Alejandra Soto: and thank you for joining us today. This is Alejandra Soto, Mayor of the company. Today, we will be presenting the proposed integration of the Cross-Border Express and internalization of the Technical Assistance Agreement into Grupo Repertorio del Pacifico. I am joined by Raúl Revuelta, Chief Executive Officer, and Saúl Villarreal, Chief Financial Officer, who will walk us through the strategic, operational, and financial details of this initiative. Before we begin, I would like to remind everyone that today's presentation may include forward-looking statements regarding the proposed transactions, expected synergies, future performance, strategic initiatives, future operations, and other projections. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to defer material from those expressed or implied. GAAP undertakes no obligation to update any forward-looking statement except as required by applicable law. This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to purchase any securities. For additional information, please refer to the full disclaimer available in today's presentation materials, which are already posted on our website. Thank you, and I will turn the call over to Raul for his remarks. Thank you, Raul.
Raúl Revuelta: Good morning, and thank you for joining us. Today, we are presenting a transaction that is a key milestone in GAP's trajectory. The simultaneous integration of cross-border express and the internalization of the technical assistance agreement currently in existence. Together, these steps represent pivotal moments for GAAP, accelerating growth, adding diversification to our revenue and asset portfolio, and simplifying our ownership structure. This announcement represents more than just a transaction. It is a strategic evolution to diversify and build trust through long-term vision. The transaction aims to support GAAP's strategy on two fronts. First, integrating CVX with Tijuana Airport, our second largest and fastest growing airport, provides GAP with a unique U.S. asset offering direct exposure to California, a major U.S. market with strong cross-border travel demand. CBX is a state-of-the-art asset with a story of attractive growth, has been an important driver for the growth of our Tijuana Airport, and brings attractive undeveloped land adjacent to both CBX and Tijuana Airport that is strategic for potential projects in the future. CBX brings U.S. denominated non-automatic revenues that provides diversification. CBX generates strong free cash flows, and it's not subject to minimal investment commitments. CVX is a unique asset and highly strategic for Tijuana Airport and could unlock significant value for GAP shareholders. The second leg of this combined transaction is the internalization of the technical assistance agreement currently in existence in GAP, which also helps simplify GAP ownership structure. GAP will provide technical assistance services directly to its airports, delivering expected pre-tax annual savings equivalent to approximately 5% of the Mexican airport EBITDA, around 50.8 million in the last 12 months. These transactions will be accomplished by a simultaneous merger of five intermediate holding entities into GAP, simplifying its ownership structure. Since some of GAAP's strategic shareholders are existing shareholders of CVX and the other entities being merged, it is important to mention that they will receive 100% of their consideration for the transaction in additional GAAP Series B shares, increasing their ownership and demonstrating strong support and confidence in GAAP's long-term business plan. Breaking down the transaction into the key components. CAP obtains 100% ownership of CVX, including existing US infrastructure and its adjacent undeveloped land, 75% through the merger, and 25% through the ancillary cash transaction. Internalization of the technical assistance agreement, and a simplified ownership structure, along with approximately $290 million in cash and $74 million in debt from the consolidation transaction. In exchange, GAAP delivers roughly 90 million newly issued Series B shares, which represents an increment of approximately 18% to GAAP's current total shares outstanding for 75% of CDX and 100% of the internalization of the technical assistance agreement and the cash. We will pay in cash for the remaining 25% of CDX in a separate but cross-conditional transaction. Newly issued shares received by strategic shareholders will be subject to 365 days lock-up period, except for two portions. One, up to 25% of their shares may be sold after 90 days, and two, an additional 25% may be sold after 180 days, after the closing date. Related with the approval process, the decision by GAP's Board of Directors to submit this proposal to our shareholders for approval is based on an initiative by GAP management and was supported by the Audit and Corporate Practice Committee, composed of independent directors, which in turn was supported by Morgan Stanley, Deloitte Mexico, Kiri Goldie-Bestina Hamilton, and Bufete Robles-Miaja as independent external financial and legal advisors. This proposal is part of a comprehensive development, growth, and diversification plan to advance GAAP to the next level. This plan seeks to benefit all of our shareholders. The substantive terms will be outlined in the information statement, which will be made available shortly once GAAP's Extraordinary General and Shareholders Meeting is convened, to support shareholders in their decision-making process. We expect to call the shareholders meeting in the following weeks with a meeting anticipated to take place in December. The transaction requires approval by GAAP shareholders with an affirmative vote of the majority of all shares issued and outstanding. And closing is expected following customer regulatory approvals. The transaction was relevant financial metrics that will enhance GAAP financial profile. The enterprise value to the estimated 2026 EBITDA, then the multiple of the transaction will be around 12.2 times pre-synergies, and the transaction will be immediately accretive on a free cash flow per share basis. We expect mid-teens annual EBITDA growth over the next several years, steaming from strong traffic and revenue growth plus margin expansion. On top, additional cost synergies from CVX are expected in the high single digit millions of US dollars. The integration of CVX and the merger of the intermediary entities simplifies GAAP shareholder structure and at scale. CVX is currently 75% owned by entities of our Mexican strategy shareholders. Those shareholders plus IANA owns 100% of A&P, which GAP has the current technical assistance agreement. In a series of mergers, A&P and the other intimate entities, we all merged into GAP. This achieved by issuing around 90 million additional shares. In a separate debunked concurrency transaction, GAAP will acquire the remaining 25% of CDBX from its US shareholder. On a pro forma basis, using 2024 figures, the transaction will increase our EBITDA by approximately 139 millions, an uplift of about 14.3%, bringing pro forma EBITDA to an estimated $1.1 billion. In short, this transaction strengths GAF financial profile and streamlines its shareholder structure enhancing alignment. The post-transaction ownership structure will not include any change on the rights of the BB Series according to our bylaws. Now let's take a closer look at CVX. CVX is a U.S.