Business Context and Reporting Period
Company: Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (GAP)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: November 3, 2025
Context: GAP operates 12 airports in Mexico's Pacific region and two in Jamaica. The filing announces a proposed business combination to be submitted to shareholders, involving the internalization of technical assistance services and the acquisition of full ownership of the Cross Border Xpress (CBX) terminal.
Key Financial Metrics
CBX Performance (Historical Data Provided):
- 2024 Full Year: ~4.0 million passengers; ~US$94 million EBITDA.
- 2025 (First 9 Months): ~3.0 million passengers; ~US$75 million EBITDA.
Transaction Financials (Upon Effectiveness):
- Cash Assumed: Approximately US$290 million.
- Debt Assumed: Approximately US$74 million.
- Equity Issuance: Approximately 90 million net new shares.
Other Metrics: The filing does not provide consolidated revenue, net profit, or total liquidity figures for GAP for the current period.
Material Changes and Strategic Rationale
Proposed Business Combination:
- Internalization of Technical Services: GAP will assume full responsibility for technical assistance and technology transfer functions previously outsourced to its strategic partner (Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.). This aims to enhance operational autonomy and profitability.
- CBX Acquisition: GAP currently holds 75% of CBX equity. The merger will allow GAP to acquire the remaining 25% from a third party, resulting in 100% ownership.
Strategic Drivers:
- Geographic and currency diversification.
- High cash generation with no mandatory investment commitments for CBX.
- CBX is a primary growth driver for Tijuana International Airport (passenger growth from 4.9 million in 2015 to 12.6 million in 2024).
Guidance, Outlook, and Risks
Management Commentary: The transaction is part of a comprehensive development plan to advance GAP to the next level, benefiting shareholders through increased autonomy and asset consolidation. The proposal was supported by the Audit and Corporate Practices Committee and independent advisors (Morgan Stanley, Deloitte, Cleary Gottlieb, Bufete Robles Miaja).
Outlook: Management expects the CBX to continue serving as a key infrastructure for Tijuana's growth, with 31.5% of airport passengers utilizing CBX in the first nine months of 2025.
Risks and Contingencies:
- Shareholder Approval: The transaction is subject to approval by GAP's shareholders at an Extraordinary General Shareholders' Meeting.
- Forward-Looking Statements: Future results depend on economic conditions, industry trends, and operating factors; actual results may differ materially from expectations.
Investor Verification Checklist
- Verify the final terms of the transaction in the upcoming Information Statement.
- Confirm the outcome of the Extraordinary General Shareholders' Meeting regarding the merger proposal.
- Assess the impact of issuing 90 million new shares on existing shareholder dilution.
- Review the detailed integration plan for the technical assistance services to ensure operational continuity.
- Monitor the regulatory status of the CBX presidential permit and its indefinite term.