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What changed in Logistic Properties of the Americas's 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Logistic Properties of the Americas's 2023 and 2024 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+897 added−860 removedSource: 20-F (2025-04-02) vs 20-F (2024-04-26)

Top changes in Logistic Properties of the Americas's 2024 20-F

897 paragraphs added · 860 removed · 186 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

37 edited+10 added−397 removed22 unchanged
Biggest changeWe also face the risk that the terms of available new financing may not be as favorable as the terms of our existing indebtedness, particularly if interest rates continue to rise in the future, and we may be forced to allocate a material portion of our operating cash flow to service our debt, which would reduce the amount of cash available to fund our operations and capital expenditures or future business opportunities or for other purposes. 18 In addition, our ability to raise capital through the issuance and sale of ordinary shares to finance our future growth will depend in part on the prevailing market price for our Ordinary Shares, which depends on a number of market conditions and other factors that may vary from time to time, including: ● the appetite of investors; ● our financial performance and that of our tenants; ● our ability to meet market expectations and the expectations of our investors with respect to our business; ● the reports of financial analysts with respect to our business; ● the prevailing economic, political and social environments in Colombia, Costa Rica, and Peru; ● the condition of the capital markets, including changes in the prevailing interest rates for fixed-income securities; ● the prevailing legal environments in Colombia, Costa Rica, and Peru with respect to the protection of minority shareholder interests; ● distributions to our shareholders, which largely depend on our operating cash flows, which in turn are dependent on the increase of revenues from our developments and acquisitions, the increase of our rental income, and on committed projects and capital expenditures; and ● other factors, such as changes in regulation (including, in particular, any changes in tax, labor and environmental regulation) or the adoption of other governmental or legislative measures affecting the real estate industry generally or us particularly.
Biggest changeIn addition, our ability to raise capital through the issuance and sale of ordinary shares to finance our future growth will depend in part on the prevailing market prices for our Ordinary Shares, which depends on a number of market conditions and other factors that may fluctuate from time to time, including: • the market demand and investor sentiment; 17 • our financial performance and our tenants' financial performance; • our ability to meet market and investor expectations regarding our business performance and growth; • the reports of financial analysts with respect to our business; • the prevailing economic and political environments in Colombia, Costa Rica, and Peru; • the condition of the capital markets, including changes in the prevailing interest rates for fixed-income securities; • the prevailing legal environments in Colombia, Costa Rica, and Peru with respect to the protection of minority shareholder interests; • shareholder distributions including share repurchases or dividends, if any, which are contingent upon our operating cash flows derived from revenue increases from our developments, acquisitions, rental income, and the impact of committed projects and capital expenditures; and • other factors, such as changes in regulation (including, in particular, any changes in tax, labor and environmental regulation) or the adoption of other governmental or legislative measures affecting the real estate industry generally or us particularly.
Fluctuations in nominal gross domestic product, or GDP, increased inflation, rising interest rates, declining employment levels, declining levels of investments and economic activity, declining demand for real estate, declining real estate values and periods of general economic slowdown or recession, or perceptions that any of these events may occur or are occurring, have had a negative impact on the real estate market in the past and may adversely affect our future performance.
Fluctuations in nominal gross domestic product (GDP), increased inflation, rising interest rates, declining employment levels, declining levels of investments and economic activity, declining demand for real estate, declining real estate values and periods of general economic slowdown or recession, or perceptions that any of these events may occur or are occurring, have had a negative impact on the real estate market in the past and may adversely affect our future performance.
Any recession and/or downturn in the real estate industry, which may affect us again in the future, could give rise to: ● a general decline in the price of rents or less favorable terms for new leases or renewals; ● the depreciation of the value of the properties in our portfolio; ● increased vacancy rates or our inability to lease our properties on favorable conditions; ● our inability to collect rents from our tenants; 11 ● reduced levels of demand for industrial space and industrial facilities, or changes in consumer preferences vis-à-vis our available properties; ● an increased supply of industrial facilities or more suitable spaces in the markets in which we operate; ● higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials, increased maintenance costs, reduced availability of financing on favorable terms and shortage of mortgage loans, lines of credit and other capital resources, all of which could increase our costs and limit our ability to acquire or develop additional real estate assets or refinance our debt; ● measures that limit our ability to develop acquired land pursuant to existing plans; ● increased costs and expenses, including, among other things, for insurance, labor, energy, real estate appraisals, real estate taxes and compliance with applicable laws and regulations; and ● the adoption of restrictive government policies or the imposition of limitations on our ability to pass on costs to our customers.
Any recession and/or downturn in the real estate industry, which may affect us again in the future, could give rise to: • a general decline in the price of rents or less favorable terms for new leases or renewals; • the depreciation of the value of the properties in our portfolio; • increased vacancy rates or our inability to lease our properties on favorable conditions; • our inability to collect rents from our tenants; • reduced levels of demand for industrial space and industrial facilities, or changes in consumer preferences vis-à-vis our available properties; • an increased supply of industrial facilities or more suitable spaces in the markets in which we operate; • higher interest rates, increased leasing costs, increased construction costs, distressed supply chains for construction materials, increased maintenance costs, reduced availability of financing on favorable terms and shortage of mortgage loans, lines of credit and other capital resources, all of which could increase our costs and limit our ability to acquire or develop additional real estate assets or refinance our debt; • measures that limit our ability to develop acquired land pursuant to existing plans; • increased costs and expenses, including, among other things, for insurance, labor, energy, real estate appraisals, real estate taxes and compliance with applicable laws and regulations; and • the adoption of restrictive government policies or the imposition of limitations on our ability to pass on costs to our customers.
We cannot assure you that interest rates will remain stable in the countries in which we operate. Any substantial increase in the interest rates could negatively affect our business and financial condition. Fluctuations in interest rates globally can affect the following aspects of our operations. An increase in interest rates increases the cost of borrowing for real estate projects.
We cannot assure that interest rates will remain stable in the countries in which we operate. Any substantial increase in interest rates could negatively affect our business and financial condition. Fluctuations in interest rates globally can affect the following aspects of our operations. An increase in interest rates increases the cost of borrowing for real estate projects.
Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. While the U.S.
Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insurance programs in the event of default or failure of any bank with which we maintain a commercial relationship. The U.S.
The performance of the real estate markets in which we operate tends to be cyclical and tied to the condition of the U.S. economy and the economies in the countries in which we operate, including Colombia, Costa Rica and Peru, as well as to investors’ perceptions regarding the global economic outlook.
The performance of the real estate markets in which we operate tends to be cyclical and tied to the condition of the U.S. economy and the economies in the countries in which we operate, including Colombia, Costa Rica and Peru, as well as to investors’ perceptions of the global economic outlook.
Any of these events may be the result of various factors affecting our tenants. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease.
Any of these events may be the result of various factors affecting our tenants. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or decrease in the rental income attributable to the suspended or terminated lease.
You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this annual report, including the financial information.
You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this Report, including the financial information.
If our competitors offer space for lease at prices below the prevailing market prices or which are lower than the prices we currently charge to our tenants, we may lose existing or potential tenants and may be forced to reduce our prices or offer substantial rent abatements, improvements, early termination options or more favorable renewal terms in order to retain our tenants when their leases expire.
If our competitors offer space for lease at prices below the prevailing market prices or which are lower than the prices we currently charge to our tenants, we may lose existing or potential tenants and may be forced to reduce our prices or offer substantial rent abatement, improvements, early termination options or more favorable renewal terms in order to retain our tenants when their leases expire.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The following risk factors apply to our business and operations. These risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial condition and prospects.
Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors The following risk factors apply to our business and operations. These risk factors are not exhaustive, and investors are encouraged to perform their own research with respect to our business, financial condition and prospects.
In addition, if our business deteriorates, we may not have a level of liquidity sufficient to repay our debt at its maturity in the coming years, which would materially and adversely affect our business, financial condition, results of operations and prospects. The volatility of the financial markets may adversely affect our financial condition and/or results of operations.
In addition, if our business deteriorates, we may not have a level of liquidity sufficient to repay our debt at its maturity in the coming years, which would materially and adversely affect our business, financial condition, results of operations and prospects.
Moreover, if interest rates increase, then so would the interest expense on our unhedged variable rate debt, which would adversely affect our business, financial condition, results of operations and prospects. As of December 31, 2023 and December 31, 2022, 23.0% and 0%, respectively, of our outstanding indebtedness bore fixed interest rates, respectively.
Moreover, if interest rates increase, then so would the interest expense on our unhedged variable rate debt, which would adversely affect our business, financial condition, results of operations and prospects. As of December 31, 2024 and December 31, 2023, 63% and 65%, respectively, of our outstanding indebtedness bore fixed interest rates, respectively.
If we were to acquire stabilized portfolios in the future, we may continue to use this acquisition strategy and enter into similar secured loans. As of December 31, 2023, our total outstanding debt was $269.9 million. For more information on our existing indebtedness, see “ Item 5.B.
If we were to acquire stabilized portfolios in the future, we may continue to use this acquisition strategy and enter into similar secured loans. As of December 31, 2024, our total outstanding debt was $265.9 million. For more information on our existing indebtedness, see “
If upon expiration of a lease for any of our properties, a tenant does not renew its lease, we may not be able to re-rent the property to a new customer, may need to incur substantial capital expenditures to re-lease the relevant properties, or the terms of the renewal or new lease (including the cost of renovations for the customer) may be less favorable to us than current lease terms.
Upon expiration of a lease, if a tenant does not renew, we may be unable to secure a new tenant for the property, may need to incur substantial capital expenditures to re-lease the relevant properties, or the terms of the renewal or new lease (including the cost of renovations for the customer) may be less favorable to us than current lease terms.
Adverse changes in our credit ratings could impair our ability to obtain additional debt or equity financing on favorable terms, if at all. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us.
Any deterioration of our credit rating may materially impair our ability to obtain additional debt or equity financing on favorable terms, or at all. Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us.
These factors may impair our ability to respond in a timely manner to downturns in the performance of our industrial properties and may have an adverse effect on business, financial condition, results of operations and prospects.
These factors may impair our ability to respond in a timely manner to downturns in the performance of our industrial properties and may adversely affect our business, financial condition, results of operations and prospects.
Historically, we have financed our acquisitions and real estate purchases with equity contributions of our shareholders and cash proceeds from secured loans and credit facilities that have been typically secured by a mortgage or similar interest on the relevant property.
Since 2016, we have grown our portfolio through the development of new logistics and industrial real estate properties. Historically, we have financed our acquisitions and real estate purchases with equity contributions of our shareholders and cash proceeds from secured loans and credit facilities that have been typically secured by a mortgage or similar interest on the relevant property.
Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, and the banks outside of the United States where some or all of our funds are currently held provide deposit insurance of less than US$50,000, per depositor, per insured bank. The amounts that we have in deposits in U.S. banks and non-U.S. may exceed these insurance amounts.