-based binational terminal that covers the Mexico-U.S. border and is physically connected to Tijuana Airport. The CVX serves the world's busiest border crossing. It allows passengers to cross the border in an estimated time of 20 minutes, compared to the waiting times of over two hours at other narrowing crossings. It serves as a link between South California and 38 Mexican international destinations. Since its inauguration in December of 2015, CVX has served more than 20 million passengers, clear evidence of its value propositions to travelers. Looking at its revenue mix, 69% comes from ticket sales, 21% from parking, and 10% from ancillary services. all of these revenue streams are not regulated. This makes CVX a stronger driver of GAAP's revenue diversification. CVX is a long-lived asset operating under a presidential permit with an indefinite term, as well as 50 years agreement with U.S. Customs and Border Protection. On this slide, you can see a bird-sized view of CVX footprint. As this image shows, CVX is much more than just a border crossing terminal. It's a fully complex and highly strategic location. It includes parking facility, a rental car center, food and beverage options, and about 60 acres of adjacent land for future development. All of this sits at the world business world crossing and is included within the perimeter of the transaction. Who uses CVX? CVX serves passengers that hold a Tijuana Airport boarding pass for a flight that arrives or departs that same day. Around 75% of CVX users come from the U.S., and there remain 25% from Mexico. Most travelers use CVX to visit family for leisure and for business trips. To halogen relevance, in 2024, roughly 32% of Tijuana Airport passengers used the CVX. So why do customers choose CVX? The model offers fast price competitive connectivity to 35 destinations in Mexico, often bidding the Los Angeles and San Diego airports on total travel time and cost to the Mexican destination. We will go into more detail about this topic on the next slide. And how does it work with border authority? CVX is a U.S. land border crossing operating under agreements with the U.S. Customs and Border Protection. It works closely with Mexico National Immigration Institute and USCVP to staff officers based on passenger volumes. CVX reimburses USCVP for the cost of officers working at the facility. Let me expand on why travelers prefer using CVX and why it has become such a popular choice for Southern California travelers related to San Diego Airport, Los Angeles Airport, and other land crossing. First, connectivity. CVX Tijuana offers access to more than 35 destinations in Mexico, far more than the San Diego or Los Angeles Airport provides. Second, border crossing time. With CVX, travelers can cross about 20 minutes compared to hours of other crossings. Third, the holding cost. Thanks to lower airfares and ground transportation costs, CVX Tijuana is by far the most affordable option. Fourth, round taxes. CVS is easy to reach with on-site parking and car rentals at reasonable price, while other alternatives tend to be expensive and off-site. In summary, CVS offers unmatched connectivity in New Mexico, efficiency and seamless border crossing with lower total travel costs and better ground accessibility. This advantage explains why CVS has grown traffic faster than any alternative over the last five years, with a KGR of 7% from 2019 to 2024, comfortably outpacing the stalled growth or even decrease in traffic at the San Diego and Los Angeles airports. The integration of CVX in an exciting opportunity to accrue shareholders' value is not just complimentary, it's a transformative for GAAP's platform and growth strategy. On the table below, we want to highlight how CVX brings unique attributes that will complement and enhance GAAP. CVX is based in the US, giving GAAP direct exposure to the world's largest economy and opening the door for future growth in the US market. Its revenue are fully dollarized, which help us diversify our currency flows even further. CVX revenues are completely unregulated. CVX operates under an open-ended presidential permit, so its economic life is not tied to a finite concession term. This business is growing faster in the gap with an impressive 18.2% revenue KGR from 2019 to 24 and slightly higher EBITDA margin 66.7 versus 66.3 over the past 12 months. Moreover, CVX cash flow generation stand out with a 63.6% free cash flow margins and 95.3% free cash flow conversions rate as of last 12 months. This highlights its strong ability to generate cash and its low capex nature. Finally, the asset has low net leverage of 0.4 times, giving us flexibility to optimize its capital structure with cash. Getting into more details about the technical system agreement internalization and ownership structure simplification, Starting with the technical assistance agreement internalization, as a quick reminder, AMP currently provides management and consulting services to GAP until this agreement. Accordingly, GAP is required to pay AMP 5% of the GAP's Mexican airport EBITDA, and the agreement is renewed every five years, unless canceled by shareholders. With the internalization of the technical assistance agreement, GAAP will observe the technical assistance functions and provide them directly to our airports, expecting to yield substantial annual savings. The fee under the technical assistance agreement was approximately $50.8 million last 12 months. As part of the proposed transactions, GAAP will streamline its corporate structure by merging five entities, creating a simpler and more efficient organization. Strategic shareholders are receiving all the transaction consideration