Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (GAPB) Earnings Call Transcript & Summary

Good morning, and thank you for joining us today. This is Alejandra Soto, the IRO of the company. Today, we will be presenting the proposed integration of the Cross Border Xpress and internalization of the technical assessment agreement into Grupo Aeroportuario del Pacífico. I am joined by Raul Revuelta, Chief Executive Officer; and Saul Villarreal, Chief Financial Officer, who will walk us through the strategic, operational and financial details of this initiative. Before we begin, I would like to remind everyone that today's presentation may include forward-looking statements regarding the proposed transactions, expected synergies, future performance, strategic initiatives future operations and other projections. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied. GAP undertakes no obligation to update any forward-looking statement, except as required by applicable law. This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to purchase any securities. For additional information, please refer to the full disclaimer available in today's presentation materials, which are already posted on our website. Thank you, and I will turn the call over to Raul for his remarks. Thank you, Raul.

Good morning, and thank you for joining us. Today, we are presenting a transaction that is a key milestone in GAP's trajectory. The simultaneous integration of Cross Border Xpress and the internalization of the technical assistance agreement currently in existence. Together, these steps represent a pivotal moment for GAP accelerating growth, adding diversification to our revenue and asset portfolio and simplifying our ownership structure. This announcement represents more than just a transaction. It is a strategic evolution to diversify and build trust through long-term vision. The transaction aims to support GAP's strategy on 2 fronts. First, integrating CBX with the Tijuana Airport, our second largest and fastest-growing airport, provides GAP with a unique U.S. asset offering direct exposure to California, a major U.S. market with strong cross-border travel demand. CBX is a state-of-the-art asset with a story of attractive growth, has been an important driver for the growth of our Tijuana Airport and brings attractive undeveloped land adjacent to both CBX and Tijuana Airport that is strategic for potential projects in the future. CBX brings U.S. denominated non-aeronautical revenues that provides diversification. CBX generates strong free cash flows and is not subject to minimal investment commitments. CBX is a unique asset and highly strategic for Tijuana Airport and could unlock significant value for GAP shareholders. The second leg of this combined transaction is the internalization of the technical assistance agreement currently in existence in GAP, which also helps simplify GAP ownership structure. GAP will provide technical assistance services directly to its airports, delivering expected pretax annual savings equivalent to approximately 5% of the Mexican airport EBITDA, around $50.8 million in the last 12 months. These transactions will be accomplished by a simultaneous merger of 5 intermediate holding entities into GAP, simplifying its ownership structure. Since some of GAP's strategic shareholders are existing shareholders of CBX and the other entities being merged, it is important to mention that they will receive 100% of their consideration for the transaction in additional GAP Series B shares, increasing their ownership and demonstrating strong support and confidence in GAP's long-term business plan. Breaking down the transaction into the key components. GAP obtains 100% ownership of CBX, including existing U.S. infrastructure adjacent undeveloped land, 75% through the merger and 25% through the ancillary cash transaction. Internalization of the technical assisting agreement and a simplified ownership structure along with approximately $290 million in cash and $74 million in debt from the consolidation transaction. In exchange, GAP delivers roughly 90 million newly issued Series B shares, which represents an increment of approximately 18% to GAP's current total shares outstanding for 75% of CBX and 100% of the internalization of the technical assistance agreement and the cash. We will pay in cash for the remaining 25% of CBX in a separate but cross-conditional transaction. Newly issued share received by strategic shareholders will be subject to 365 days lockup period except for 2 portions. One, up to 25% of their shares may be sold after 90 days; and two, an additional 25% may be sold after 180 days after the closing date. Related with the approval process, the decision by GAP's Board of Directors to submit this proposal to our shareholders for approval is based on an initiative by GAP management and was supported by the Audit and Corporate Practice Committee composed of independent directors, which, in turn, was supported by Morgan Stanley, Deloitte Mexico, Cleary Gottlieb Steen & Hamilton and Bufete Robles Miaja as independent external financial and legal advisers. This proposal is part of a comprehensive