Federal Deposit Insurance Corporation provides deposit insurance of $250,000 per depositor, while non-U.S. banks where we maintain some or all of our funds, typically provide insurance coverage of less than US$50,000, per depositor, per insured bank. The amounts that we have in deposits 14 in U.S. banks and non-U.S. may exceed these insurance amounts.
Bankruptcy laws in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our financial condition and the cash we have available for distribution. In historical periods, we have had material amounts of past due rental income under our lease portfolio.
Bankruptcy laws in some instances may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our financial condition and the cash we have available for distribution. We have experienced delinquencies in rental payments historically in our lease portfolio.
Our clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru, and our business may be adversely affected by an economic downturn in any of those sectors. Our clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru.
Thus, our business operations may be adversely affected by an economic downturn in any of these sectors. Our clients operate across various industrial sectors across Colombia, Costa Rica and Peru.
The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows. If economic and market conditions similar to those experienced between 2008 and 2010 or 2020 and 2021 were to return, our performance and profitability could deteriorate.
The occurrence of any default or failure of any of the banks in which we have deposits could have a material adverse effect on our business, financial condition, results of operations and cash flows. If severe adverse economic and market conditions similar to past major financial crises were to reoccur, our performance and profitability could deteriorate significantly.
We are dependent on our ability to raise capital through financial markets, divestitures or other sources to meet our future growth expectations. We are dependent on our ability to secure financing, divest assets or access other capital resources to expand our real estate portfolio and meet our future growth expectations.
This can materially and adversely affect our business, financial condition, results of operations and prospects. We are dependent on our ability to raise capital through financial markets, divestitures or other sources to meet our future growth expectations. Our business growth and real estate portfolio expansion depend on our ability to secure financing, divest assets and access other capital resources.
Risks Relating to Our Business In addition to the other information contained in this annual report, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors presented in this annual report.
Risks Relating to Our Business and Industry In addition to the other information contained in this Report, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the risk factors described below, which include both material and other identified risks, but are not exhaustive.
Some of our competitors may have significantly larger financial and other resources than ours and may be able or willing to undertake more risks than those we can manage. Our principal competitors include Grupo Montecristo and Mobilaire, which operate industrial properties in Costa Rica, and Aldea Logistica Global S.A.C., which operates industrial properties in Peru.
Some of our competitors may have significantly larger financial and other resources than ours and may have greater risk tolerance and different investment criteria than our established parameters permit. Our principal competitors include Grupo Montecristo and Mobilaire, which operate industrial properties in Costa Rica, and Aldea Logistica Global S.A.C., which operates industrial properties in Peru.
Additional competitors include Megacentro and Bodegas San Francisco Inmobiliaria Alquife S.A.C., which owns industrial assets in Peru and Chile. We also compete with local REITs, which own a significant number of industrial properties in Costa Rica. In addition, in the future we may face competition from other regional participants present in one or several of our markets.
Additional competitors include Megacentro and Bodegas San Francisco Inmobiliaria Alquife S.A.C., which own industrial assets in Peru and Chile. We also compete with local real estate investment trusts ("REITs"), which own a significant number of industrial properties in Costa Rica.
As of December 31, 2023, our tenant base in terms of Leased GLA was comprised primarily of companies engaged in the Third Party Logistics (25.0%), Retailer (31.6%), Consumer Goods Distribution (36.9%) and Others (6.5%). Our exposure to these industries subjects us to the risk of economic downturns or other adverse events affecting these sectors.
As of December 31, 2024, our tenant base in terms of Leased Area was comprised primarily of companies engaged in the Consumer Goods Distribution (35.6%), Retail (30.5%), Third-Party Logistics (25.6%), and other industries (8.3%). Our exposure to these industries subjects us to the risks associated with these sectors.
We cannot make assurances that this will not continue to occur in the future. See “Item 4.D. Information on the Company – Property, plants, and equipment .” We derive a significant portion of our rental income from a limited number of customers.
We cannot make assurances that this will not continue to occur in the future. See “Item 4.D. Information on the Company – Property, plants, and equipment .” Any increase in competition could lead to lower occupancy rates and rental income and could result in fewer investment opportunities.
A majority of our revenues consists of rental income received from our tenants at our industrial real estate properties. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments.
Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments.
Factors that may affect real estate values and cash flows include: ● local conditions, such as oversupply or a reduction in demand; ● technological changes, such as reconfiguration of supply chains, robotics, 3D printing or other technologies; ● the attractiveness and quality of our properties, and related services, to potential tenants and competition from other available properties; ● increasing costs of maintaining, insuring, renovating and making improvements to our properties; ● our ability to reposition our properties due to changes in the business and logistics needs of our customers; ● our ability to lease properties at favorable rates, including periodic increases based on inflation or exchange rates, and control variable operating costs; ● social problems, including safety, affecting certain regions; ● governmental and environmental regulations and the associated potential liability under, and changes in, environmental, community rights, zoning, usage, tax, tariffs and other laws; and ● reduction on the supply, price increases and other restrictions affecting the supply of key resources, such as water and electricity, may affect the construction industry and the operation of rental facilities in Colombia, Costa Rica, and Peru.
Factors that may affect real estate values and cash flows include: • local conditions, such as oversupply or a reduction in demand; • technological changes, such as reconfiguration of supply chains, automation, Artificial Intelligence ("AI"), robotics, 3D printing, digital transformation and other technologies; • the competitiveness of our properties and related services, relative to other available properties, including factors such as condition, amenities, and service quality; • increasing costs of maintaining, insuring, renovating and making improvements to our properties; • our ability to reposition our properties due to changes in the business and logistics needs of our customers; 15 • our ability to achieve optimal lease rates with appropriate escalation clauses is tied to inflation or exchange rates, while maintaining effective control over variable operating expenses; • regional socioeconomic factors, including but not limited to, crime rates, civil unrest, demographic changes, and public safety concerns; • governmental and regulatory compliance obligations, including potential liabilities arising from environmental regulations, community rights, zoning restrictions, land use requirements, taxation, tariffs and other applicable laws and regulation; and • supply chain disruptions, price volatility, and regulatory restrictions affecting essential utilities and key resources, including but not limited to, water and electricity, may materially impact the construction activities and operational costs across our markets, with particular exposure in our Latin American operations, including Colombia, Costa Rica, and Peru.
Additional risks not currently known to us or that we currently deem to be immaterial, or which are not identified because they are generally common to businesses, also may materially adversely affect our business, financial condition, results of operations and cash flows in future periods.
Additional risks whether currently unknown or deemed immaterial, or common to businesses generally, may materially adversely affect our business, financial condition, results of operations and cash flows. If any of the risks outlined below materialize, whether individually or in combination, they may materially and adversely affect LPA's business, financial condition, results of operations, cash flows and future outlook.
Accordingly, any economic slowdown or downturn in real estate asset values or leasing activity may have a material adverse effect on our business, financial condition, results of operations and prospects. Our business is closely tied to general economic conditions and the performance of the industrial and logistics real estate industry.
Our business success significantly depends on general economic and specific market conditions within the industrial and logistics real estate industry. Any adverse changes in these conditions, including economic slowdowns or downturns 13 in real estate asset values or leasing activity may materially and adversely affect our business operations, financial condition, results of operations and future prospects.
Any of these risks could give rise to material unanticipated delays or expenses and could in certain circumstances prevent the completion of our development or renovation projects once they have commenced, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
The occurrence of any of these risks, individually or in combination, could have a material adverse effect on our business, financial condition, and results of operations.
If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a bankruptcy trustee or equivalent appointee in any bankruptcy proceeding relating to the tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises.
In the event of tenant insolvency or bankruptcy, our ability to recover possession of the premises may be delayed or impaired by the bankruptcy proceedings or related legal procedures. We also cannot assure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises.
We are dependent on our tenants for a substantial portion of our revenues and our business may be materially and adversely affected if a significant number of our tenants, or any of our major tenants, were to default on their obligations under their leases.
We derive a substantial portion of our revenues from tenant lease payments, and our business could be materially and adversely affected if a significant number of our tenants, particularly our major tenants, default on their lease obligations. Our primary revenue stream derives from rental income generated by tenants at our industrial real estate properties.
We may intend to seek financing from financial institutions but cannot assure you that we will be able to access these or other sources of capital. There can be no assurance that these alternative ways to increase our liquidity will be available to us.
While we may seek institutional financing. there can be no assurance that we will successfully access such or other capital sources.
The potential impacts of future climate change on our real estate properties could adversely affect our ability to lease, develop or sell those properties or to borrow using those properties as collateral and may impact our business, financial condition, results of operations and prospects.
Failure to secure additional capital on commercially reasonable terms could materially and adversely impact our future growth, business operations, financial condition, results of operations and prospects. Our levels of indebtedness may affect our cash flows and expose our properties to the risk of foreclosure.
In general, investing in the securities of issuers in emerging market countries, such as Colombia, Costa Rica and Peru, involves risks that are different from the risks associated with investing in the securities of U.S. companies. 10 The success of our business depends on general economic conditions and prevailing conditions in the industrial and logistics real estate industry.
This can potentially result in a decline in the market price of Ordinary Shares, and could result in a partial or total loss of your investment. Generally, investing in securities of issuers from emerging market countries, such as Colombia, Costa Rica and Peru, carries risks that differ from those associated with investing in securities from U.S. issuers.
Removed
The risk factors described below disclose both material and other risks, and are not intended to be exhaustive and are not the only risks facing us.
Added
Our operating results and financial performance are significantly influenced by macroeconomic conditions and specific market dynamics within the industrial and logistics real estate sector.
Removed
The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of LPA, in which event the market price of Ordinary Shares could decline, and you could lose part or all of your investment.
Added
Interest rates fluctuations may increase our borrowing costs and affect the valuation of our real estate portfolio, potentially impacting our financial performance and investment returns.
Removed
The volatility of the financial markets may have a negative impact on the availability of credit generally and may lead to a further weakening of the Colombian, Costa Rican, Peruvian, U.S., and global economies.
Added
Our real estate investments are subject to specific risks, including property value fluctuations, changes in local market conditions, and increased operating costs, any of which could materially and adversely affect our business operations. Investments in real estate properties carry varying degrees of risk.
Removed
Any disruption in the financial markets could materially impair the value of our real estate assets and our investments, have a negative impact on the availability of credit generally or on the terms (including as to maturity) on which we and our subsidiaries are or may be able to secure financing (including refinancing our indebtedness), impair our ability or the ability of our subsidiaries to make payments of principal and/or interest on our outstanding debt when due or to refinance that debt, or impair our clients’ ability to enter into new leases (including leases indexed to inflation or denominated in U.S. dollars) or meet their rent payment obligations under their existing leases. 12 In 2008 and 2009, the global financial markets experienced a crisis of unprecedented magnitude.
Added
While we employ comprehensive risk mitigation strategies, through portfolio diversification across geographies, industries, and tenant bases, supported by thorough market research, certain inherent risks remain unavoidable.