in GAAP-class B shares, the same class as the publicity-threaded shares, reinforcing their alignment with GAAP's growth objectives and long-term value creation. As mentioned before, the shares from the strategic shareholders, including the new shares, will be subject to a lockup period. In the following slides, we will provide additional detail on the merits that this combined transaction brings to GAAP across different fronts. CVX has a unique infrastructure asset powering Tijuana Airport's systemic growth, a compelling value proposition for travelers, the enhancement to GAAP financial profile, portfolio expansion and diversification, commercial alignment and revenue growth acceleration, actionable growth opportunities, profitability uplift through technical assistance agreement internalization, and benefits from GAAP's shared performance. Tijuana Airport led Mexico in passenger's world over the last decade, positioning an impressive 11.1 KGR from 2015 to 2024, well ahead of the rest of the Mexican airports. A big part of this success has been CVH, which has structured the strength of Tijuana Airport's ability to attract airline routes, capture passengers, and stand its overall share of U.S.-Mexico travelers. To put in this perspective, before CVX, passengers traffic at Tijuana Airport grew at a KGR of around 5.9% from 2010 to 2015, well below the 11.1 KGR previously mentioned. Since opening late 2015, CVX has contributed meaningfully to Tijuana Airport traffic expansion. CVS has delivered impressive double-digit traffic growth, 14.6 KGR from 2016 to 2024, and it still increases its capture rate with measured CVS users as a percentage of total Tijuana Airport passengers, reaching 32% in the last 12 months as of September 2025. Even during atypical periods like COVID and the global engine recall in 2023 and 2024 that heavily impact airlines availability seat miles, CVX has proved it, residents and continue to support Tijuana airport's growth trajectory. CVX is a clear winner for cross-border travel, offering unmatched convenience and strategic connectivity. over 4 million passengers crossing in 2024. Access to highly affluent California population, it connects to the fifth largest economy in the world by itself, California. CVX catchment area, primarily Southern California and Arizona, includes the largest Mexican-American population in the U.S. Fast and hassle-free, average crossing time of just 20 minutes versus two to three hours at traditional checkpoints at San Isidro and Atoy-Otay borders. Additionally, CBX spans regional and international reach. Directs access to 35 destinations in Mexico, more than double LAX and far beyond San Diego. Run transportation leads to the Northern California, Las Vegas and Phoenix. Competitive alternative to congest and slot limited Southern California airports. CVS also offers the lowest total cost offer for flying between Mexico and Southern California. Traveling through the CVX Tijuana alternative often result in a 50 to 75% lower total cost when compared to the equivalent routes from San Diego and Los Angeles airports. This advantage comes from lower airport fees and access to Mexican low-cost carriers. On top of that, ancillary services makes CVX a convenient and affordable choice with easy access to parking and rental costs for travelers. CVX integrated ecosystem included over 6,500 paid parking stalls, shuttle and rideshare options, car rentals, plus food and retail. Drives brought traveler satisfaction and incremental non-argonautical revenues. CVX attracts significant traffic from key Southern California counties, not just San Diego, but also Los Angeles, Riverside, Orange County, and San Bernardino. The map clearly demonstrated that even passengers in the vicinity of Los Angeles Airport opted for CVX, showcasing the asset convenience and relevance as a compelling alternative for American travelers. Congestion in South California airports, specific in Los Angeles and San Diego, makes CVX a viable solution. A county-by-county view underscores CVX's strong U.S.-Mexico traveler share and growth headroom beyond the immediate San Diego market. Getting to financial performance, CVX is a high-margin capital light asset with strong free cash flow conversion. As seen in the graphs, CVX's historical performance shows an attractive evolution in terms of revenue growth and EBITDA margin. For the last 12 months and in September 2025, revenue exceeded $150 million with an impressive EBITDA margin of 66.7%. Moreover, its free cash flow profile is equally compelling. Thanks to robust margins and low capex requirements, CVS generated approximately $96 million in free cash flow over the same period, representing a 63.6% free cash flow margins. This combination of highly profitability and low capital intensity is unique and highly attractive for value creation. At the GAAP level, this profile will support flexible strategic capital deployment and enhance consolidated cash generation. CVX is not just a strong performer, it's a cash engine that strength GAAP ability to deliver sustainable growth and shareholders value. As mentioned before, the aggregate value to projected 2026 EBITDA multiple of the transaction is 12.2 times post synergies, and the transaction is immediately accretive on a free cash flow per share basis. Turning to the next slide, these transactions advance GAAP's long-term strategy to diversify its business beyond regulating Mexican airports concession, creating new revenue streams and reducing exposure to currency risk. On the left side of the slide, you can see how CBX will significantly increase GAAP's US dollar denominated revenues and strengthening our natural currency hedge. GAAP's share of U.S. dollar revenue will increase from 20% to 27% on a 2024 pro forma basis. On the right side, we highlight the impact of nonrenewable revenues, which is 100% unregulated. Approximately 35% of pro forma revenue will come from ancillary services tied to passenger ticket revenue. Neuro revenues per passenger will increase from 123 pesos to 166 pesos on a 2024 pro forma basis, representing a 35% uplift. On this slide, we illustrate how CBX integrators enables GAAP to capture additional revenue by combining crossing tickets income with roundtrip earnings. On the left, you see the scenario of passengers flying directly from Guadalajara to Los Angeles or San Diego. In this case, half of the aeronautical revenue from the trip stay at the US airport, limiting GAP's ability to capture incremental revenues. Now, on the right side, you see this scenario