development, growth and diversification plan to advance GAP to the next level. This plan seeks to benefit all our shareholders. The substantive terms will be outlined in the information statement, which will be made available shortly once GAP's Extraordinary General Shareholders' Meeting is convened to support shareholders in their decision-making process. We expect to call the shareholders' meeting in the following weeks with a meeting anticipated to take place in December. The transaction requires approval by GAP shareholders with an affirmative vote of majority of all shares issued and outstanding and closing is expecting following customary regulatory approvals. The transaction was relevant financial metrics that will enhance GAP's financial profile. The enterprise value to the estimate 2026 EBITDA blended multiple of the transaction will be around 12.2x pre-synergies and the transaction will be immediately accretive on a free cash flow per share basis. We expect mid-teens annual EBITDA growth over the next several years, stemming from strong traffic and revenue growth plus margin expansion. On top, additional cost synergies from CBX are expected in the high single-digit millions of U.S. dollars. The integration of CBX and the merger of the intermediate entities simplifies GAP shareholder structure and at scale. CBX is currently 75% owned by entities of our Mexican strategy shareholders. Those shareholders plus AENA owns 100% of AMP, which GAP has the current technical assistance agreement. In a series of mergers, AMP and the other intermediate entities we all merge into GAP. This achieved by issuing around 90 million additional shares. In a separately bought [ cross conditioned ] transaction, GAP will acquire the remaining 25% of CBX from its U.S. shareholder. On a pro forma basis, using 2024 figures, the transaction will increase our EBITDA by approximately $139 million, an uplift of about 14.3%, bringing pro forma EBITDA to an estimate $1.1 billion. In short, this transaction strength GAP financial profile and streamlines its shareholder structure enhancing alignment. The post-transaction ownership structure will not include any change on the rights of the BB Series according to our bylaws. Now let's take a closer look at CBX. CBX is a U.S.-based binational terminal that covers the Mexico-U.S. border and is physically connected to Tijuana Airport. The CBX serves the world's busiest border crossing. It allows passengers to cross the border in an estimate time of 20 minutes compared to the waiting times of over 2 hours of an average crossing. It serves as the link between South California and 38 Mexican international destinations. Since its inauguration in December of 2015, CBX has served more than 20 million passengers, clear evidence of its value propositions to travelers. Looking at its revenue mix, 69% comes from ticket sales, 21% from parking and 10% from ancillary services. All of these revenue streams are not regulated. This makes CBX a stronger driver of GAP's revenue diversification. CBX is a long-life asset operating under a presidential permit with the indefinite term as well as 50 years agreement with U.S. Customs and Border Protection. On this slide, you can see a bird size view of CBX footprint. As this imagine shows, CBX is much more than just a border crossing terminal. It's a fully complex and highly strategic location. It includes parking facility, a rental car center, food and beverage options and about 60 acres of adjacent land for future development. All of this sits at the world business world crossing and is included within the perimeter of the transaction. Who uses CBX? CBX serves passengers that hold a Tijuana Airport boarding pass for a flight that arrives or departs at the same day. Around 75% of CBX users come from the U.S. and the remaining 25% from Mexico. Most travelers use CBX to visit family for leisure and for business trips. To highlight relevance in 2024, roughly 32% of Tijuana Airport passengers use the CBX. So why do customers choose CBX? The model offers fast price competitive connectivity to 35 destination in Mexico, often beating the Los Angeles San Diego airports on total travel time and cost to the Mexican destination. We will go into more detail about this topic on the next slide. And how does it work with border authority? CBX is a U.S. land border crossing operating under agreements with the U.S. customer and Border Protection. It works closely with Mexican National Immigration Institute and U.S. CBP to staff officer based on passenger volumes. CBX reimburse U.S. CBP for the cost of officers working at the facility. Let me expand on why travelers prefer using CBX and why it has become such a popular choice for Southern California travelers related to San Diego Airport, Los Angeles Airport and other land crossing. First, connectivity. CBX Tijuana offers access to more than 35 destinations in Mexico, far more than the San Diego or Los Angeles Airport provides. Second, border crossing time. With CBX travelers can cross about 20 minutes compared to hours at other crossings. Third, the all-in cost. Thank to lower airfares and ground transportation costs, CBX Tijuana