Removed
This crisis severely affected the availability of financing. While financial markets have stabilized since then, we cannot predict whether they will destabilize in the future. This uncertainty may lead market participants to take a more conservative approach, which may in turn lead to decreased demand and price levels in the markets in which we operate.
Added
These risk factors, individually or in combination, could materially impair our ability to recover our invested capital, require significant impairment charges and adversely affect our financial performance and returns to investors. Our clients operate in certain specific industrial sectors in Colombia, Costa Rica and Peru.
Removed
As a result of the above, we may not be able to recover the current carrying value of our properties, land or investments as a means to repay or refinance our indebtedness. In addition, global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the war between Russia and Ukraine.
Added
Companies operating in these industries are subject to various risks, including: (a) macroeconomic fluctuations affecting consumer spending patterns and commercial activity within the respective jurisdictions, including GDP growth, inflation rates and currency exchange fluctuations; (b) changes in applicable laws and regulations governing international trade, taxation, customs procedures, cross-border transactions, and foreign investment restrictions; (c) infrastructure constraints, including but not limited to, insufficient warehousing capacity, logistical bottlenecks, and last-mile delivery challenges; and (d) supply chain disruptions resulting from natural disasters, political instability, or global events.
Removed
In February 2022, Russia launched a full-scale military invasion of Ukraine. Although the length and impact of the ongoing military conflict is unpredictable, the conflict in Ukraine has created and could lead to further market disruptions, including significant volatility in commodity prices, credit and capital markets.
Added
In addition, in the future we may face competition from other regional market participants or new market entrants as they emerge.
Removed
The war between Russia and Ukraine has led to sanctions and other penalties being levied by the United States, European Union and other countries mainly against Russia, including agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Additional potential sanctions and penalties have also been proposed and/or threatened.
Added
In any such event, our business, financial condition, results of operations and prospects could be materially and adversely affected. With an increasing number of competing businesses offering rentals in a limited market, the likelihood of higher vacancy rates also rises.
Removed
The war is expected to have further global economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines in consumer confidence, scarcity in certain raw materials and products, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.
Added
The growing competition for tenants requires the implementation of comprehensive tenant acquisition and retention strategies, including enhanced property management services and competitive lease structures. In response to expanding market options, the Company may experience downward pressure on rental rates, potentially affecting our ability to maintain or increase our current rate structure while remaining competitive in tenant acquisition and retention.
Removed
In addition, there is a risk that Russia and other countries supporting Russia in this conflict may launch cyberattacks against the United States and its allies and other countries, their governments and businesses, including the infrastructure in those countries.
Added
We also face the risk that the terms of available new financing may not be as favorable as the terms of our existing indebtedness, particularly increased interest rates, and we may be forced to allocate a material portion of our operating cash flow to service our debt, which would reduce the amount of cash available to fund our operations and capital expenditures or future business opportunities or for other purposes.
Removed
Any of the foregoing consequences, including those we cannot yet predict, may have a material adverse effect on our business, financial condition, liquidity and results of operations. The market volatility experienced over the past several years has made the appraisal of real estate assets more difficult, and may continue to do so in the future.
Removed
If we cannot identify suitable financing resources or if we are unable to refinance our existing indebtedness, we may be forced to sell some of our properties to fund our operations or to engage in forced restructurings with our creditors.
Removed
The valuation and stability of the prices of our and our subsidiaries’ properties are subject to some level of uncertainty, which may result in the values of these properties being lower than expected.
Removed
In addition, we may not be able to sell our properties in a timely manner as a result of a lack of a readily available market for our properties. Real estate investments are not as liquid as certain other types of assets, which may adversely affect our financial conditions, results of operations and cash flows.
Removed
Real estate investments are not as liquid as certain other types of investments and this lack of liquidity may limit our ability to react promptly to changes in economic or other conditions.
Removed
Significant expenditures associated with real estate properties, such as indebtedness payments, real estate taxes, maintenance costs, and the costs of any required improvements, are generally not reduced when circumstances cause a reduction in income from the investments. We may dispose of certain properties that have been held for investment to generate liquidity.
Removed
If we need to sell any of our properties to obtain liquidity, we may not be able to sell those properties at market prices, which could have a material adverse effect on our business, financial condition and/or result of operations.
Removed
If we believe there is too much of a risk of incurring taxes on any taxable gains from the sale, or if market conditions are not attractive in the relevant regional market, we may not pursue those sales.
Removed
We may decide to sell properties to third parties to generate proceeds to fund other real estate projects that we deem as more attractive.
Removed
Our ability to sell or contribute properties on advantageous terms is affected by: (i) competition from other owners of properties that are trying to dispose of their properties; (ii) economic and market conditions, including those affecting the different regions where we operate; and (iii) other factors beyond our control.
Removed
We cannot assure you that future market conditions will not affect our real estate investments or our ability to sell our assets at a profit, in a timely manner or at all.
Removed
If our competitors sell assets similar to assets we intend to divest in the same markets or at valuations below our valuations for comparable assets, we may be unable to divest our assets at favorable pricing or at all.
Removed
The third parties who might acquire our properties may need to have access to debt and equity capital, in the private and public markets, in order to acquire properties from us.
Removed
Should they have limited or no access to capital on favorable terms, then dispositions and contributions could be delayed. 13 If we do not have sufficient cash available to us through our operations, sales or contributions of properties or available credit facilities to continue operating our business as usual, we may need to find alternative ways to increase our liquidity.
Removed
Those alternatives may include, without limitation, divesting properties at less than optimal terms, incurring debt, accessing other capital resources, entering into leases with new customers at lower rental rates or less than optimal terms or entering into lease renewals with our existing customers without an increase in rental rates.
Removed
Our inability to raise additional capital on reasonably favorable terms may jeopardize our future growth and affect our financial condition and/or results of operations. Additionally, taking measures to increase our liquidity may affect our business, and in particular, our distributable cash flow. Investments in real estate properties are subject to risks that could adversely affect our business.
Removed
Investments in real estate properties are subject to varying degrees of risk. While we seek to minimize these risks through geographic diversification of our portfolio, diversification among industries, market research and tenant diversification, these risks cannot be eliminated.
Removed
These factors may affect our ability to recover our investment in our properties and result in impairment charges. 14 We may not be successful in executing on our growth strategy if we are unable to make acquisitions of land or properties. Our growth strategy includes the acquisition of individual properties or real estate assets when opportunities arise.
Removed
Our ability to make acquisitions on favorable terms and to integrate them successfully into our existing operations is subject to various risks, including the risk that: ● we may not be able to acquire desired properties particularly in markets in which we do not currently operate; ● we may need additional land bank to accelerate our portfolio growth and execute our growth strategy to meet our goals; ● we may not be able to obtain financing for the relevant acquisition given our existing leverage position and increased interest rates; ● the properties we acquire may not prove accretive to our results, or that we may not be able to successfully manage and lease those properties to meet our goals; ● we may not be able to generate sufficient operating cash flows to make an acquisition; ● we may need to spend additional amounts than budgeted to develop a property or make necessary improvements or renovations; ● competition from other potential acquirors may significantly increase the purchase price of a desired property; ● we may spend significant time and money on potential acquisitions that we are unable to make as a result of the lack of satisfaction of customary closing conditions included in the agreements for the acquisition of properties, including the satisfactory completion of due diligence investigations; ● we may not be able to obtain any or all regulatory approvals necessary to complete the acquisition, including from regulatory authorities in the countries in which we operate; ● the process of pursuing and consummating an acquisition may distract the attention of our management team from our existing business operations; ● we may experience delays (temporary or permanent) if there is public or government opposition to our activities in any of the markets in which we operate; and ● we may not be able to rapidly and efficiently integrate new acquisitions, especially acquisitions of real estate portfolios, to our existing operations. 15 We cannot assure you that we will be able to successfully manage all factors necessary to grow our business.
Removed
If we are unable to find suitable acquisition targets, or if we find them and are unable to complete the acquisitions on favorable terms or to manage acquired properties to meet our goals, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Removed
In addition, we face risks arising from the acquisition of properties not yet fully developed or in need of substantial renovation or redevelopment, including, in particular, the risk that we overestimate the value of the property, the risk that the cost or time to complete the renovation or redevelopment will exceed our budget and the risk that the relevant location is never developed.
Removed
Those delays or cost overruns may arise from: ● any shortages of materials or skilled labor; ● any delays in receiving materials, including as a result of global or regional supply chain issues; ● a change in the scope of the original project; ● the difficulty in obtaining necessary zoning, land-use, environmental, health & safety, building, occupancy, antitrust and other governmental permits; ● economic or political conditions affecting the relevant location; ● an increase in the cost of building materials and equipment; ● the discovery of structural or other latent defects in the property once construction has commenced; and ● delays in securing tenants.
Removed
Any failure to complete a development project in a timely manner and within budget or to lease the project after completion could have a material adverse effect on our business, financial condition, results of operations and prospects. Where opportunities arise, we may explore the acquisition of properties or real estate assets in markets in the countries in which we operate.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

36 edited+199 added−8 removed12 unchanged
Biggest changeProperty Location Total GLA (sq ft) Total GLA (sqm) % of Portfolio GLA Rental Revenue for the year ended December 31, 2023 (USD in thousands) % of Rental Revenue for the year ended December 31, 2023 (USD in thousands) First Year of Operations Number of Buildings Appraisal Value (1) as of December 31, 2023 (USD in thousands) Costa Rica Latam Logistic Park Coyol 1 San José, Coyol 831,331 77,233 18.00 % $ 8,087 20.56 % 2016 5 $ 89,150 Latam Logistic Park Coyol 2 San José, Coyol 270,573 25,137 5.86 % $ 2,479 6.30 % 2019 1 $ 29,708 Latam Logistic Park Coyol 3 San José, Coyol 92,032 8,550 1.99 % $ 1,195 3.04 % 2020 1 $ 9,809 Latam Logistic Park Coyol 4 San José, Coyol 121,633 11,300 2.63 % $ 936 2.38 % 2021 1 $ 11,316 Latam Bodegas Atenas Atenas 48,685 4,523 1.05 % $ 462 1.18 % 2019 1 $ 4,638 Latam Bodegas Aurora Heredia 103,108 9,579 2.23 % $ 717 1.82 % 2019 2 $ 6,714 Latam Bodegas San Joaquin Heredia 90,923 8,447 1.97 % $ 914 2.32 % 2019 2 $ 9,886 San Rafael Industrial Park San Rafael 120,760 11,219 2.63 % $ 1,208 3.07 % 2019 1 $ 13,665 Latam Logistic Park San José – Verbena San José 679,657 63,142 14.71 % $ 6,032 15.34 % 2022 4 $ 69,987 Colombia Latam Logistic Park Calle 80 Bogota, Calle 80 1,255,409 116,631 27.18 % $ 8,038 20.44 % 2019 5 $ 106,957 Peru Latam Logistic Park Lima Sur Lima, Lurin 1,004,695 93,339 21.75 % $ 9,260 23.55 % 2019 5 $ 92,240 46 Property Location Total GLA (sq ft) Total GLA (sqm) % of Portfolio GLA Rental Revenue for the year ended December 31, 2022 (USD in thousands) % of Rental Revenue for the year ended December 31, 2022 (USD in thousands) First Year of Operations Number of Buildings Appraisal Value (1) as of December 31, 2022 (USD in thousands) Costa Rica Latam Logistic Park Coyol 1 San José, Coyol 831,328 77,233 20.5 % $ 7,979 25.2 % 2016 5 $ 88,851 Latam Logistic Park Coyol 2 San José, Coyol 270,572 25,137 6.7 % $ 2,427 7.7 % 2019 1 $ 30,613 Latam Logistic Park Coyol 3 San José, Coyol 92,031 8,550 2.3 % $ 1,283 4.1 % 2020 1 $ 9,667 Latam Logistic Park Coyol 4 San José, Coyol 121,632 11,300 3.0 % $ 598 1.9 % 2021 1 $ 11,204 Latam Bodegas Atenas Atenas 48,685 4,523 1.2 % $ 462 1.5 % 2019 1 $ 4,710 Latam Bodegas Aurora Heredia 103,107 9,579 2.6 % $ 587 1.9 % 2020 2 $ 6,286 Latam Bodegas San Joaquin Heredia 87,866 8,163 2.2 % $ 778 2.5 % 2019 2 $ 8,157 San Rafael Industrial Park San Rafael 120,760 11,219 3.0 % $ 1,562 4.9 % 2019 1 $ 13,400 Latam Logistic Park San José – Verbena San José 213,114 19,799 5.3 % $ 1,864 5.9 % 2022 1 $ 21,408 Colombia Latam Logistic Park Calle 80 Bogota, Calle 80 1,144,099 106,290 28.3 % $ 5,691 18.0 % 2019 4 $ 70,646 Peru Latam Logistic Park Lima Sur Lima, Lurin 1,004,692 93,339 24.9 % $ 8,351 26.4 % 2019 5 $ 87,523 (1) We value our portfolio on a quarterly basis utilizing an independent appraisal conducted by an independent appraiser. 47 Properties Under Development .
