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 11, 2021
Reporting Period: Current event disclosure regarding a tender offer and regulatory filing.
OMA operates 13 international airports in nine states of central and northern Mexico, serving major metropolitan areas like Monterrey and tourist destinations including Acapulco and Mazatlán. The company also operates hotel facilities within its terminals. This filing serves as a follow-up to a June 7, 2021 press release, announcing the filing of the first amendment to Schedule 14D-9 with the SEC to address specific comments.
Key Financial Metrics
This filing is a corporate event disclosure and does not contain a full set of financial statements for a specific reporting period. However, it references the following financial data points related to a tender offer:
- Tender Offer Price: Ps. 137 per Series B Share; Ps. 1,096 per American Depositary Share (ADS).
- Shares Subject to Offer: Up to 97,527,888 Series B Shares (and corresponding ADSs).
- Historical Data Reviewed: The independent fairness opinion reviewed publicly disclosed financial statements covering the period from December 31, 2017, through March 31, 2021.
- Revenue, Profit, Cash Flow, Debt, Liquidity: The filing text does not provide specific values for these metrics for the current period.
Material Changes and Corporate Actions
The primary material change disclosed is the progression of a tender offer initiated by Aerodrome Infrastructure S.à r.l. (an affiliate of Servicios de Tecnología Aeroportuaria, S.A. de C.V. and beneficially owned by entities including Bagual S.à.r.l. and David Martínez). Key developments include:
- SEC Filing: Submission of the First Amendment to Schedule 14D-9.
- Fairness Opinion Update: Publication of an amended fairness opinion dated June 4, 2021, issued by FTI Capital Advisors, LLC. The amendment included clarifications regarding the scope of the opinion but contained no additional modifications relative to the version published on June 7, 2021.
- Offer Status: The offer remains active for the purchase of up to 97,527,888 Series B Shares in cash.
Guidance, Outlook, and Risks
Management Commentary and Fairness Opinion:
FTI Capital Advisors, LLC rendered an opinion that the Offer Price is fair from a financial point of view to the shareholders as of June 4, 2021. This opinion was based on a review of the Company's financial statements (2017–2021), the Concession Agreement, and management forecasts covering April 1, 2021, through October 31, 2048.
Risks and Contingencies:
The filing includes standard forward-looking statement disclaimers, noting that actual results may differ materially due to risks discussed in the most recent Form 20-F. Specific contingencies mentioned include:
- Regulatory Approvals: The consummation of the offer is contingent upon obtaining all necessary governmental, regulatory, and third-party approvals.
- Conflict of Interest: FTI Consulting, Inc. (parent of the advisor) has performed services for an affiliate of the Offerors in the past two years. The Board has waived conflicts of interest subject to screening procedures.
- Forecast Reliance: The fairness opinion assumes management forecasts are reasonably prepared but expresses no independent view on the accuracy of those estimates.
Investor Verification Checklist
- Verify the final terms of the tender offer in the definitive Offer Documents filed with the SEC and CNBV.
- Confirm the status of required regulatory approvals for the consummation of the offer.
- Review the full text of the amended Fairness Opinion to understand the specific scope clarifications made.
- Examine the Company's most recent Form 20-F for detailed "Risk Factors" and historical financial performance not included in this 6-K.
- Monitor for any further amendments to Schedule 14D-9 or updates regarding the tender offer timeline.