enabled by CVX integration, where passengers flying from Guadalajara to Tijuana and then use CVS to cross into San Diego or Los Angeles. This alternative creates a round trip revenue opportunity for GAPs, including outbound and return aeronautical fees, CVX ticket income, and ancillary revenues such as parking for U.S. origin travelers and car rental for Mexico region travelers. This model not only strength GAP's revenue stream, but also boost the Tijuana Airport market share by positioning it as a preferred gateway for cross-border travelers. It is a clear example of how commercial alignment with CVX drives incremental revenues and enhance GAP's competitive advantage. The integration of CVX has the potential to unlock several attractive growth opportunities beyond the border crossing. On this slide, we have outlined some potential initiatives that could drive market expansion, customer acquisition, ancillary service, and operational efficiency for GAP. We have structured this initiative into five key pillars. Market expansion and demand consolidation. We aim to capture traffic from alternate border crossing and implement strategic initiative to attract new international routes. Additionally, we plan to expand the CVX footprint and modernize it through new infrastructure projects, such as rental car centers, hotels, and food and beverage offerings. Customer acquisition and revenue optimization. We will focus on new partnerships and digital margin increase online travel agencies, visibility like Booking or Expedia via the Tijuana Travel Code and enhance revenue management through dynamic prices, bondless and tactical increases. Expansion of ancillary services. We see opportunities to optimize parking with long-term state discounts and local promotion and spark car rental and ground transportation option and increase destinations choice and hospitality services. Tech-driven operational efficiency, we will continue investing in technology to streamline the passenger's journey, including automatization and self-service immigration e-cades, and reduce the cost per passenger of U.S. CBP reimbursement as automatization scales. Finally, long-term projects, we will obtain approximately 60 acres of adjacent land that provides the opportunity to develop hospitality, lodging, parking, additional car rental, and all convention centers. This is a bird's eye view of the current infrastructure and highlights the growth opportunities associated with CVX. In the photo, you can see existing CVX facility strategically located adjacent to Tijuana Airport. You can also see that the 60 acres of undeveloped land in the US, which present a significant opportunity for future development and value creations. Capital Ready owns a land reserve adjacent to the Tijuana Airport, which is outside the scope of the concession title, seen here in the lower right corner of the photo. It is essentially directly across the border from the 60 U.S. acres to be obtained in this transaction. Together, these assets provide a unique strategic opportunity for further strength and monetize its unique location surrounding the border, including a potential future pedestrian border crossing or border cargo facilities. Let's now discuss in detail the internalization of the technical assistance agreement and why is this an important step for GAAP. First, this initiative will improve GAAP cash flow. By internalizing the technical assistance agreement, GAAP is expected to save approximately 5% of the EBITDA generated by its Mexican airport concession, which represents about 3% of the consolidated EBITDA. For context, during the last 12 months, this represents $50.8 million. Second, this change supports continuity in operational excellence. It allows us to foster greater agility, accountability, and control across the organization, which is critical as we continue to grow. Third, the internalization is consistent with common practice among civil operations globally. It also simplifies GAAP's ownership structure and enhance governance transparency, which we believe is positive for all shareholders. On the right side of the slide, you can see the historical technical system of women payments. These payments have grown significantly over the time from 462 million in 2019 to 950 million pesos for the last 12 months, ending on September 25. By internalizing the technical assistance agreement, we eliminate these recurring payments, which will directly improve margins and strength profitability. And finally, let's move to this slide, which highlights the favorable backdrop provided by GAAP's share price performance for these transactions. Since January 2019, GapShares' price performance has outspent its peers and Mexican index. As you can see in the chart, GapShares have a present value of approximately 149%. Currently, GapShares are trading at about 84% of their all-time high, which provides an attractive environment for equity issuance. all the strategic shareholders will receive 100% of their consideration in gap shares, reinforcing alignment and convenient to the long-term value creation. In summary, the strong share price perform not only validates gap track record, but also create a favorable environment for executing these transactions efficiently. Our vision remains unchanged to connect people and destinations throughout world-class airports, managed with integrity, innovation, diversification, and long-term commitment to excellence. As CEO, I want to spread my deepest appreciation to our board, our teams, and especially to our investors for your continued trust and partnerships. To work together, we are also simplifying, aligning, and enhancing GAP for the long-term sustainable growth and value creation vision. In the coming days, we will publish the call for our extraordinary shareholders meeting, along with the information statement related to this transaction. Our goal is to ensure that our shareholders should make informed decisions freely and without question. Consistent with our historical practice, we respect and will respect the will of our shareholder as is present in accordance with the applicable law and our bylaws. Thank you very much. I will open the line for questions.
Alejandra Soto: Thank you, Raul. You're going to be able to raise your hand and we are going to be open the mic for each of you. So we are going to start with the first question and the first right hand that it is for Rodolfo Ramos from Bradesco. So, Rodolfo, please, you're going to see your mic on mute. So please ask your question.
spk01: Perfect.