is by far the most affordable option. Fourth, route access, CBX -- it's easy to reach with on-site parking and car rentals at reasonable price, while other alternatives tend to be expensive and upside. In summary, CBX offer unmatched connectivity in Mexico, efficiency and seamless border crossing with lower total travel cost and better ground accessibility. This advantage explains why CBX has grown traffic faster than any alternative over the last 5 years with a CAGR of 7% from 2019 to 2024, comfortably outpacing the started growth or even decrease in traffic at the San Diego and Los Angeles Airport. The integration of CBX is an exciting opportunity to create shareholders' value is not just complementary, it's a transformative for GAP's platform and growth strategy. On the table below, we want to highlight how CBX brings unique attributes that will complement and enhance GAP. CBX is based in the U.S., giving GAP direct exposure to the world's largest economy and opening the door for future growth in the U.S. market. Its revenue are fully dollarized, which help us diversify our currency flows even further. CBX revenues are completely unregulated. CBX operates under an open-ended presidential permit, so its economic life is not tied to [Technical Difficulty] concession term. This business is growing faster than GAP with an impressive 18.2% revenue CAGR from 2019 to '24 and slightly higher EBITDA margin, 66.7% versus 66.3% over the past 12 months. Moreover, CBX cash flow generation stand out with a 63.6% free cash flow margins and 95.3% free cash flow conversion rate as of last 12 months. This highlights its strong ability to generate cash and its low CapEx nature. Finally, the asset has low net leverage of 0.4x, giving us flexibility to optimize its capital structure with GAP. Getting into more details about the technical system agreement internalization and ownership structure simplification. Starting with the technical assistant agreement internalization, as a quick reminder, AMP currently provides management and consulting services to GAP until this agreement. Accordingly, GAP is required to pay AMP 5% of the GAP's Mexican airport EBITDA and the agreement is renewed every 5 years unless canceled by shareholders. With the internalization of the technical assistant agreement, GAP will absorb the technical assistance functions and provide them directly to our airports, expecting to yield substantial annual savings. The fee under the technical assistance agreement was approximately $50.8 million last 12 months. As part of the proposed transaction, GAP will streamline its corporate structure by merging 5 entities, creating a simpler and more efficient organization. Strategic shareholders are receiving all the transaction consideration in GAP Class B shares, the same class as the publicly traded shares, reinforcing their alignment with GAP's growth objectives and long-term value creation. As mentioned before, the shares from the strategic shareholders, including the new shares will be subject to a lockup period. In the following slides, we will provide additional detail on the merits that this combined transaction brings to GAP across different fronts. CBX has a unique infrastructure asset covering Tijuana Airport sustainable growth, a compelling value proposition for travelers, the enhancement to GAP financial profile, portfolio expansion and diversification, commercial alignment and revenue growth acceleration, actional growth opportunities, profitability uplift through technical assistance agreement internalization and benefits from GAP's share performance. Tijuana Airport led Mexico in passenger growth over the last decade, positioning an impressive 11.1% CAGR from 2015 to 2024, well ahead of the rest of the Mexican airports. A big part of this success has been CBX, which has structurally strength Tijuana Airport's ability to attract airline routes, capture passengers and expand its overall share of U.S. Mexico traffic. To put in this perspective, before CBX, passenger traffic at Tijuana Airport grew at a CAGR of around 5.9% from 2010 to 2015, well below the 11.1% CAGR previously mentioned. Since opening in late 2015, CBX has contributed meaningfully to Tijuana Airport traffic expansion. CBX has delivered impressive double-digit traffic growth, 14.6% CAGR from 2016 to 2024 and steadily increased its capture rate with measured CBX users as a percentage of total Tijuana Airport passengers, reaching 32% in the last 12 months as of September 2025 (sic) [ September 2024 ] . Even during atypical period like COVID and the global engine recall in 2023 and 2024 that heavily impact airlines availability to seat miles, CBX has proven resilience and continue to support Tijuana Airport's growth trajectory. CBX is a clear winner for cross-border travel, offering unmatched convenience and strategic connectivity. Over 4 million passengers crossing in 2024 access to highly affluent California population, it connects to the fifth largest economy in the world by itself, California. CBX catchment area, primarily Southern California and Arizona, includes the largest Mexican America population in the U.S. Fast and