By Brazil Stock Guide – TRX Real Estate Investment Fund (TRXF11 BZ) agreed to an indirect R$1.44 billion acquisition of a logistics hub in Guarulhos, adding three warehouses to its portfolio, including two leased to MercadoLibre Inc. (MELI US) under 10-year contracts.
The transaction was announced Monday in a regulatory filing by BRL Trust and TRX Gestora. The complex comprises the K100, K200 and K300 warehouses and has about 237,391 square meters of gross leasable area on a 740,261-square-meter site.
TRXF11 is making the investment through TRX Logístico FII and Matriz FII. TRX Log signed an agreement to acquire all the shares in the companies that own the properties, subject to the conditions and timetable established in the transaction documents.
K200 is completed and already leased to MercadoLibre’s Brazilian unit, EBAZAR.COM.BR. K100 is nearing completion, with its first phase scheduled for delivery in July and the second in October.
The purchase of K300 remains conditional on project approval, the signing of a built-to-suit lease and other closing requirements. The fund’s presentation forecasts delivery of the warehouse and the start of rental payments in August 2027.
The R$1.435 billion purchase price is subject to adjustments and will be paid in installments. The first disbursement is scheduled for the end of July, followed by three consecutive semiannual payments as conditions for each stage are met.
TRXF11 will initially receive monthly rent from K200 and minimum guaranteed income linked to K100 and K300. Rental income from K100 is expected to begin after its completion, while full rent from all three assets would start once K300 is delivered and occupied.
The leases are classified as non-standard contracts under Brazilian real-estate terminology, with 10-year terms beginning upon delivery. They include penalties equivalent to the remaining contractual balance in the event of early termination. Rents are adjusted by the INCC construction-cost index during development and by the IPCA inflation index after delivery.
TRX estimates the transaction will generate a 14.51% yield on cost during the first 12 months and an average capitalization rate of 8%. The purchase price corresponds to about R$6,045 per square meter, while rent is estimated at R$37.83 per square meter.
The deal will increase TRXF11’s gross leasable area by 19% to about 1.48 million square meters. The portfolio will expand to 115 properties from 112, while invested property value will rise 18.4% to R$9.23 billion.
MercadoLibre is expected to become the fund’s largest single source of rental revenue, accounting for 18.16% after the acquisition. E-commerce tenants will represent 21.37% of revenue, while properties in São Paulo state will account for 56.3%.
The fund maintained its estimated monthly distribution range of R$0.90 to R$0.93 per unit through December 2026. Its weighted average lease term is expected to decline to 13.04 years from 13.61 years after the transaction.
Banco XP, part of XP Inc. (XP US), will finance the senior tranche of the structure. TRXF11 and FII Matriz Log will jointly hold the subordinated tranche and indirectly own equal stakes in the warehouses. BTG Pactual (BPAC11 BZ) and KLA Advogados advised TRXF11 on the transaction.
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