Rodolfo Ramos: Thank you. Can you hear me? Can you hear me?
Alejandra Soto: Yes, yes, yes, we can.
spk01: Perfect. Thank you. Thank you for the very thorough presentation. Good morning, Raul, Ale. You know the asset very well. There's no asymmetry here of information, but can you comment a little bit about how this transaction came to be? I mean, who started these discussions? And what about that timing? I ask because we recently saw weaker performance of traffic at CBX. It has to do a lot with these U.S. policies and whatnot. But why do this transaction now? So that would be my first question. And second, I mean, from a capital allocation perspective, I mean, how does this transaction impact your appetite for opportunities that you may be currently pursuing or later decide to pursue? Thank you.
spk05: Thank you, Your Honor, for the decision.
Raúl Revuelta: I mean, we have taken more than a year to structure this new vision of GAP through our board. We begin with this view, what we call GAP 2.0, that I presented one year ago in our board meeting. And the idea is mainly diversify our business not only is geographical, but also in currency. And we just began with that view that were presented by the management. As you know, and a lot remember of that, I used to be the CEO a couple of years ago, the CEO of CVX. So I really have a really deep understanding of this asset. And that's why I think that is the correct pace for the company, completely a possible way of additional investment value creation for the shareholders. And on the second part, how this decision could change other possible transaction in the future. At the end of the day, what we are seeing on this transaction is mainly equity, additional shares. So our position in NetDev will still almost the same, so we will have enough room for other additional transaction. The idea here is to align all the shareholders in the same page for a long-term view of our company.
Alejandra Soto: So the next one will be from Fernanda Recchia. So Fer, your mic is going to be open right now.
Fernanda Recchia: Thank you for taking my question. Two topics here from our side. So the first is whether to understand when you internalize the technical assistance fee, are you going to incur in any additional cost to do so? Or is it 100% synergy in the savings of expenses? This is the first. And the second, maybe could you elaborate a little bit further on the cost synergy that you expect from CDX integration? Maybe if you could comment on long-term margins profitability that you see, or what kind of cost synergy do you consider in this single-digit millions dimension?
Rodolfo Ramos: Thank you.
Raúl Revuelta: In terms of the, I will begin with the cost possible synergies on CVX. I mean, for the moment, CVX has a standalone business. They have all, I would say, a corporate office that includes everything, accounting, administrative, and all these kind of things. So for sure, as all our subsidiaries, we will run all that part from our headquarters in Guadalajara. So we are seeing there some sorts of synergies for sure. But also we have other kinds of synergies related with how we can bundle package, for instance, in commercial. As you know, when we negotiate for a car rental, we also make different packets of different airports. So it will also have the opportunity to have unique negotiations, for instance, for Cabos, Guadalajara, Vallarta, and CVX for car rental companies. That is the kind of synergies that we are also looking on the revenue side that we consider that we can bring even much better revenues and much better ratios to to this business.
Saúl Villarreal: Yes, hi Fernanda, this is Saul. Regarding the question related with the internalization, this is very important to understand that it is a transition that will take some time for this internalization. but we are sure that at the end we will continue providing the same level of services that we had before with the strategic partner. It is important to mention that these costs and these services will be provided to the airports and we will be collecting the revenues from the airports and also will be part of our cost of operation and that would maximize. Okay.
Rodolfo Ramos: Okay, thank you.
Alejandra Soto: Gil, I don't know if you can hear us. And the mic, it doesn't seem that it is open. You're on mute, Gil. Can you? Yeah. Thank you. Okay, Gil, we cannot hear you. So we're going to put you on standby and we will come back to you. So now we're going to take the question from Pablo Monsivais from Barclays. So can you please open the mic to Pablo? Sorry, Pablo, we cannot hear you either. So let me check if it is our mic. Give us a second because the same thing happened with Guillerme. Okay, can we open again the mic for Guillerme? I believe that he's sending a message that his mic is working now. So maybe we can open again the mic to Guillerme until Pablo is ready as well. Guillerme, we cannot hear you. I can see that your mic is open. No, we cannot hear you either. Okay, well, let us try with another analyst to see if it is our problem or it is the mics from them. So now we are going to open the mic to Jens Space from Morgan Stanley. So Jens, can you please open your mic and ask your question, please? Yeah, we can hear you, Jens. Yeah, we can hear you.
Jens Space: Perfect. Okay, so just a few questions in general, just to understand the deal structure fully. What is the implied EBITDA you are using for the blended transaction multiple for 2026 and how much synergies are you assuming there? Secondly, how much are you paying in cash for the 25% stake in CBX? Is it 260? I'm not sure if I got it right, just to understand it correctly. And lastly, on the shareholder vote, who will be voting? Only the B-class shares? And will you be excluding the involved parties or will they also be considered for the majority? Thank you.
spk05: Thank you, Jens.
Raúl Revuelta: In the case of the voting, all the details would be included in the information statement that we will make public in the next week. In that, there's all the details about voting, day, time, and all the rules for the voting in terms of our bylaws. Related to the evaluation, we are presenting an EBITDA of 2026 of 12.2 times as what we are seeing the 2026. And as we saw, we are, our forecast showing us that 2026, it will be accretive for the first moment, the accretive on free cash flow this transaction.