hassle-free, average crossing time of just 20 minutes versus 2 to 3 hours at traditional checkpoints at San Ysidro and Otay borders. Additionally, CBX expands regional and international reach. Direct access to 35 destinations in Mexico more than doubled LAX and far beyond San Diego, ground transportation lease to the Northern California, Las Vegas and Phoenix, competitive alternative to congest and slot-limited Southern California airports. CBX also offers the lowest total cost offer for flying between Mexico and Southern California. Traveling through the CBX Tijuana alternative often result in a 50% to 75% lower total cost when we compare to the equivalent routes from San Diego and Los Angeles airports. This advantage come from lower airport fees and access to Mexican low-cost carriers. On top of that, ancillary services make CBX a convenient and affordable choice with easy access to parking and rental cars for travelers. CBX integrated ecosystem included over 6,500 paid parking stalls, shuttle and ride-share options, car rentals plus food and retail, drives both traveler satisfaction and incremental non-aeronautical revenues. CBX attracts significant traffic from key Southern California counties, not just San Diego, but also Los Angeles, Riverside, Orange County and San Bernardino. The map clearly demonstrates that even passengers in the vicinity of Los Angeles Airport up to 4 CBX, showcasing the asset, convenience and relevance as a compelling alternative for American travelers. Congestion South California airports, specific in Los Angeles and San Diego makes CBX a viable solution. A country-by-country view underscores CBX's strong U.S.-Mexico traveler share and growth headroom beyond the immediate San Diego market. Getting into the financial performance, CBX is a high-margin capital-light asset with strong free cash flow conversion. As seen in the graph, CBX historical performance shows an attractive evolution in terms of revenue growth and EBITDA margin. For the last 12 months ending September 2025, revenue exceed $150 million with an impressive EBITDA margin of 66.7%. Moreover, its free cash flow profile is equally compelling, thanks to robust margins and low CapEx requirements. CBS generated approximately $96 million in free cash flow over the same period, representing a 63.6% free cash flow margin. This combination of high profitability and low capital intensity is unique and highly attractive for value creation. At the GAP level, this profile will support flexible strategic capital deployment and enhance consolidated cash generation. CBX is not just a strong performance, it's a cash engine that strength GAP ability to deliver sustainable growth and shareholders' value. As mentioned before, the aggregate value to projected 2026 EBITDA multiple of the transaction is 12.2x post synergies, and the transaction is immediately accretive on a free cash flow per share basis. Turning to the next slide. These transactions advance GAP's long-term strategy to diversify its business beyond regulated Mexican airport concession, creating new revenue streams and reducing exposure to currency risk. On the left side of the slide, you can see how CBX will significantly increase GAP's U.S. dollar-denominated revenues and strengthening our natural currency hedge. GAP's share of U.S. dollar revenue will increase from 20% to 27% on a 2024 pro forma basis. On the right side, we highlight the impact of non-aeronautical revenues, which is 100% unregulated. Approximately 35% of pro forma revenue will come from ancillary services tied to passenger ticket revenue. Non-aero revenues per passenger will increase from MXN 123 to MXN 166 on a 2024 pro forma basis, representing a 35% uplift. On this slide, we illustrate how CBX integration enables GAP to capture additional revenue by combining grossing tickets income with round trips earnings. On the left, you see the scenario of passengers flying directly from Guadalajara Los Angeles or San Diego. In this case, half of the aeronautical revenue from the trip stay at the U.S. airport, limiting GAP's ability to capture incremental revenues. Now on the right side, you see the scenario enabled by CBX integration, where passengers flying from Guadalajara to Tijuana and then use CBS to cross into San Diego or Los Angeles, this alternative creates a round trip revenue opportunity for Gaps, including outbound and return aeronautical fees, CBX ticket income and ancillary revenues such as parking for U.S. original travelers and car rental for Mexico region travelers. This model not only strength GAP's revenue stream, but also boost Tijuana Airport market share by positioning it a preferred gateway for cross-border travelers. It is clear example of how commercial alignment with CBX drives incremental revenues and enhance GAP's competitive advantage. The integration of CBX has the potential to unlock several attractive growth opportunities beyond the border crossing. On this slide, we have outlined some potential initiatives that could drive market expansion, customer acquisition, ancillary service and operational efficiency for GAP. We have structured this initiative into 5 key pillars: market expansion