Biggest changeProperty Location Total GLA (sq ft) Total GLA (sqm) % of Portfolio GLA Rental Revenue for the year ended December 31, 2024 (USD in thousands) % of Rental Revenue for the year ended December 31, 2024 First Year of Operation Number of Buildings Appraisal Value (1) as of December 31, 2024 (USD in thousands) Costa Rica Latam Logistic Park Coyol 1 San José, Coyol 831,328 77,233 16.2 % $ 8,182 18.8 % 2016 5 $ 87,642 Latam Logistic Park Coyol 2 San José, Coyol 270,572 25,137 5.3 % $ 2,671 6.1 % 2019 1 $ 29,794 Latam Logistic Park Coyol 3 San José, Coyol 92,031 8,550 1.8 % $ 1,189 2.7 % 2020 1 $ 9,666 Latam Logistic Park Coyol 4 San José, Coyol 121,632 11,300 2.4 % $ 943 2.2 % 2021 1 $ 11,289 Latam Bodegas Atenas Atenas 48,685 4,523 1.0 % $ 457 1.0 % 2019 1 $ 4,711 Latam Bodegas Aurora Heredia 103,107 9,579 2.0 % $ 664 1.5 % 2019 2 $ 7,031 Latam Bodegas San Joaquin Heredia 90,923 8,447 1.8 % $ 847 1.9 % 2019 2 $ 9,590 San Rafael Industrial Park San Rafael 120,760 11,219 2.4 % $ 1,176 2.7 % 2019 1 $ 13,692 Latam Logistic Park San José – Verbena San José 837,099 77,769 16.3 % $ 7,884 18.1 % 2022 5 $ 86,680 Colombia Latam Logistic Park Calle 80 Bogota, Calle 80 1,255,404 116,631 24.5 % $ 8,702 20.0 % 2019 5 $ 109,066 Peru Latam Logistic Park Lima Sur Lima, Lurin 1,350,084 125,427 26.3 % $ 10,316 23.7 % 2019 6 $ 123,018 51 Property Location Total GLA (sq ft) Total GLA (sqm) % of Portfolio GLA Rental Revenue for the year ended December 31, 2023 (USD in thousands) % of Rental Revenue for the year ended December 31, 2023 First Year of Operations Number of Buildings Appraisal Value (1) as of December 31, 2023 (USD in thousands) Costa Rica Latam Logistic Park Coyol 1 San José, Coyol 831,328 77,233 18.00 % $ 8,087 20.6 % 2016 5 $ 89,150 Latam Logistic Park Coyol 2 San José, Coyol 270,572 25,137 5.86 % $ 2,479 6.3 % 2019 1 $ 29,708 Latam Logistic Park Coyol 3 San José, Coyol 92,031 8,550 1.99 % $ 1,195 3.0 % 2020 1 $ 9,809 Latam Logistic Park Coyol 4 San José, Coyol 121,632 11,300 2.63 % $ 936 2.4 % 2021 1 $ 11,316 Latam Bodegas Atenas Atenas 48,685 4,523 1.05 % $ 462 1.2 % 2019 1 $ 4,638 Latam Bodegas Aurora Heredia 103,107 9,579 2.23 % $ 717 1.8 % 2019 2 $ 6,714 Latam Bodegas San Joaquin Heredia 90,923 8,447 1.97 % $ 914 2.3 % 2019 2 $ 9,886 San Rafael Industrial Park San Rafael 120,760 11,219 2.61 % $ 1,208 3.1 % 2019 1 $ 13,665 Latam Logistic Park San José – Verbena San José 679,655 63,142 14.71 % $ 6,032 15.3 % 2022 4 $ 69,987 Colombia Latam Logistic Park Calle 80 Bogota, Calle 80 1,255,404 116,631 27.18 % $ 8,038 20.4 % 2019 5 $ 106,957 Peru Latam Logistic Park Lima Sur Lima, Lurin 1,005,519 93,416 21.77 % $ 9,260 23.6 % 2019 5 $ 92,240 (1) We value our portfolio on a quarterly basis utilizing appraisals conducted by an independent appraiser.
All our projects in Costa Rica are also registered with the Ecological Blue Flag Program (Bandera Azul), an award program that acknowledges effort and volunteer work seeking to improve social and environmental conditions. Insurance We maintain insurance policies covering our properties against various risks, including general liability, earthquakes, floods, and business interruption.
All our projects in Costa Rica are also registered with the Ecological Blue Flag Program (Bandera Azul), an award program that acknowledges effort and volunteer work seeking to improve social and environmental conditions. 56 Insurance We maintain insurance policies covering our properties against various risks, including general liability, earthquakes, floods, and business interruption.
From a Return-on-Equity, or ROE, perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner through joint ventures. In order to manage our return profile, we typically use third-party developers under negotiated fixed price arrangements.
From a Return-on-Equity ("ROE") perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner through joint ventures. In order to manage our return profile, we typically use third-party developers under negotiated fixed price arrangements.
Our tenants operate in a wide range of industries, which we believe provides us with significant portfolio diversification. Our tenant base generally consists of companies with significant e-Commerce activities requiring specialized “last mile” distribution capabilities. As of December 31, 2023, we had more than 50 tenants, with no single tenant accounting for more than 15% of our total Leased GLA.
Our tenants operate in a wide range of industries, which we believe provides us with significant portfolio diversification. Our tenant base generally consists of companies with significant e-Commerce activities requiring specialized “last mile” distribution capabilities. As of December 31, 2024, we had more than 50 tenants, with no single tenant accounting for more than 15% of our total Leased GLA.
Our leases entitle us to rescind the lease and collect rents that are due and owing if a tenant defaults on its rent payment obligation, vacates the property, or enters bankruptcy or insolvency proceedings (to the extent permitted under applicable local laws and regulations).
Our leases entitle us to rescind the lease and collect rents that are due and owed if a tenant defaults on its rent payment obligation, vacates the property, or enters bankruptcy or insolvency proceedings (to the extent permitted under applicable local laws and regulations).
Furthermore, LLP’s main economic activity involves the lease of industrial facilities subject to, among other regulations, the Leases Act ( Ley General de Arrendamientos Urbanos y Suburbanos ) which regulates the obligations and responsibilities of landlords, tenants and other general provisions for the lease agreements.
Furthermore, LPA’s main economic activity involves the lease of industrial facilities subject to, among other regulations, the Leases Act ( Ley General de Arrendamientos Urbanos y Suburbanos ) which regulates the obligations and responsibilities of landlords, tenants and other general provisions for the lease agreements.
Judicial decisions regarding land ownership, property rights, contractual disputes, and environmental issues can also have significant implications for the sector. The Colombian Civil Code regulates the real estate industry, and therefore LLP’s operations in Colombia.
Judicial decisions regarding land ownership, property rights, contractual disputes, and environmental issues can also have significant implications for the sector. The Colombian Civil Code regulates the real estate industry, and therefore LPA’s operations in Colombia.
There is no specific branch of the Colombian government that governs the regulation of real estate, hence everything that concerns real estate is governed by the general principles of civil law of Colombia. LLP’s lease agreements are governed by financial and banking laws of Colombia.
There is no specific branch of the Colombian government that governs the regulation of real estate, hence everything that concerns real estate is governed by the general principles of civil law of Colombia. LPA’s lease agreements are governed by financial and banking laws of Colombia.
We focus on Class A logistics facilities and target properties for development and acquisition in major population centers with established infrastructure. We pursue development projects by leveraging our existing portfolio of strategic land positions.
We focus on Class A logistics facilities and target properties for development and acquisition in major industrial centers with established infrastructure. We pursue development projects by leveraging our existing portfolio of strategic land positions.
LLP is also subject to urban planning regulations in Colombia, which consist of a set of legal regulations and provisions aimed at organizing the development of urban and rural areas in the country.
LPA is also subject to urban planning regulations in Colombia, which consist of a set of legal regulations and provisions aimed at organizing the development of urban and rural areas in the country.
We pursue attractive development projects by leveraging our existing portfolio of strategic land positions to support our expansion strategy. We target locations that meet our investment criteria and support our multinational and regional tenant base, typically by developing assets that are specifically designed to meet their needs.
Properties Under Development . We pursue development projects by leveraging our existing portfolio of strategic land positions to support our expansion strategy. We target locations that meet our investment criteria and support our multinational and regional tenant base, typically by developing assets that are specifically designed to meet their needs.
The following table sets forth the information on our largest tenants for the year ended as of December 31, 2023.
The following table sets forth the information on our largest tenants for the year ended as of December 31, 2024.
As of December 31, 2023, occupancy of our operating portfolio was 100.0% and approximately 78.5% of our assets under development (by GLA) were pre-leased, which significantly mitigates our development risk. We target average yields-on-cost, which we define as Cash NOI to aggregate estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets trade.
As of December 31, 2024, occupancy of our operating portfolio was 98.3% and approximately 100.0% of our assets under development (by GLA) were pre-leased, which significantly mitigates our development risk. We target average yields-on-cost, which we define as Cash NOI to aggregate estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets trade.
