Terrafina in Competitive Sale Process

Cleary Gottlieb represented Mexican real estate trust Terrafina in the competitive sale process that ultimately resulted in Fibra Prologis acquiring over 77% of Terrafina’s share capital, which is represented by real estate trust certificates (certificados bursátiles fiduciarios inmobiliarios; CBFIs).

Fibra Prologis launched the tender and exchange offer for up to 100% of the outstanding of Terrafina CBFIs on May 17, 2024. Upon expiration of the tender and exchange offer, Fibra Prologis accepted 606.5 million Terrafina CBFIs in exchange for Ps. 11.78 billion and 217.2 million Fibra Pologis 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 for Terrafina. 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 settlement of the tender and exchange offer was carried out on August 6, 2024.

Throughout the competitive sale process, the technical committee of Terrafina met frequently to consider and express an opinion on each offer as required by applicable law.

Terrafina, a Mexican real estate investment trust and the second-largest Mexican real estate trust in terms of gross leasable area, is one of the leading industrial real estate companies in Mexico, with strategic operations in the country’s top industrialized cities.