Business Context and Reporting Period
Company: Central North Airport Group (Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., "OMA")
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: June 7, 2021
Business Overview: OMA operates 13 international airports in nine states of central and northern Mexico, including major hubs in Monterrey and tourist destinations like Acapulco and Mazatlán. The company also operates hotel facilities within its terminals.
Key Financial Metrics
This filing is a corporate event report regarding a tender offer and does not contain periodic financial statements (e.g., revenue, profit, cash flow, or debt levels) for the reporting period. The filing references historical financial statements covering the period from December 31, 2017, through March 31, 2021, which were reviewed by an independent advisor but are not reproduced in this document.
Tender Offer Details:
- Offeror: Aerodrome Infrastructure S.à.r.l. (an affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V.)
- Target Shares: Up to 97,527,888 Series B ordinary shares.
- Offer Price: Ps. 137 per Series B Share; Ps. 1,096 per American Depositary Share (ADS).
- Payment Terms: Cash, without interest, net of certain fees and expenses.
Material Changes and Corporate Actions
The primary material event reported is the Board of Directors' unanimous approval to opine that the tender offer price is fair from a financial point of view. Key actions include:
- Board Opinion: On June 7, 2021, the Board voted to support the fairness of the offer price.
- Conflict of Interest: Director Christian Whamond expressed a conflict of interest and abstained from deliberation and voting. Other directors confirmed no conflicts.
- Ownership: Current Board members and the CEO do not hold a direct or indirect stake in OMA's capital stock.
- Regulatory Filing: The company filed Schedule 14D-9 with the SEC on the date of this report.
Guidance, Outlook, and Risks
Management Commentary: The Board's opinion was based on a recommendation from the Corporate Practices, Finance, Planning and Sustainability Committee and a fairness opinion dated June 4, 2021, issued by FTI Capital Advisors, LLC.
Forward-Looking Statements: The filing contains forward-looking statements regarding the tender offer and future events. Management cautions that actual results may differ materially due to risks and uncertainties, including those detailed in the company's most recent Form 20-F under "Risk Factors."
Advisor Independence: FTI Capital Advisors, LLC noted that its parent company, FTI Consulting, Inc., has performed services for an affiliate of the Offerors in the past two years. The Board acknowledged this relationship and waived potential conflicts of interest, subject to screening procedures.
Investor Verification Checklist
- Verify the final terms and conditions of the tender offer in the Schedule TO and the definitive Offer Documents.
- Review the full fairness opinion issued by FTI Capital Advisors, LLC (attached to the filing) for valuation methodologies and assumptions.
- Confirm the status of required governmental and regulatory approvals for the consummation of the offer.
- Check the company's most recent Form 20-F for detailed financial performance and risk factors not included in this 6-K.
- Monitor subsequent filings for updates on the tender offer acceptance rates and final closing status.