As of December 31, 2023, approximately 67% of our leases were secured by guarantees or other credit support mechanisms. We maintain standard procedures to manage our past due rent portfolio and doubtful accounts, which vary based on the amount of the receivable, period outstanding and other considerations.
As of December 31, 2024, approximately 64% of our leases were secured 55 by guarantees or other credit support mechanisms. We maintain standard procedures to manage our past due rent portfolio and doubtful accounts, which vary based on the amount of the receivable, period outstanding and other considerations.
The following table contains a breakdown of our tenants’ use for the year ended December 31, 2023.
The following table contains a breakdown of our tenants’ use for the year ended December 31, 2024.
The following table shows our stabilized occupancy rates as of December 31, 2023, December 31, 2022 and 2021.
The following table shows our stabilized occupancy rates as of December 31, 2024, 2023 and 2022.
Although we have not entered into any material contracts or agreements with respect to the development of these reserves, we routinely conduct licensing and permitting activities to explore and preserve our options with respect to them. The table below sets forth our land reserves and development potential, as of December 31, 2023 and December 31, 2022, respectively.
Although we have not entered into any material contracts or agreements with respect to the development of these reserves, we routinely conduct licensing and permitting activities to explore and preserve our options with respect to them. The tables below set forth our land reserves and development potential, as of December 31, 2024 and 2023, respectively.
Environmental, Social and Governance Matters Our mission is to provide logistics and industrial real estate solutions that enable the most efficient distribution of goods for a more environmentally conscious society. Sustainability is a key part of the core of our corporate culture, and we design our assets to minimize their environmental impact to enable our tenants achieve their sustainability goals.
Environmental and Governance Matters Our mission is to provide logistics and industrial real estate solutions that enable the most efficient distribution of goods for a more environmentally conscious society. Environmental sustainability is fundamental to our corporate culture, and we design our assets to minimize their environmental impact to enable our tenants to achieve their environmental sustainability objectives.
Stabilized Portfolio . The table below sets forth information regarding our real estate portfolio of stabilized assets as of and for the year ended December 31, 2023 and year ended December 31, 2022 , respectively.
The table below sets forth information regarding our real estate portfolio of stabilized assets as of and for the years ended December 31, 2024 and 2023, respectively.
Tenant Industry Country Share of Total Rental Revenue Alicorp Consumer Goods Peru 6.9 % Pequeño Mundo Other Retail Costa Rica 6.3 % Kuehne+Nagel Third-Party Logistics Colombia and Peru 5.7 % Natura Consumer Goods Peru and Costa Rica 5.3 % PriceSmart Other Retail Costa Rica 4.7 % Farmanova Other Retail Costa Rica 4.2 % Rex Cargo Third-Party Logistics Costa Rica 3.9 % Indurama Consumer Goods Peru 3.9 % Expeditors Third-Party Logistics Costa Rica 3.6 % Grupo Vargas Other Retail Costa Rica 3.0 % For the year ended December 31, 2022, our ten largest tenants accounted for less than half of our rental income.
Tenant Industry Country Share of Total Rental Revenue Kuehne & Nagel Third-Party Logistics Colombia and Peru 7.0 % Alicorp Consumer Goods Peru 6.8 % Pequeño Mundo Other Retail Costa Rica 6.1 % Natura Consumer Goods Peru and Costa Rica 4.8 % PriceSmart Other Retail Costa Rica 4.4 % Farmanova Other Retail Costa Rica 3.9 % Indurama Consumer Goods Peru 3.5 % Rex Cargo Third-Party Logistics Costa Rica 3.4 % CEVA Third-Party Logistics Costa Rica 3.4 % Samsung Consumer Goods Costa Rica 3.3 % For the year ended December 31, 2023, our ten largest tenants accounted for less than half of our rental income.
Our weighted average remaining lease term as of December 31, 2023 was 5.3 years, and nearly 80% of our rental revenue for the year ended December 31, 2023 was denominated in U.S. dollars. 48 For the year ended December 31, 2023, our ten largest tenants accounted for less than half of our rental income.
Our weighted average remaining lease term as of December 31, 2024 was 5.1 years, and approximately 80% of our rental revenue for the year ended December 31, 2024 was denominated in U.S. dollars. For the year ended December 31, 2024, our ten largest tenants accounted for less than half of our rental income.
Operating and Financial Review and Prospects — Operating Results.” Regulation We are subject to laws, ordinances and regulations relating to, among other things, taxes, environmental matters, labor, equal opportunity, construction, occupational health and safety, civil and consumer protection and general building and zoning requirements in the various jurisdictions in which we operate.
Information on the Company — Properties, Plants and Equipment” and “Item 5.A Operating and Financial Review and Prospects — Operating Results.” Regulation We are subject to laws, ordinances and regulations relating to, among other things, taxes, environmental matters, labor, equal opportunity, construction, occupational health and safety, civil and consumer protection and general building and zoning requirements in the various jurisdictions in which we operate.
As of December 31, 2023, nineteen of our operating net lease receivables were outstanding for more than 90 days, totaling to an amount of less than $0.83 million. 50 Development and Acquisition Activities We actively develop logistics properties, analyze potential acquisitions of new land and building assets, and evaluate potential joint venture arrangements.
As of December 31, 2024, operating lease receivables from ten leases were past due for more than 90 days, totaling to an amount of less than $0.9 million. Development and Acquisition Activities We actively develop logistics properties, analyze potential acquisitions of new land and building assets, and evaluate potential joint venture arrangements.
Tenant Industry Country Share of Total Rental Revenue Kuehne+Nagel Third-Party Logistics Colombia and Peru 6.3 % Alicorp Consumer Goods Peru 6.8 % Grupo Exito Other Retail Colombia 4.2 % Pequeño Mundo Other Retail Costa Rica 7.6 % Natura Consumer Goods Peru and Costa Rica 6.4 % Samsung Consumer Goods Peru 3.4 % Pricesmart Other Retail Costa Rica 5.9 % Indurama Consumer Goods Peru 3.9 % Ceva Third-Party Logistics Colombia 0.7 % Rex Cargo Third-Party Logistics Costa Rica 4.1 % We estimate that over 90% of our Leased GLA as of December 31, 2023 and December 31, 2022 served logistics needs for our tenants.
The following table sets forth the information on our largest tenants for the year ended December 31, 2023. 53 Tenant Industry Country Share of Total Rental Revenue Alicorp Consumer Goods Peru 6.9 % Pequeño Mundo Other Retail Costa Rica 6.3 % Kuehne+Nagel Third-Party Logistics Colombia and Peru 5.7 % Natura Consumer Goods Peru and Costa Rica 5.3 % PriceSmart Other Retail Costa Rica 4.7 % Farmanova Other Retail Costa Rica 4.2 % Rex Cargo Third-Party Logistics Costa Rica 3.9 % Indurama Consumer Goods Peru 3.9 % Expeditors Third-Party Logistics Costa Rica 3.6 % Grupo Vargas Other Retail Costa Rica 3.0 % We estimate that over 90% of our Leased GLA as of December 31, 2024 and December 31, 2023 served logistics needs for our tenants.
As of December 31, 2023, we were developing four buildings across our markets, with expected GLA of nearly seven hundred thousand square feet. The table below sets forth our portfolio of development assets as of December 31, 2023.
As of December 31, 2024, we were developing two buildings across our markets, with an expected total GLA of 421,321 square feet. The table below sets forth our portfolio of development assets as of December 31, 2024.
(2) As of the date of issuance of this Form 20-F, stabilization for these properties in Peru were achieved. Land Reserves . We intend to develop our land reserves over time based on our evaluation of the opportunities these reserves present, supply and demand and other market conditions, and the cost and availability of capital, among other factors.
We intend to develop our land reserves over time based on our evaluation of the opportunities these reserves present, supply and demand and other market conditions, and the cost and availability of capital, among other factors.
Occupancy rate As of December 31, 2023 2022 2021 Costa Rica 100.0 % 99.2 % 96.0 % Colombia 100.0 % 100.0 % 100.0 % Peru 100.0 % 100.0 % 100.0 % Aggregate stabilized portfolio 100.0 % 99.6 % 97.9 % 49 Our Leases As of December 31, 2023, we had 77 leases in place.
Occupancy rate As of December 31, 2024 2023 2022 Costa Rica 99.4 % 100.0 % 99.2 % Colombia 100.0 % 100.0 % 100.0 % 54 Peru 94.8 % 100.0 % 100.0 % Aggregate stabilized portfolio 98.3 % 100.0 % 99.6 % Our Leases As of December 31, 2024, we had 91 leases in place.
The following table sets forth the expiration profile of our lease portfolio as of December 31, 2023: Rent under our lease accrues monthly and is adjusted annually for inflation based on a consumer price index (“ CPI ”) or by a contractual percentage rate.
The following table sets forth the expiration profile of our occupied lease portfolio as of December 31, 2024: Rent under our leases typically accrues monthly and is adjusted annually for inflation based on a CPI or by a contractual percentage rate. Our tenants are typically responsible for the costs of improvements and structural modifications needed to tailor the facilities.
From a Return-on-Equity, or ROE, perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner with fee-paying local partners through joint ventures.
As discussed above, for our development activities, we target average yields-on-cost that are 200 to 300 basis points above our estimates of where similar stabilized assets trade. From a ROE perspective, we target mid-to-high teens returns when we retain full ownership of the properties, and potentially higher returns when we partner with fee-paying local partners through joint ventures.
Location Total Land Reserves % of Total Land Reserves Appraisal Value as of December 31, 2023 Estimated GLA to be Developed (acres) (%) (USD) (sq ft) Costa Rica - - % $ - - Colombia 50.6 56.3 % $ 619,976 101,284 Peru 39.2 43.7 % $ 24,100,447 81,571 Location Total Land Reserves % of Total Land Reserves Appraisal Value as of December 31, 2022 Estimated GLA to be Developed (acres) (%) (USD) (sq ft) Costa Rica 8.0 7.3 % $ 6,155,000 168,208 Colombia 50.6 46.2 % $ 16,394,722 1,090,211 Peru 51.0 46.5 % $ 7,190,000 1,202,988 Our Tenants We have developed longstanding relationships with our well-diversified tenant base of leading multinational and regional companies.
Location Total Land Reserves % of Total Land Reserves Fair Market Value as of December 31, 2024 Estimated GLA to be Developed (acres) (%) (USD) (sq ft) Colombia 50.6 62.1 % $ 23,851,330 1,090,211 Peru 30.9 37.9 % $ 16,691,019 670,322 Location Total Land Reserves % of Total Land Reserves Fair Market Value as of December 31, 2023 Estimated GLA to be Developed (acres) (%) (USD) (sq ft) Colombia 50.6 56.3 % $ 24,100,446 1,090,211 Peru 40.5 43.7 % $ 619,976 878,022 Our Tenants We have developed longstanding relationships with our well-diversified tenant base of leading multinational and regional companies.
