extends the Tender Offer (such date and time, as it may be extended with respect to the Tender Offer, the “Expiration Date”) and that are accepted for purchase will receive the Tender Offer Consideration plus accrued and unpaid interest on such Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date, which is expected to occur three business days after the Expiration Date.

Holders will be permitted to withdraw tendered Notes at any time prior to the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10th business day after the commencement of such Tender Offer, by following the procedures described in the Offer Documents. The Notes may also be validly withdrawn by following the procedures described in the Offer Documents if, for any reason, the Tender Offer has not been consummated within 60 business days after commencement.

Holders who validly tender their Notes pursuant to the guaranteed delivery procedures described in the Offer Documents must deliver their Notes no later than 5:00 p.m., New York City time, on January 14, 2026, the second business day following the Expiration Date.

Completion of the Tender Offer is conditioned on the satisfaction or waiver of certain conditions described in the Offer Documents. Terrafina has the right, in its sole discretion, to amend or terminate the Tender Offer at any time, subject to applicable law.

For additional information regarding the terms of the Tender Offer, please contact the dealer managers for the Tender Offer (the “Dealer Managers”), BBVA Securities Inc. at +1 (800) 422-8692 (toll-free) or +1 (212) 728-2303 (collect), BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (646) 855-8988 (collect), J.P. Morgan Securities LLC at +1 (866) 846-2874 (toll-free) or +1 (212) 834-7279 (collect) or Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll-free) or +1 (212) 225-5501 (collect).

Copies of the Offer Documents may be obtained from D.F. King & Co., Inc. (the “Tender and Information Agent”), at the following web address: www.dfking.com/terrafina, or, by phone at +1 (888) 541-9835 (toll-free) and +1 (212) 269-5550 (collect) or email at terrafina@dfking.com. All deliveries and correspondence sent to the Tender and Information Agent should be directed to D.F. King & Co., Inc., 28 Liberty Street, 53rd Floor, New York, New York 10005.

Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any regulatory authority of any other country has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer or passed upon the adequacy or accuracy of the disclosure in the Offer Documents.

This press release shall not constitute an offer to purchase or a solicitation of acceptance of the offer to purchase, which are being made only pursuant to the terms and conditions contained in the Offer Documents. The Tender Offer is not being made to, nor will Terrafina accept tenders of Notes from, holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

About Terrafina

Terrafina (BMV: TERRA13) is a Mexican real estate investment trust formed primarily to acquire, develop, lease and manage industrial real estate properties in Mexico. Terrafina’s portfolio consists of attractive, strategically located warehouses and other light manufacturing properties throughout the Central, Bajío and Northern regions of Mexico. Terrafina’s principal executive offices are located at Paseo de los Tamarindos 90, Torre 2, 22^nd Floor, Bosques de las Lomas, C.P. 05120, CDMX, México.

Forward-Looking Statements

The statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Terrafina operates, management’s beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact results. Words such as “expects,” “anticipates,” “intends,” “will,” “believes,” “potential,” “estimates,” “should,” “would” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Terrafina undertakes no duty to update any forward-looking statements appearing in this release.

DISCLAIMER

This press release must be read in conjunction with the Offer Documents. This announcement and the Offer Documents contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any holder of Notes has any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any holder of Notes whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if such holder wishes to participate in the Tender Offer. None of the Terrafina, its Manager or Technical Committee, the Dealer Managers, the Tender and Information Agent and any person who controls, or is a director, officer, employee or agent of, such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer.

Contacts:

Alexandra Violante, Vice President, Finance, aviolante@prologis.com, +52 55 1105 2955

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.