Jens Space: Yes, and if you could comment on how much you're paying in cash for the 25% stake, I would appreciate it.
Alejandra Soto: Thank you. So we're going to open the mic now to Edson Murguia. So Edson, please can you unmute your mic?
Edson Murguia: Hi, good morning and thank you for taking my questions. I have two. Could you elaborate or could you give us more color about this 74 million of debt that is going to be part of the gap structure? And my second question will be if you have a number of the new amount of shares that will be in total issue. I mean, I know it's 90 million, but in total amount, I mean, not necessarily referring to the flow, but how can we analyze that number? Thank you.
Saúl Villarreal: Thank you. This is Saul. Well, about the 74 million dead is part of the the financial debt in the CBX balance sheet. So it will be assumed at the moment of the merge. So it's important to consider that as part of the transaction. We will assume that. That doesn't change our net debt debitor ratio. It basically is not significant to the debt that we have integrated in GAAP already. So it will move our debt in general.
Raúl Revuelta: And talking about the numbers of the total shares outstanding, today, as you know, we have 500... And 505 million shares, the idea is with this around roughly 90 million new issue shares will arrive to 595 million shares. That is, I mean, the rough numbers that we are expecting to issue.
Alejandra Soto: They are telling me that they couldn't listen to the answer about the 25% that we are going to have in a separate transaction of the CVX. Can you please repeat it?
Raúl Revuelta: Yeah. The specific number of the transaction of the 25% for the CVX would be... on the information statement. At that moment, we will make public this specific figure.
Alejandra Soto: Thank you, Raul. Well, now we're going to pass the call to Pablo Ricalde from Itaú. So, Pablo, now you can open your mic.
Rodolfo Ramos: Good morning. Can you hear me or no? Yes, we can.
Pablo Ricalde: Thanks. So I have two questions. The first one is like after this, IANA will have shares B and BB. If there's any intention for maybe AMP, the other shareholders to buy out the BB that IANA has and then IANA only keeping the B shares. And the other one just trying to confirm that the holding of GAP will be the one buying the CVX. Yes.
spk05: Thank you, Pablo.
Raúl Revuelta: On the first part, related with the AMP shareholders, after the mergers, AMP will be part of GAP. So the shareholders, it's going to be the shareholders of the BB series. They could sell any of the stakes on CUWB or CUB, just as the lockup pass in the coming days. So we don't have any kind of specific information about AENA, but any of the shareholders could sell their shares just after the lockup pass in the terms that we mentioned. We just say that 365 days for that's a complete lockup at 25% of the total shares on the first 90 days and additional 25% after the 190 days. That is related with the lockup.
Pablo Ricalde: Perfect. And on the holding?
Alejandra Soto: Yep. Can you repeat that question, Pablo, please?
Pablo Ricalde: Yes, just trying to confirm that if the Grupo Aeropuerto del Pacifico, the holding company, will be the one buying the CVX.
Raúl Revuelta: Yeah, I mean, just to make it clear, the five entities that will be merged are... some vehicle that owns the shares of CVX. So CVX would be a subsidiary of GAP, but CVX by itself would not be merged. The merge would come from the different vehicles that today have the shares of CVX.
Pablo Ricalde: Okay, perfect. Thanks, Raul.
Alejandra Soto: Thank you, Pablo. So now we are going to open the mic to Francisco Suarez from Scotiabank. So Paco, now your mic is open.
Francisco Suarez: Hey, good morning. Thanks for the call and this wonderful presentation. Congrats on this strategic move. I think that I value how you crafted this in the sense of how aligned it is by paying this in stock. However, for the sake of to understand how accretive or not is in year one. Can you walk us a little bit on how any tax considerations that we have to incorporate in our models to understand the creativeness of this transaction? And the second question goes much more as a follow-up from an IRR perspective, from an investor's perspective. That is, what is the IRR that you expect or you have modeled on this transaction for the investor?
Rodolfo Ramos: Thank you.
Saúl Villarreal: Hi, Francisco. This is Saul. Well, related to if it will be accretive, we believe since the first year, we're having free cash flow per share will be increasing. It will be accretive for our shareholders. So it is important to see that trend. this transaction and as you know we are very prudent in in the case of expansion inorganically as this this transaction is and we are expecting a creative a transaction so that's the first your second question related to the ir we we have a a discount rate in according to the level of risk considering the currency and according to the returns that the gap has. So, I can say that it is aligned to our discount rate that we have, just considering the important asset that we have in US dollar denominated revenues, and that is in another country with a very strong market that is California. So, it seems from the first moment, we believe will be accretive for us.
Raúl Revuelta: And complimenting, this is Raúl Paco, complimenting the answer of Saúl. For sure, as he says, we are expecting immediately that it will be accretive on free cash flow per share and even dividend per share and will be neutral on GPA in earnings per share. But also it's important to have in mind that the last two years, Tijuana Airport has been deeply affected by the problem of the PNW engines, mainly from Volaris. So one of the things that we think is the correct moment for doing that is that we are still seeing the robust, I would say, fundamental of Tijuana and California area. So as soon as the engines problem ends and Volaris reactivates their almost 40 planes grounded in, that they have, that today have grounded, we will not see a really important and robust increase in passengers in coming years. So it will for sure accelerate any of these numbers that we are running with, I would say, with the information that, historical information that we have, that is affected over the last two years due to the fact of the Pratt & Whitney engine. So we for sure are optimistic on on the performance of the asset on the coming years, just taking as a base that the recovery of the engines is something coming for the pretty short future.