LPA is in the process of de-listing the LLP ordinary shares in Colombia. 44 Our operations in Costa Rica must comply with a series of laws and regulations related to its economic activities. Our corporate structure includes various Costa Rican subsidiaries that must comply with corporate obligations such as tax payments, filings of declarations and additional compliance matters.
Our corporate structure includes various Costa Rican subsidiaries that must comply with corporate obligations such as tax payments, filings of declarations and additional compliance matters.
As of December 31, 2023, only one of our leases, the Grupo Vargas lease at our LLP Coyol III project, includes a purchase option on the property. We have established rigorous tenant selection criteria, including minimum eligibility standards. We evaluate applicants based on their financial capacity and that of their guarantors, among other factors.
We believe this investment responsibility increases our tenants' switching costs and leads to strong occupancy rates for our properties. As of December 31, 2024, only one of our leases included a purchase option on the property. We have established rigorous tenant approval criteria. We evaluate applicants based on their financial capacity and that of their guarantors, among other factors.
Total Expected Investment Investment to Date Estimated Project GLA Land and Infrastructure Shell (1) Total Land and Infrastructure Shell (1) Total Leased Stabilization Date (sq ft) (USD in thousands) (USD in thousands) (%) Costa Rica 157,692 $ 5,798 $ 7,276 $ 13,074 $ 3,623 $ 4,567 $ 8,190 68.6 % June 2024 Colombia - $ - $ - $ - $ - $ - $ - - - Peru 512,299 $ 17,731 $ 17,178 $ 34,909 $ 15,001 $ 10,156 $ 25,157 81.5 % April 2024 (2) (1) A shell is generally comprised of the primary structure, the building envelope (roof and façade), and related mechanical and supply systems including electricity, water and drainage.
Total Expected Investment Investment to Date Estimated Stabilization Date (2) Project GLA Land and Infrastructure Shell (1) Total Land and Infrastructure Shell (1) Total Leased (sq ft) (USD in thousands) (USD in thousands) (%) Peru 421,321 $ 22,100 $ 15,700 $ 37,800 $ 11,838 $ 10,254 $ 22,092 100.0 % November 2025 (1) A shell is generally comprised of the primary structure, the building envelope (roof and façade), and related mechanical and supply systems including electricity, water and drainage.
This includes the Urban Land Use Plans (POT) that define land use zones, density and building height regulations, as well as regulations on land use, construction standards, and permit acquisition procedures. C. Organizational structure The following diagram illustrates the structure of LPA as of the date hereof. 45 D.
This includes the Urban Land Use Plans (POT) that define land use zones, density and building height regulations, as well as regulations on land use, construction standards, and permit acquisition procedures. Since May 4, 2021, LLP was registered in the RNVE, managed by the SFC and with the BVC.
Property, plants, and equipment Our Properties Our properties consist of stabilized assets (which we define as properties that have reached GLA occupancy of approximately 90% in relation to the total GLA of such property or that have been completed for more than one year, whichever occurs first), properties that are in the development phase, and the land reserves we own or control.
Organizational structure The following diagram illustrates the structure of LPA as of the date hereof. 50 D. Property, plants, and equipment Our Properties Our properties consist of stabilized assets, properties that are in the development phase, and the land reserves we own or control. Stabilized Portfolio .
We determine the type of coverage and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. That coverage typically includes property damage and rental loss insurance resulting from perils such as fire, windstorm, flood, and commercial general liability insurance.
We determine coverage types, policy specifications and limits based on our assessment of property ownership and market-specific operational risks. Our insurance coverage encompasses property damage, rental loss protection and commercial general liability insurance, protecting against perils including but not limited to fire, windstorm, flood, and commercial general liability insurance. See “ Item 3.D. Key Information — Risk Factors ”.
Removed
Item 4.D. Properties, Plants and Equipment” and “Item 5.A.
Added
See “ Risk Factors – Regulatory, Legal and Tax Factors Affecting Us – Our operations are subject to extensive governmental regulations across multiple jurisdictions, which could materially affect our business operations and financial performance." Our operations in Costa Rica must comply with a series of laws and regulations related to its economic activities.
Removed
See “ Risk Factors –Regulatory, Legal and Tax Factors Affecting Us –We are subject to governmental regulations.” LLP has been registered in the Registro Nacional de Valores y Emisores (“ RNVE ”) managed by the SFC since April 23, 2021, and with the Colombian Stock Exchange (“ BVC ”) since May 4, 2021.
Added
On June 19, 2024, the SFC agreed to cancel the registration of LLP and its shares on the RNVE, effective June 24, 2024, in response to LLP's request for delisting from the BVC, submitted on May 20, 2024, and as approved by the BVC on June 14, 2024. 49 C.
Removed
There are currently 168,142,740 LLP ordinary shares listed in Colombia. As a consequence of its status as an issuer of securities in Colombia, LLP is under the supervision of the SFC, and subject to the SFC’s obligations for registered issuers.
Added
(2) Parque Logistico Callao Building 300B is expected to be Stabilized in November 2025. Parque Logistico Callao Building 100 has Stabilized as of January 2025. 52 Land Reserves .
Removed
The main SFC obligations that LLP is subject to are filing quarterly and annual reports, including an annual corporate governance report, filing quarterly and annual financial information, disclosing any material information to the SFC upon occurrence of such event, and filing certain forms regarding its shareholders, beneficial owners and general financial information with the SFC.
Added
Tenant use Rental Revenue Share of Total Rental Revenue Share of Total Leased GLA Consumer Goods $ 15,525,344 35.6 % 40.5 % Third-Party Logistics $ 11,172,475 25.6 % 27.6 % Other Retail $ 13,246,467 30.4 % 25.3 % The following table contains a breakdown of our tenants’ use for the year ended December 31, 2023.
Removed
The following table sets forth the information on our largest tenants for the year ended December 31, 2022.
Added
Item 5: Operating and Financial Review and Prospects The following discussion and analysis of the financial condition and results of operations should be read together with our Audited Consolidated Financial Statements as of December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024, 2023 and 2022, together with related notes thereto (the “Audited Consolidated Financial Statements”), and the rest of our Annual Report on Form 20-F for the year ended December 31, 2024.
Removed
Our tenants are typically responsible for the costs of improvements and structural modifications needed to tailor the facilities. We believe this investment responsibility increases our tenants switching costs and leads to strong occupancy rates for us.
Added
The Audited Consolidated Financial Statements have been prepared in accordance with IFRS, as issued by the IASB. The following discussion contains forward-looking statements. A. Operating Results Revenue We generate revenue through investment property rental income and development fees. Investment property rental income primarily consists of rental payments from tenants through operating lease agreements.
Removed
For our development activities, we target average yields-on-cost, which we define as Cash NOI to total estimated investment, that are 200 to 300 basis points above our estimates of where similar stabilized assets trade.
Added
Our leases with tenants (customers) are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term.
Removed
See “ Item 3.D. Key Information — Risk Factors ”. 51
Added
Rental income is recognized under the requirements of IFRS 16, Leases (“IFRS 16”) and revenue on the non-lease components is recognized under the requirements of IFRS 15, Revenue from Contracts with Customers (“IFRS 15”). This is included as rental revenue in our consolidated statements of profit or loss and comprehensive income (loss).
Added
Development fees are determined in accordance with the terms specified on each arrangement with customers. The fees are recognized as revenue when they are earned under the agreements with customers. They are included in other revenue in our consolidated statements of profit or loss and comprehensive income (loss).
Added
Investment property operating expense Investment property operating expense includes the direct operating expenses of the property such as repairs and maintenance, utilities, insurance, property management costs, real estate taxes, expected credit loss, among others. The majority of the property operating expenses can be recovered through the rental recoveries charged to tenants.
Added
General and administrative expense General and administrative expense includes personnel costs, including salaries, bonuses, employee benefits, director fees, and share-based payments expenses, operating costs of the business support functions, including finance and accounting, legal, human resources, administrative, as well as service and professional fees, office expenses, and bank service charges.
Added
Listing expense Listing expense is recognized upon consummation of the Business Combination in accordance with IFRS 2, Share-based Payment ("IFRS 2"), representing the difference in the fair value of the shares deemed to have been issued by the accounting acquirer and the fair value of the accounting acquiree’s identifiable net assets, which represents a service received by the accounting acquirer.
Added
See Note 4 of the Audited Consolidated Financial Statements for more details. 57 Investment property valuation gain Investment property valuation gain is the investment properties’ change in fair value. The valuation analysis is performed by an independent external firm, which determines the fair market value of the investment properties.
Added
The fair market value of an investment property depends on the type of property. We hold operating properties, properties under development, and land. Interest income from affiliates Interest income from affiliates mainly consists of interest generated by issuing notes to related parties and key personnel.
Added
The main terms of the notes are payment of the balance at maturity including interest receivable, the possibility of early payments without penalty, guarantees over ordinary shares, and promissory notes. Financing costs Financing costs consists of interest expense, debt modification or extinguishment costs, costs of raising debt, and amortization expense of deferred financing costs.
Added
These costs include various fees and charges associated with the process of issuing debt, refinancing the debt, and other fees and commissions paid to third parties involved in the financing process. Interest expense represents the interest costs incurred through mortgage loans and bridge loans.
Added
Debt modification or extinguishment gain or loss is incurred when a company modifies or terminates its debt terms before the scheduled maturity date.
Added
Net foreign currency (loss) gain Net foreign currency (loss) gain consists of the net profit or loss generated through the settlement of monetary items or the translation of monetary items at rates different from those at which they were translated upon initial recognition.
Added
Gain (loss) on sale of investment properties Gain (loss) on sale of investment property consists of profit or loss recognized through disposal of our investment properties. The properties are carried at fair value prior to disposal.
Added
Disposals of our properties require a deduction of the cost of selling the property from the fair value price, which may result in a gain or loss on the sale. Gain on disposition of asset held for sale Gain on disposition of investment property consists of profit or loss recognized through disposal of our held-for-sale investment properties.
Added
The properties are carried at fair value prior to disposal. Disposals of our properties require a deduction of the cost of selling the property from the fair value price, which may result in a gain on the sale.
Added
Other income Other income consists of interest income from certificates of deposit and bank accounts as well as installment payment receivables from the sale of investment properties, income in connection with certain lock-up release agreements that we entered into with certain non-affiliated shareholders in June 2024 (the “Lock-Up Release Agreements”), and other miscellaneous income.
Added
Other expenses Other expenses consists of transaction-related costs in connection with the Business Combination, fees in connection with the Lock-Up Release Agreements, loss on disposition of property and equipment, and other miscellaneous expenses. Income tax expense Income tax expense refers to the amount of tax owed to the relevant tax authority. Income tax expense comprises of current and deferred tax.
Added
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted as of the reporting date, and any adjustments to tax payable in respect of previous periods.