and demand consolidation. We aim to capture traffic from alternate border crossing and implement strategic initiatives to attract new international routes. Additionally, we plan to expand the CBX footprint and modernize it through new infrastructure projects such as rental car centers, hotels and food and beverage offerings. Customer acquisition and revenue optimization, we will focus on new partnerships and digital margin increase online travel agencies visibility like Booking or Expedia via the Tijuana Travel Code and enhance revenue management through dynamic prices, bundles and tactical increases. Expansion of ancillary services, we see opportunities to optimize parking with long-term state discounts and local promotion as part car rental and ground transportation option and increase destinations choice and hospitality services. Tech-driven operational efficiencies, we will continue investing in technology to streamline the passenger journey, including automatization and self-service immigration eGates and reduce the cost per passenger of U.S. CBP reimbursement as automatization scales. Finally, long-term projects, we will obtain approximately 60 acres of adjacent land that provides the opportunity to develop hospitality, lodging, parking, additional car rental and/or convention centers. This is a bird view of the current infrastructure and highlights the growth opportunities associated with CBX. In the photo, you can see existing CBX facility strategically located adjacent to Tijuana Airport. You can also see that the 60 acres of undeveloped land in the U.S., which present a significant opportunity for future development and value creation. GAP already owns a land reserve adjacent to the Tijuana Airport, which is outside the scope of the concession title seen here in the lower right corner of the photo. It is essentially directly across the border from the 60 U.S. acres to be obtained in this transaction. Together, these assets provide GAP with a unique strategic opportunity for further strength and monetize its unique location straddling the border, including a potential future pedestrian border crossing or border cargo facilities. Let's now discuss in detail the internalization of the technical assistance agreement and why is this an important step for GAP. First, this initiative will improve GAP cash flow by internalizing the technical assisting agreement, GAP is expected to save approximately 5% of the EBITDA generated by its Mexican airport concession, which represents about 3% of the consolidated EBITDA. For context, during the last 12 months, this represents $50.8 million. Second, this change support continuity in operational excellence, It allows us to foster greater agility, accountability and control across the organization, which is critical as we continue to grow. Third, the internalization is consistent with common practice among several operations globally. It also simplifies GAP's ownership structure and enhance governance transparency, which we believe is positive for all shareholders. On the right side of the slide, you can see the historical technical assistant agreement payments. These payments have grown significantly over the time from MXN 462 million in 2019 to MXN 950 million for the last 12 months ending on September 25. By internalizing the technical assistance agreement, we eliminate these recurring payments, which will directly improve margins and strength profitability. And finally, let's move to this slide, which highlights the favorable backdrop provided by GAP's Share Price Performance for these transactions. Since January 2019, GAP Share Price Performance has outpaced its peers and Mexican index. As you can see in the chart, GAP shares have appreciated by approximately 149%. Currently, GAP shares are trading at about 84% of their all-time high, which provides an attractive environment for equity issuance. All strategic shareholders will receive 100% of their consideration in GAP shares, reinforcing alignment and commitment to the long-term value creation. In summary, the strong Share Price Performance not only validates GAP's track record, but also create a favorable environment for executing these transactions efficiently. Our vision remains unchanged to connect people and destinations through our world-class airports, managed with integrity, innovation, diversification and long-term commitment to excellence. As CEO, I want to spread my deepest appreciation to our Board, our teams and especially to our investors for your continued trust and partnership. To work together, we're also simplifying, aligning and enhancing GAP prepares for the long-term sustainable growth and value creation vision. In the coming days, we will publish the call for our extraordinary shareholders' meeting along with the information statement related to this transaction. Our goal is to ensure that our shareholders should make informed decisions freely and without question. Consistent with our historical practice, we respect and will respect the will of our shareholders as expressed in accordance with the applicable law and our bylaws. Thank you very much. I will open the line for questions.