Francisco Suarez: I appreciate your answers. Thank you very much. Congrats again. Thank you, Paco. Thank you, Paco.
Alejandra Soto: Well, now we are going to open the mic to Anton. Martin Kotter from JVM. So, Anton, your line is now open.
Anton Martin Kotter: Hola. Hi, Ale. Hi, team. Thank you very much for the call. I'm just trying to understand a little bit better the structure. I mean, I understand that AMP was the one holding the BB shares. So, It would be really useful if you could further explain the integration structure there. I mean, what's going to happen with the rights that the BV shares used to have? Are those going to remain on IANA and the Mexican shareholders? Just trying to better understand how that integration will play and also what kind of approvals are needed for that transaction. Thank you.
Raúl Revuelta: Thank you, Anton. This is Raul. I mean, the first and most important is the Series BB is still exactly with the same rights in terms of our bylaws and exactly the same amount of shares that we have today. All the new shares will be Series B. All the new issue shares will be Series B. So there's no changes in the ownerships of the series double B. So the owners of the series double B still being the same with exactly the same amount of shares and exactly with the same rights that are included in bylaws. In terms of the authorizations, as we were talking, it was a regulated, It will happen, all the approvals to the shareholders, extraordinary shareholders meeting. After that, we have to go to this customary governance and regulatory approvals, mainly all the approvals that we need to pass for a merger in Mexico, mainly from the SAT, mainly from the CIFOS and US government, all the different approvals that we made to have, and it will happen as soon as the shareholders meeting would give us the green light about this transaction.
Anton Martin Kotter: Okay, super clear. Thank you.
Alejandra Soto: Thank you, Anton. I am going, before I open the mic again, I am going to read two questions from Pablo Monsivais because his mic was not working. He was asking, what was the main rationale of AMP to carry out this transaction? And the second one, what are the synergies you are expecting to achieve from this transaction?
Raúl Revuelta: Okay, first in terms of the synergies, for sure we are talking about two different ways of synergy. The first related with the assistant agreement, the technical assistant agreement, for sure we will import that savings from that specific fee, for sure as Saul says, The assistance to the airports will continue happening from GAP to the airports. So for sure, it will have some sort of cost, but for sure, mainly we will have a big, big increase on the fees that today we are paying for the technical assistance. In terms of CVX, the synergies is related for how it's managed, the CVX, how our headquarters on Guadalajara could take control of some different administrative decisions. but also we have other kind of synergies related with the maintenance, with the cleaning and the operation of the bridge and all the area of CVX in Mexico side, for instance. And the other part that was related with the main strategy or the main intention for this taxation from AMP I will say that first, GAP is always looking for different opportunities on different markets for continued value creation for the company. And for us, the first one that was really just in front of us was related with the CVX. It's an asset that we perfectly know that has a completely, I would say, a fundamental alignment with Tijuana Airport and with the rest of our airports. Just think for a second that the origin destination routes in the rest of our net. The Tijuana route is the second most important just after Mexico City route. So we see the CVX as a complete alignment on that. And related with what was the first thing for that great value on the bank of EMP related with the technical assistance fee is that, I mean, after 25 days, 25 years as an operator, we think that we are really, we have developed a lot of knowledge inside the company, but it's important, thinking on the future, to have this know-how, expertise, systems, softwares inside our company. And don't be, I would say, in some way having a third party that all those knowledge owns. So we prefer to bring into the company for sure it will take a transition. We are talking about systems. We are talking about know-how. We are talking about documents. So it will bring some transition. But after all, all this know-how, all this expertise of how to create value on an airport will be at gaps and will be like a long-term know-how to continue creation value for our shareholders.
Alejandra Soto: Thank you, Raul. So we are going to open again the mics. So Alberto Valerio from UBS. Alberto, your mic is now open.
Alberto Valerio: Thank you, Ale. Thank you, Raul. Congrats for the transactions. One very quick question about the MVP. Anything changed for you on the transactions in terms of capital structure as well as the technology? If there is some different way that you should use for the next MVP? Thank you.
Raúl Revuelta: I mean, in terms of our regulatory framework and specific about the airports, it will not be changed because at the end of the day, as you remember, all our concession is related to each one of our airports. So it's not considered in any way gaps as a holding. So we will not have any kind of change. Not either, I would say, a composition of capital and debt for the maximum tariff, and not neither in the case of the technical assistance fee that will be continued including and happening from GAP to the airport. So, we are not foreseeing any kind of change related with regulation of maximum tariffs.
Alberto Valerio: Very clear. Thanks very much.
Alejandra Soto: Thank you, Alberto. So now we are going to open the mic to Julia Orsi from JP Morgan as well. Julia.
Julia Orsi: Is Guilherme Mendez here? Sorry about my mic.