Added
Deferred tax is recognized using the balance sheet liability method in accordance with IAS 12, Income taxes ("IAS 12") on taxable temporary differences between the tax base and the accounting base of items included in our consolidated statement of financial position. 58 Our Segments Our three reportable segments are the geographic regions we operate in, Colombia, Peru and Costa Rica.
Added
The three geographic segments primarily derive revenue from various operating leases with customers for the rental of warehouses. Our portfolio is strategically located within key trade and logistics corridors in the capital cities of Costa Rica, Colombia and Peru to conduct commercial operations.
Added
Costa Rica: As of December 31, 2024, Costa Rica is our largest operating segment, with 19 operating properties, holding Operating GLA of 2.5 million square feet. Colombia: As of December 31, 2024, Colombia has 5 operating properties and holds Operating GLA of 1.3 million square feet with land reserves of 50.6 acres.
Added
Peru: As of December 31, 2024, Peru has 6 operating properties and holds an Operating GLA of 1.4 million square feet and land reserves of 30.9 acres.
Added
Revenue by segment Management analyzes revenue by comparing actual monthly revenue to internal projections and prior periods across the operating segments in order to assess performance, identify potential areas for improvement, and determine whether the segments are meeting management’s expectations.
Added
Segment Net Operating Income (NOI) Management defines NOI as revenue without other revenue (which primarily relates to development fee revenue) less investment property operating expense.
Added
Management uses NOI by segment to assess financial performance at the segment level. 59 Results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023 The results of operations presented below should be reviewed in conjunction with our Audited Consolidated Financial Statements.
Added
The following table presents information from our consolidated statements of profit or loss and other comprehensive income (loss) for the years ended December 31, 2024 and 2023 : For the years ended December 31, 2024 2023 $ Change % Change REVENUE Colombia $ 8,701,738 $ 8,038,441 $ 663,297 8.3 % Peru 10,926,297 9,260,197 1,666,100 18.0 % Costa Rica 23,953,313 22,029,141 1,924,172 8.7 % Unallocated revenue 281,024 108,564 172,460 158.9 % Total revenues 43,862,372 39,436,343 4,426,029 11.2 % Investment property operating expense Colombia (1,113,871) (989,404) (124,467) 12.6 % Peru (2,663,723) (1,476,086) (1,187,637) 80.5 % Costa Rica (3,196,940) (2,677,460) (519,480) 19.4 % Total investment property operating expense (6,974,534) (5,142,950) (1,831,584) 35.6 % General and administrative (15,626,057) (8,508,862) (7,117,195) 83.6 % Listing expense (44,469,613) — (44,469,613) NM Investment property valuation gain 32,347,462 20,151,026 12,196,436 60.5 % Interest income from affiliates 302,808 664,219 (361,411) (54.4 %) Financing costs (22,642,028) (31,111,064) 8,469,036 (27.2 %) Net foreign currency (loss) gain (104,129) 284,706 (388,835) NM Gain (loss) on sale of investment properties — 1,165,170 (1,165,170) NM Gain on disposition of asset held for sale — 1,022,853 (1,022,853) NM Other income 12,616,888 307,822 12,309,066 NM Other expenses (9,177,160) (6,132,636) (3,044,524) 49.6 % Profit (loss) before taxes (9,863,991) 12,136,627 (22,000,618) NM Income tax expense (9,562,060) (4,980,622) (4,581,438) 92.0 % PROFIT (LOSS) FOR THE YEAR $ (19,426,051) $ 7,156,005 $ (26,582,056) NM NM - Not meaningful Revenue: Revenue increased by $4.4 million, or 11.2%, to $43.8 million for the year ended December 31, 2024 from $39.4 million for the year ended December 31, 2023.
Added
The increase was attributable to the additional rental revenue of $3.6 million primarily from the Stabilization of three buildings during the year ended December 31, 2024, including two in Peru and one in Costa Rica.
Added
In addition, the Company had a $1.9 million increase in revenue associated with positive rental rate growth, resulting from higher rental rates upon lease rollovers or contractual rent increases on existing leases. There was also a $0.4 million increase attributed to the currency translation effects of leases denominated in Colombian pesos, along with a $0.2 million increase in other revenues.
Added
The increase was partially offset by decreases in revenue of $0.9 million and $0.8 million, due to the sale of a building during the prior year, and vacancies in existing spaces during the current year that were previously occupied in the prior year, respectively.
Added
Colombia – Rental revenue increased by $0.6 million, or 8.3%, to $8.7 million for the year ended December 31, 2024 from $8.1 million for the year ended December 31, 2023.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+463 added−255 removed0 unchanged
Biggest changeWe also obtained a waiver for the covenant breaches, which waives compliance with the debt service coverage ratio through December 31, 2023, after which the next debt service coverage ratio compliance testing date will be in June 2024.
Biggest changeThe Bancolombia waiver was effective through December 31, 2023.We obtained additional waivers relating to compliance with the debt service coverage ratio as required by our loan covenants with Bancolombia for the assessment on June 30, 2024 and December 31, 2024. The next testing period for the covenants will occur on June 30, 2025.
As of December 31, 2022 we did not comply with certain financial covenants for non-recourse loans with the financial institutions of Banco Davivienda, Bancolombia and ITAÚ Corpbanca; however we obtained waivers or refinanced those debt agreements.
As of December 31, 2022, we were not in compliance with certain debt covenants set forth in our loan agreements with Banco Davivienda, Bancolombia and ITAÚ.
Removed
Item 5: Operating and Financial Review and Prospects In this section, the terms “we,” “us,” “our,” and “the Company” refers to Latam Logistics Properties, S.A. and its consolidated subsidiaries. A. Operating Results Revenue We generate revenue through investment property rental income and development fees. Investment property rental income primarily consists of rental payment from tenants through operating lease agreements.
Added
Item 5.B. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Debt .” We may from time to time incur additional indebtedness to finance strategic acquisitions, investments or joint ventures, or for other purposes.
Removed
Our leases qualify as operating leases, and we transfer the right of use of the property and the related services to the lessee on a straight-line basis. This is included as rental revenue on our consolidated statements of profit or loss and comprehensive loss. Development fees are determined in accordance with the terms specified on each arrangement with customers.
Added
Although our bylaws do not currently contain any provisions that establish debt ratios or limitations on the incurrence of debt, any debt issued through bonds requires approval at our general shareholders’ meeting. Additionally, certain agreements we have entered into or may enter into in the future may establish limitations on our ability to incur debt, including approval from our shareholders.
Removed
The fees are recognized as revenue when they are earned under the agreement with customers. This is included in other revenue in our consolidated statements of profit or loss and comprehensive loss.
Added
If we incur additional indebtedness or renegotiate the terms of our existing loans and credit facilities, our financial obligations may increase significantly and our ability to service our debt may be adversely affected.
Removed
Investment property operating expense Investment property operating expense primarily includes the direct operating expenses of the property such as repairs and maintenance, property taxes, insurance, and utilities, among others. Property operating expenses are mostly recovered through the rental recoveries charged to the tenants.
Added
In addition, we may be subject to risks related to our financing in the form of debt instruments, including the risk that our cash flow may not be sufficient to meet our scheduled payments of principal and interest, the risk that we may be unable to refinance our debt (particularly as a result of our failure to renegotiate terms with large numbers of investors) and the risk that our level of indebtedness may increase our vulnerability to economic or industry downturns, placing us at a disadvantage compared to other competitors that are less leveraged.
Removed
General and administrative expense General and administrative expenses include personnel and related operating costs of the business support functions, including finance and accounting, legal, human resources, administrative, as well as services and professional fees, office expenses, and bank service charges. Investment property valuation gain Investment property valuation gain is the investment properties’ change in fair value.
Added
Our debt service obligations may also limit our flexibility to anticipate or react to changes in the real estate industry or the business environment generally, including by incurring additional debt to take advantage of attractive opportunities.
Removed
The valuation analysis is performed by an external firm, which determines the fair market value of the investment properties. The fair market value of an investment property depends on the type of property. We hold operating properties, properties under development, and land.
Added
Our failure to comply with the financial and other restrictive covenants in the agreements that govern our indebtedness would constitute an event of default that, unless cured or waived, would result in our failure to service our indebtedness and the foreclosure on the properties securing our 18 obligations.
Removed
Interest income from affiliates Interest income from affiliates mainly consists of interest generated by issuing notes to related parties and key personnel.
Added
Moreover, our reputation could be damaged and/or our business harmed if we are viewed as developing properties that fail to meet their financial obligations, suffer sustained losses on investments made, default on a significant level of loans or experience significant foreclosure of our properties.
Removed
The main terms of the notes are payment of the balance at maturity including interest receivable, the possibility of early payments without penalty, guarantees over ordinary shares, and promissory notes. 52 Financing costs Financing costs consist of interest expense, debt modification or extinguishment costs, costs of raising debt, and amortization expense of deferred financing costs.
Added
If any of these risks were to materialize, our business, financial condition and results of operations could be materially and adversely affected. The agreements governing our existing indebtedness include financial and other covenants that impose limitations on our ability to pursue certain business opportunities or to take certain actions.
Removed
These costs include various fees and charges associated with the process of issuing debt, refinancing the debt, and other fees and commissions paid to third parties involved in the financing process. Debt modification or extinguishment gain or loss is incurred when a company modifies or terminates its debt terms before the scheduled maturity date.
Added
The agreements governing our existing indebtedness, or any future indebtedness we incur, include or are likely to include financial and other covenants that impose limitations on our ability to: • incur additional indebtedness; • repay our debts prior to their stated maturities; • create or incur additional liens; • divest assets when they are subject to collateral restrictions; • transfer or sell certain assets or merge or consolidate with other entities; • implement mergers, spin-offs or business reorganizations of our business; • enter into certain transactions with affiliates; • sell shares in our subsidiaries and/or enter into joint ventures; and • take certain other corporate actions that would otherwise be desirable.
Removed
Interest expense represents the interest costs incurred through mortgage loans and bridge loans. Net foreign currency gain Net foreign currency consists of the net profit or loss generated through the settlement of monetary items or the translation of monetary items at rates different from those at which they were translated upon initial recognition.
Added
These limitations may adversely affect our ability to finance our future operations, address our capital requirements or pursue available business opportunities. Our breach of any of these covenants would constitute an event of default that could give rise to the termination of the relevant agreement and the acceleration of our payment obligations.
Removed
The settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition. Gain (loss) on sale of investment property Gain (loss) on sale of investment property consists of profit or loss recognized through disposal of our held-for-sale investment properties. The properties are carried at fair value prior to disposal.
Added
In such event, our lenders could declare immediately due and payable the outstanding principal amount of and accrued interest on our debt obligations and other fees, and could take collateral enforcement actions (including foreclosing on our assets). Any of these events could force us to enter reorganization proceedings or file for bankruptcy, which would materially and adversely affect our business.
Removed
Disposals of our properties require a deduction of the cost of selling the property from the fair value price, which may result in a loss on the sale. Gain on sale of asset held for sale Gain on sale of investment property consists of profit or loss recognized through disposal of our held-for-sale investment properties.
