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) accelerate growth, diversify revenues, and simplify ownership structure.

• CBX provides direct U.S. market exposure, 100% USD-denominated, non-aeronautical revenues, and strong free cash flow, enhancing portfolio diversification.

• Transaction involves merging five holding entities, issuing ~90 million new Series B shares (18% increase), and acquiring 100% of CBX ownership.

• Strategic shareholders receive all consideration in shares, subject to a 365-day lock-up, with partial early release options, reinforcing long-term alignment.

• The deal is supported by independent advisors and is part of a broader growth and diversification plan.

Financial impact and synergies

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

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

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

• Internalizing the TAA yields annual savings of ~$50.8 million, improving margins and profitability.

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

CBX asset profile and growth opportunities

• CBX is a U.S.-based binational terminal connected to Tijuana Airport, serving over 25 million passengers since 2015.

• Revenue mix: 69% ticket sales, 21% parking, 10% ancillary services; all unregulated and dollarized.

• CBX offers a 20-minute crossing, serving ~32% of Tijuana Airport passengers, and is favored for convenience and connectivity to 35+ Mexican destinations.

• 60 acres of adjacent U.S. land included, enabling future development (hotels, parking, cargo facilities).

• CBX traffic has grown at a 14.6% CAGR (2016-2024), outpacing regional airports.