Grupo Aeroportuario del Pacífico (GAPB) Status Update summary

Strategic rationale and transaction overview

• Integration of Cross Border Xpress (CBX) and internalization of the Technical Assistance Agreement (TAA) diversify revenue, simplify ownership, and accelerate growth.

• CBX provides direct U.S. market exposure, 100% USD-denominated, unregulated revenues, and strategic land for future projects.

• The transaction merges five holding entities, issues 90 million new shares (18% increase), and acquires 100% of CBX ownership.

• Strategic shareholders receive new shares and cash, with a lock-up period, and the group assumes $74 million in CBX debt.

• The deal is supported by independent advisors, requires shareholder and regulatory approvals, and a vote is expected in December.

Financial impact and synergies

• The transaction is immediately accretive to free cash flow per share and is expected to deliver mid-teens annual EBITDA growth.

• Pro forma EBITDA increases by $139 million (14.3%), reaching $1.1 billion, with a transaction multiple of 12.2x 2026 EBITDA.

• CBX delivers high margins (66.7% EBITDA), strong free cash flow (63.6% margin), and low leverage (0.4x).

• Internalizing the TAA saves about $50.8 million annually, improving margins and profitability.

• Additional cross-synergies from CBX are expected in the high single-digit millions of USD.

CBX asset profile and growth drivers

• CBX is a unique U.S. cross-border terminal connected to TIJ, with 25M+ passengers since 2015 and a 20-minute crossing.

• CBX serves ~32% of TIJ passengers and offers connectivity to 35+ Mexican destinations.

• Revenue mix is 69% tickets, 21% parking, and 10% ancillary services, with high EBITDA and free cash flow margins.

• CBX’s strategic location attracts travelers from multiple California counties, especially amid congestion at other airports.

• TIJ has led Mexican airports in passenger growth, with CBX a key driver and double-digit traffic CAGR since 2015.