Thank you, Raul. You are going to be able to raise your hand and we are going to be open the mic for each of you. So we are going to start with the first question and the first hand that it is from Rodolfo Ramos from Bradesco.

Can you hear me? Can you hear me?

Yes.

Yes, yes, we can.

Perfect. You know the asset very well. There's no asymmetry here of information. But can you comment a little bit about how this transaction came to be? I mean, who started these discussions? And what about the timing? I asked because we recently saw weaker performance of traffic at CBX, has to do a lot with these U.S. policies and whatnot. But why do this transaction now? So that would be my first question. And second, I mean, from a capital allocation perspective, I mean, how does this transaction impact your appetite for opportunities that you may be currently pursuing or later decide to pursue?

Thank you, Rodolfo. This is Raul. I mean, we have taken more than a year to structure this new vision of GAP to the -- our Board. We begin with this view, what we call GAP 2.0 that I presented 1 year ago in our Board meeting. And the idea is mainly diversify our business, not only geographical but also in currency. And we just began with that view that were presented by the management. As you know and a lot remember that, I used to be the CEO a couple of years ago, the CEO of CBX. So I really have a really deep understanding of this asset. And that's why I think that is the correct base for the company, completely a possible way of additional value creation for the shareholders. And on the second part, how this decision could change other possible transaction in the future. At the end of the day, what we are seeing on this transaction is mainly equity additional shares. So our position in net debt will still almost the same. So we will have enough room for other additional transaction. The idea here is to align all the shareholders in the same page for a long-term view of our company.

So the next one will be from Fernanda Recchia.

Two topics here from our side. So the first, I just wanted to understand when you internalize the technical assistance fee, are you going to incur any additional cost to do so? Or is it 100% synergy in the savings of expenses? This is the first. And the second, maybe could you elaborate a little bit further on the cost synergy that you expect from CBX integration. Maybe if you could comment on long-term margins profitability that you see or what kind of cost synergy do you consider in the single-digit millions that you mentioned?

Fernanda, in terms of the -- I will begin with the cost -- possible synergies on CBX. I mean, for the moment, CBX as a stand-alone business, they have all, I would say, a corporate office that includes everything, accounting, administrative and all these kind of things. So for sure, as all our subsidiaries, we will run all that part from our headquarters in Guadalajara. So we are seeing there some sorts of synergies for sure. But also, we have other kind of synergies related with how we can bundle package, for instance, in commercial. As you know, when we negotiate for a car rental, we also make different package of different airports. So it will also have the opportunity to have unique negotiations, for instance, for Cabos, Guadalajara, Vallarta and CBX for car rental companies. That is the kind of synergies that we are also looking on the revenue side that we consider that we can bring even much better revenues and much better ratios to this business.

Hi, Fernanda. This is Saul. Regarding your question related with the internalization, this is very important to understand that it is a transition that will take some time for this internalization. But we are sure that at the end, we will continue providing the same level of services that we had before with a strategic partner. It is important to mention that these costs and these services will be provided to the airports, and we will be collecting the revenues from the airports and also will be part of our cost of operation and our maximum tariff.

