Mexican REIT Fibra Plus acquires Fibra HD

Mexican real estate investment trust (REIT) Fibra Plus has acquired Fibra HD, another REIT, in a deal valued at $488 million.

Posted Tuesday, October 26th 2021
Mexican REIT Fibra Plus acquires Fibra HD

The acquisition was made through a tender and exchange offer for up to 100% of Fibra HD’s real estate trust certificates, with Fibra Plus paying for the acquisition with its own real estate trust certificates (CBFIs).

Each holder of Fibra HD’s real estate trust that participated in the tender offer received 1 Fibra Plus CBFI, in exchange for each 2.5 Fibra HD CBFIs they held.

The tender offer was initially launched as hostile, but during the tender offer period, Fibra Plus and Fibra HD’s sponsor reached an agreement.

The equity value of the combined entities is 10 billion pesos ($495.4 million) and their combined portfolio is comprised of 58 real estate assets located throughout Mexico, while the two companies have total revenues of 161 million pesos ($7.97 million).

The combined portfolio has approximately 424,000m2 of assets in operation, and  approximately 160,000m2 in assets under development.

This was the first public M&A transaction among two public Mexican REITs, and the first acquisition and exchange tender offer of its nature in the Mexican market.

“The transaction required highly technical and complex advice on the securities front, as well as strong and acute counsel on the M&A aspect of the deal,” law firm Galicia Abogados, which advised Fibra Plus as the buyer, said.

“Certain circumstances of the transaction required intense negotiation efforts,” the law firm added. “The fact that the tender offer started as hostile, and then became an agreed takeover, made the transaction even more complex. Also, certain protections provided under the trust agreement of Fibra HD required strategic business decisions that were developed and presented by the firm for the client’s consideration.”

The firm’s team was led by partners Maurice Berkman of the capital markets practice, and Ricardo García of the M&A division, and who were assisted by partners Carlos Chávez (antitrust) and Federico Scheffler (tax).

The law firm’s team also included associates María de los Ángeles Padilla Zubiría (capital markets), Mariana Islas (M&A), Marianela Romero (antritrust), Sebastián Ayza (tax), Julio Hernandez (antitrust) and Melissa Castillo (capital markets).

Mexican law firm Mijares, Angoitia, Cortes y Fuentes acted as advisors of the board of directors of Fibra HD.