Alejandra Soto: Don't worry, Guilherme.
Julia Orsi: But I have two follow-up questions, if I may. The first is on the deal structure. I'm just wondering, the fact that you're doing this issuing shares and not raising leverage or using that, it's only because you want to pursue other growth opportunities or any other reason? And the second point, it's about the CVX business itself. I understand this is an unregulated business that works under a presidential decree. This presidential decree, it's established by the US. And if that's the case, if you see any risks on that changing, I'm asking because we have been seeing a lot of news regarding cross-border and the relationship between the U.S. and Mexico. I'm wondering what is the risk associated with the business if the U.S. presidents decide on changing something there? Thank you.
Raúl Revuelta: And then the first part of why we go through equity and not debt, for sure we want to continue bringing additional assets and continue our differentiation as a company in one hand, so that there will be the leverage, the possible leverage to have enough space for possible leverage and bring in other assets is something important. But the second and really important is from the view of our strategic partner, they are bringing even more state demonstrating commitment in the company on the view on the long term. At the end of the day, they are saying in some way, I bring in this asset with this great value asset to the company to see and align the view for the long term. So I would say that part of this transaction is directly related with a long term view We are really demonstrating commitment from the strategic shareholders or the strategic partner to continue in the long term in the company. The second part related with the U.S. presidential, yes, CBS has a U.S. presidential permit. unlimited one, we pass through the notification process and they support the third one section for sure in the coming weeks, as long as we have the authorization for the shareholders meeting, we have to continue with several, I would say, steps for obtaining all the permits for this transaction. But on the first, I would say, notification, the US government showed us as supportive on the transaction.
Julia Orsi: That's useful. Thank you, Hope.
Alejandra Soto: Thank you, Gino. And then we have another one from Federico Galassi. So, Fede, now your mic is open.
Federico Galassi: Thank you for taking my question and Cobra for the position. Two questions. The first one is both with CVX. What's your idea of the lands beside the CVX in the future? And the second one, this is unregulated business in US. How was, at least in the past, the strategy to increase prices for the tickets? to pass the tunnel for retail business. Thank you.
spk05: Thank you, Federico.
Raúl Revuelta: In terms of the land and the receptive land, we are seeing, I would say, a big piece of land. So, I mean, 60 acres. We are seeing, for sure, some business directly related to CVX now, that is mainly parking lots, maybe a hotel. But also, we are seeing a potential other business related for future projects. developments on boarding crossing. That is mainly a pedestrian and cargo bridge. I mean, as you know, today, the CVX only could be used by someone that have a boarding pass from Tijuana Airport and arriving to to Tijuana Airport or leaving Tijuana Airport. So for sure it's a big opportunity, for instance, to develop an additional bridge, Pedrestrian General Juice Bridge, just taking in account that For anyone that lives in Tijuana or San Diego that need to cross, they can spend two to three hours in the car or two hours crossing by the pedestrian bridges on San Isidro and Otay. So for sure there's some other potential uses of have a pedestrian bridge, a private bridge on this land. So for sure, we are seeing different ways and different opportunity for career value on that land. And for sure, we are seeing that in the last 10 years that has land receive a great appreciation and increase in value just for the developments that are happening outside that area or over this site on the U.S. So for sure, there are definitely different ways of bringing value to the land. For sure, we are thinking that some additional business related with boarding crossing would be interesting for us. And that is an important part on the case for the future. The second part related with the unregulated business, as you say, the revenues and the tariff are not regulated. So we have, or CBI has complete freedom for determining their price. When we saw what's happened in the last 10 years from the beginning, they have really robust double-digit increases in career growth. KGR on the last 10 years related with revenues per user. So what we are seeing is that the demand is almost with zero elasticity in these crossing services, at least what the the studies on the demand shows is that there has not been even any reaction for the increases on the prices of the past. So, I think that for the future, for sure, there are different ways to bring additional value in terms of the prices, dynamic prices, seasonal prices, and different ways to really optimize the result on the revenues for this company.
Rodolfo Ramos: Thank you.
Alejandra Soto: And we have a last question that was sent by message that they are asking if with all these new mergers that may happen at Gap Holding, will that help with the tax shield that we were looking for?
Saúl Villarreal: Well, thank you for your question. Yes, it is important to mention that we are taking care is at the GAPS level, the tech shield, and we are making different action in different projects to do this. In this case, basically, through the merger, we have no leverage, but for the other 25% to be paid in cash, we are considering to leverage the 100% of that transaction. That's good because we are considering that we could leverage in one or two or three different subsidiaries trying to get the 100% of the tax shield of that transaction. As you may know, since 2023, with the changes in the regulatory basis in GAAP for the airports, we changed our strategy. But it's only for the airport level. At the holding level, we have the time to take care and to try to convert and take the benefit of the tax shields for any transaction. So the way we are thinking this is to 100% leverage in the cash portion and take the tax shield.
Alejandra Soto: Thank you, Salud. Well, this was the last question that we have. So thank you very much to all the investors and the analysts that were connected today into this call. Just a reminder that we will publish the call for our extraordinary shareholder meeting in the following days with the information statement related with this transaction. So you will find a lot of additional information and thank you for being connected and we will keep in touch. Thank you very much.
