Macquarie, Prologis Announce Binding Deal Tied to Tender Offer

FIBRA Macquarie disclosed via the BMV that Macquarie and Prologis signed a binding agreement linked to a planned tender offer for its CBFIs and a potential transfer of management rights. The announcement lands as FIBRA Macquarie advances a power-secured industrial landbank in Tijuana and ramps an IFC-backed, energy-efficient industrial parks program across key nearshoring hubs.

FIBRA Macquarie announced through a filing distributed via the Mexican Stock Exchange (BMV) that it has been informed of a binding Transaction and Covenant Agreement (TCA) between Macquarie Asset Management México, Prologis Property México, and FIBRA Prologis. Under the TCA, Macquarie agreed to transfer to Prologis all of its rights and obligations under the management agreement with FIBRA Macquarie, subject to the satisfaction of certain conditions. 

The proposed transfer of management rights is conditioned, among other customary conditions, on FIBRA Prologis acquiring at least a majority of the outstanding FIBRA Macquarie real estate trust certificates (CBFIs) not held by Macquarie, through a tender offer that would be for up to 100% of outstanding CBFIs. FIBRA Macquarie says it will continue to monitor developments related to any potential transfer of management rights and any tender offer that may be launched, and will inform the market as required under applicable law.

According to the announcement referenced in the BMV notice, FIBRA Prologis intends to launch a tender offer and exchange transaction for up to 100% of the outstanding FIBRA Macquarie CBFIs at a fixed exchange ratio of 0.525 FIBRA Prologis CBFIs for each FIBRA Macquarie CBFI, or a cash alternative equal to MX$40 (US$2.33) per CBFI, up to a maximum total cash amount of MX$7.94 billion (US$463.79 million). The disclosure also states that the cash cap is equal to 25% of all outstanding FIBRA Macquarie CBFIs as of Feb. 24, 2026, and that the blended consideration implies a premium of about 20% to the 60-day volume-weighted average price as of Feb. 24, 2026.

FIBRA Prologis says it has made a filing to obtain the required governmental approvals, including authorization from Mexico’s banking and securities regulator (CNBV), and intends to launch the tender offer in the second quarter of 2026, subject to corporate and regulatory approvals and customary conditions. 

The TCA disclosure also highlights an intended reduction in expenses for the combined vehicle through an additional tier in the asset management fee structure. Specifically, it describes reducing the current 50-basis-point fee on assets under management exceeding US$10,000 million by 20% to 40 basis points. 

In its BMV press release, FIBRA Macquarie describes itself as a Mexican-listed real estate investment trust focused primarily on stabilized income-producing properties, with a portfolio of 245 industrial properties and 17 retail properties across 20 cities in 16 states as of Dec. 31, 2025. 

Fibra Macquarie’s Recent Moves

The corporate developments come as FIBRA Macquarie has been expanding its nearshoring-oriented industrial pipeline, including a major land acquisition in Tijuana’s Boulevard 2000 submarket. In a separate disclosure, the company announced the acquisition of a 124ha parcel for US$113.8 million, with access to a 90MW dedicated energy capacity and related infrastructure, MBN reports.

FIBRA Macquarie says the project contemplates a phased, multi-year development of a Class A industrial park built to at least a LEED Gold standard, targeting a stabilized yield on cost in a 9% to 11% range. The acquisition agreements include a structured payment plan over three years, beginning with an initial US$19.9 million payment on Feb. 19, 2026, followed by additional payments extending into 2028. The company also said the acquisition lifted its total land bank for industrial development to roughly 8.5 million square feet of buildable gross leasable area. 

On the financing side, the International Finance Corporation (IFC) disclosed a new US$50 million loan to support FIBRA Macquarie’s 2025–2027 development program, aimed at building energy-efficient industrial parks in hubs including Mexico City, Monterrey, Ciudad Juarez, Reynosa, Tijuana and Guadalajara. IFC also described the transaction as the first global pilot under its DRIVE program, including a “DRIVE to ZERO Readiness Score” concept for portfolio-level decarbonization readiness, as previously reported by MBN. 

FIBRA Macquarie calls this a five-year sustainability-linked unsecured credit facility structured as a US$50 million non-amortizing term loan, expected to price at 90-day SOFR plus an average credit spread of 160 basis points, incorporating a five-basis-point ESG adjustment upon disbursement, and with KPI-linked annual adjustments tied to green building certification. The same release says the transaction helped keep its cost of funding at about 5.5% per annum and increased available liquidity to US$615 million through committed and uncommitted facilities.

If the tender offer and management-rights transfer are completed, Macquarie’s recent power-secured land acquisition in Tijuana and the IFC-backed green parks financing would likely be read less as standalone expansion and more as pipeline positioning that becomes more valuable, and potentially faster to execute, inside a larger Prologis-led industrial platform.