I don't know if you can hear us and the mic, it doesn't seem that it is open. You are on mute Gui. Gui, we cannot hear you. So we are going to put you on standby and we will come back to you. So now we are going to take the question from Pablo Monsivais from Barclays. So can you please open the mic to Pablo? Sorry, Pablo, we cannot hear you either. So let me check if it is our mic. Give us a second because the same thing happened with Guilherme. Okay, can we open again the mic for Guilherme. I believe that he's sending a message that his mic is working now. So maybe we can open again the mic to Guilherme until Pablo is ready as well. Guilherme, we cannot hear you. I can see that your mic is open. No, we cannot hear you either. Okay. Well, let us try with another analyst to see if it is our problem or it is the mics from them. So now we are going to open the mic to Jens Spiess from Morgan Stanley. So Jens, can you please open your mic and ask your question please -- yes, we can hear you Jens. Yes. We can hear you.

Perfect. Okay. So just a few questions in general, just to understand the deal structure fully. What is the implied EBITDA you are using for the blended transaction multiple for 2026? And how much synergies are you assuming there? Secondly, how much are you paying in cash for the 25% stake in CBX? Is it EUR 260 million? I'm not sure if I got it right, just to like understand it correctly. And lastly, on the shareholder vote, who will be voting? Only the B Class shares? And will you be excluding the involved parties? Or will they also be considered for the majority?

Thank you, Jens. In the case of the voting, all the details would be included in the information statement that we will make public in the next week that there's all the details about voting date, tower and all the rules for the voting in terms of our bylaws. Related to the valuation, we are presenting an EBITDA of 2026 of 12.2x as what we are seeing the 2026. And as we saw, we are -- our forecast showing us that 2026, it will be accretive for the first moment, be accretive on free cash flow this transaction.

Yes. And if you could comment on how much you're paying in cash for the 25% stake, I would appreciate it. [Audio Gap]

So we are going to open the mic now to Edson Murguia.

I have 2. Could you elaborate or could you give us more color about this $74 million of debt that's going to be part of the GAP structure? And my second question will be if you have a number of the new amount of shares that will be in total issue. I mean I know it's $90 million, but in total amount, I mean, not necessarily referring to the float, but how can we analyze that number?

This is Saul. Well, about the $74 million debt is part of the financial debt in the CBX balance sheet. So it will be assumed at the moment of the merge. So it's important to consider that it's part of the transaction. We will assume that. That doesn't change our net debt-to-EBITDA ratio. It basically is not significant to the debt that we have integrated in GAP already. So it won't move our debt in general.

And talking about the numbers of the total shares outstanding. Today, as you know, we have 505 million shares. The idea is with this around roughly 90 million new issue shares will arrive to 595 million shares. That is, I mean, the rough numbers that we are expecting to issue.

They are telling me that they couldn't listen to the answer about the 25% that we are going to have in a separate transaction of the CBX. Can you please repeat it?

Yes. The specific number of the transaction of the 25% of -- for the CBX would be informed on the information statement. At that moment, we will make public this specific figure.

Thank you, Raul. Well, now we are going to pass the call to Pablo Ricalde from Itaú. So Pablo, now you can open your mic.

Can you hear me or no?

Yes, we can, Pablo.

So I have 2 questions. The first one is like after this, AENA will have shares B and BB, if there's any intention for maybe AMP, the other shareholders to buy out the BB that AENA has and then AENA only keeping the B shares? And the other one, just trying to confirm that the holding of GAP will be the one buying the CBX.

Yes. Thank you, Pablo. On the first part related with the AMP shareholders, after the mergers, AMP will be part of GAP. So the shareholders -- it is going to be the shareholders of the BB Series. They could sell any of the stakes on Series BB or Series B just as the lockup pass in the coming days. So we don't have any kind of specific information about AENA, but any of the shareholders could sell their shares just after the lockup pass in the terms that we just said the 365 days for -- that's a complete lockup at 25% of the total shares on the first 90 days and additional 25% after the 190 days. That is related with the lockup.