Added
We have previously breached covenants under our loan agreements and obtained waivers for such breaches. If we are unable to comply with our debt covenants in the future, we may continue to seek waivers from applicable lenders, which may not be granted.
Removed
The properties are carried at fair value prior to disposal. Disposals of our properties require a deduction of the cost of selling the property from the fair value price, which may result in a gain on the sale. Other income Other income consists of interest income and gain or loss on the sale of fixed assets.
Added
Since the liabilities were payable on demand as of December 31, 2022, and we did not have the right to defer our settlement for at least twelve months after that date, we reclassified the debt balance with Banco Davivienda, Bancolombia and ITAÚ totaling $87,366,478 to be current liabilities as of December 31, 2022.
Removed
Other expenses Other expenses consist of transaction-related costs, losses on the disposition of fixed assets, and legal provision expenses. Income tax expense Income tax expense refers to the amount of tax owed to the relevant tax authority. Income tax on the profit comprises current and deferred tax.
Added
We received waivers for the requirement to comply with the Banco Davivienda and Bancolombia financial covenants on February 17, 2023 and September 25, 2023, respectively. In April 2023, we refinanced our Banco Davivienda debt, thereby relieving any covenant requirement with that lender.
Removed
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted as of the reporting date, and any adjustments to tax payable in respect of previous periods.
Added
The current interest rate environment in Colombia could result in further covenant breaches and require further covenant waivers from financial institutions. No assurance can be provided that any such waivers will be obtained.
Removed
Deferred tax is recognized using the balance sheet liability method in accordance with IAS 12 on taxable temporary differences between the tax base and the accounting base of items included in our consolidated statement of financial position. Our Segments Our three reportable segments are the geographic regions we operate in, Colombia, Peru and Costa Rica.
Added
Any default by us under our existing credit agreements that is not waived by the applicable lenders could materially adversely impact our results of operations and financial position, make it more difficult to obtain future financing and adversely impact our investors and business prospects.
Removed
The three geographic segments primarily derive revenue from various operating lease agreements with customers for the rental of warehouses. Our portfolio is strategically located within key trade and logistics corridors in the capital cities of Costa Rica, Colombia and Peru to conduct commercial operations.
Added
Certain provisions within our lease agreements may be deemed legally unenforceable in the jurisdictions where we operate, potentially limiting our contractual rights and remedies. 19 All of our leases are governed by Colombian, Costa Rican, and Peruvian law, as applicable.
Removed
Costa Rica: As of December 31, 2023, Costa Rica is our largest operating segment, with 18 buildings and holding an Operating GLA of 2.4 million square feet. Colombia: As of December 31, 2023, Colombia has 5 buildings and holds an Operating GLA of 1.3 million square feet with a land reserve of 50.6 acres.
Added
While some of our leases in Costa Rica provide that the tenant will not be entitled to rent withholding in the event of damage to or destruction of all or part of the relevant property (which are known as “hell or high water” provisions), under applicable law, the tenant will not accrue rent until repairs are made or may request a rent abatement equal to the percentage of the property that became damaged or destroyed.
Removed
Peru: As of December 31, 2023, Peru has 5 buildings and holds an Operating GLA of 1.0 million square feet with a land reserve of 39.2 acres. 53 Revenue by segment Our management analyzes revenue by comparing actual monthly revenue to internal projections and prior periods across the operating segments in order to assess performance, identify potential areas for improvement, and determine whether the segments are meeting management’s expectations.
Added
Our leases in Peru and Colombia do not include hell or high water provisions, and instead provide that in extraordinary situations, tenants may suspend rent payments for as long as the extraordinary situation results in the inability to use the leased property.
Removed
Segment Net Operating Income (NOI) Our management defines NOI as revenue without other revenue (which primarily relates to development fee revenue) less investment property operating expense. Our management uses NOI by segment to assess financial performance at the segment level.
Added
Furthermore, if the extraordinary situation makes the use of the leased property permanently or definitively impossible, the tenant may invoke the termination of the contract. Additionally, some or all of our leases are subject to arbitration provisions.
Removed
Results of Operations for the year ended December 31, 2023 compared to the year ended December 31, 2022 The results of operations presented below should be reviewed in conjunction with our audited consolidated financial statements as of and for the year ended December 31, 2023, filed with this Report.
Added
In those cases, we cannot give any assurance as to whether an arbitrator in the applicable country would uphold the relevant provisions of our leases or find them unenforceable. In the latter event, our rental income would decrease and our business, financial condition, results of operations and prospects could be adversely affected.
Removed
The following table presents information from our consolidated statements of profit or loss for the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 2022 $ Change % Change REVENUE Colombia $ 8,038,441 $ 5,690,569 $ 2,347,872 41.3 % Peru 9,260,197 8,350,957 909,240 10.9 % Costa Rica 22,029,141 17,849,043 4,180,098 23.4 % Other 108,564 92,998 15,566 16.7 % Total revenues 39,436,343 31,983,567 7,452,776 23.3 % Investment property operating expense Colombia (989,404 ) (599,084 ) (390,320 ) 65.2 % Peru (1,476,086 ) (1,288,280 ) (187,806 ) 14.6 % Costa Rica (2,677,460 ) (3,520,075 ) 842,615 (23.9 )% Total investment property operating expense (5,142,950 ) (5,407,439 ) 264,489 (4.9 )% General and administrative (8,508,862 ) (4,609,195 ) (3,899,667 ) 84.6 % Investment property valuation gain 20,151,026 3,525,692 16,625,334 471.5 % Interest income from affiliates 664,219 561,372 102,847 18.3 % Financing costs (31,111,064 ) (11,766,726 ) (19,344,338 ) 164.4 % Net foreign currency gain 284,706 299,762 (15,056 ) (5.0 )% Gain (loss) on sale of investment properties 1,165,170 (398,247 ) 1,563,417 (392.6 )% Gain on sale of asset held for sale 1,022,853 - 1,022,853 100.0 % Other income 307,822 100,127 207,695 207.4 % Other expenses (6,132,636 ) (611,173 ) (5,521,463 ) 903.4 % Profit before taxes 12,136,627 13,677,740 (1,541,113 ) (11.3 )% Income tax expense (4,980,622 ) (2,236,507 ) (2,744,115 ) 122.7 % PROFIT FOR THE YEAR $ 7,156,005 $ 11,441,233 $ (4,285,228 ) (37.5 )% 54 Revenue: Rental revenue increased by $7.5 million, or 23.3%, to $39.4 million for the year ended December 31, 2023 from $32.0 million for the year ended December 31, 2022.
Added
Our insurance coverage may not cover all the risks to which we may have exposure. We carry insurance coverage for our properties against various risks, including general liability, earthquakes, floods and business interruption.
Removed
This was primarily attributable to: ● a $6.9 million increase in rental revenue is primarily attributable to the growth in Occupied GLA, which expanded from 4.3 million square feet as of December 31, 2022 to 4.8 million square feet as of December 31, 2023, representing an 8% increase in GLA increase and $4.8 million of increase in rental revenue.
Added
We determine the type of coverage, and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. That coverage typically includes property damage and rental loss insurance resulting from perils such as fire, windstorm, flood, and commercial general liability insurance.
Removed
Increase in rental revenue is contributed by an increase in rental price per square foot from December 31, 2022 representing an increase of $0.6 million year over year.
Added
We believe our insurance coverage contains the policy specifications and insured limits customarily carried by companies owning similar properties, and taking part in similar business activities in our industry in Costa Rica, Colombia and Peru. We believe our properties are adequately insured.
Removed
Additionally, there were three properties stabilized during the second half of 2022 that had a full year of revenue during the year ended December 31, 2023 representing an increase of $1.5 million in rental revenue during fiscal year 2023.
Added
Certain losses, however, including losses from floods, earthquakes, acts of war, acts of terrorism, riots, pandemics, pollution or environmental matters generally are not insured against or not fully insured against because it is not deemed economically feasible or prudent to do so.
Removed
The increase in Occupied GLA can be attributed to each segment; ● a $0.8 million increase in rental recoveries is primarily due to the increase in rental recovery fees related to common area maintenance and utilities in Colombia, Peru and Costa Rica of $0.3 million, $0.1 million and $0.4 million, respectively, due to the increase in Occupied GLA from the year ended December 31, 2022 Colombia – Revenue in Colombia increased by $2.3 million, or 41.3%, to $8.0 million for the year ended December 31, 2023 from $5.7 million for the year ended December 31, 2022.
Added
If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could experience a significant loss of capital invested and future revenues in these properties and could remain obligated under any recourse debt associated with the property.
Removed
This was primarily attributable to the establishment of two buildings in Colombia which contributed to a total Occupied GLA increase. This increase was partially offset by the decrease in Occupied GLA due to a building being sold in 2023.
Added
Furthermore, we cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates.
Removed
Overall, the total Occupied GLA increased by 0.4 million square feet or 47% as of December 31, 2023 compared with December 31, 2022. In addition, the average rental price per square feet increased by 9% as of December 31, 2023 compared with December 31, 2022.
Added
If we experience a loss that is uninsured or that exceeds insured limits with respect to one or more of our properties or if the insurance companies fail to meet their coverage commitments to us in the event of an insured loss, then we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then we would remain obligated for any financial obligations related to the properties.
Removed
Peru – Revenue in Peru increased by $0.9 million, or 10.9%, to $9.3 million for the year ended December 31, 2023 from $8.4 million for the year ended December 31, 2022. This was primarily attributable to the average rental price per square feet increasing by 17% as of December 31, 2023 compared with December 31, 2022.
Added
Any such losses or higher insurance costs could adversely affect our business, financial condition, results of operations and prospects. A number of our investments are located in areas in Colombia, Costa Rica and Peru that are known to be subject to natural disasters, such as earthquakes.
Removed
Costa Rica - Revenue in Costa Rica increased by $3.9 million, or 21.8%, to $21.7 million for the year ended December 31, 2023 from $17.8 million for the year ended December 31, 2022. This was primarily attributable to the establishment of three buildings for a total Occupied GLA increase of approximately 0.3 million square feet or 14%.
Added
We generally carry earthquake insurance on our properties located in areas historically subject to seismic activity, subject to coverage limitations and deductibles. Our tenants may default on their obligation to maintain required insurance coverage which could expose us to uninsured property damage and liability claims.
Removed
Additionally, there were two properties stabilized during the second half of 2022 that had a full year of revenue during the year ended December 31, 2023. The average rental price per square feet remained relatively stable from 2022 to 2023.
Added
Under the terms of our leases, our tenants are required to purchase and maintain general liability, inventory insurance coverage, as well as insurance coverage for their employees and visitors. If our tenants default on these obligations, we will be forced to purchase insurance coverage in their stead and to pursue action to obtain reimbursement from those tenants.
Removed
Investment property operating expense: Investment property operating expense decreased by $0.3 million or 4.6%, to $5.1 million for the year ended December 31, 2023 from $5.4 million for the year ended December 31, 2022.
Added
These unanticipated costs and expenses could have an adverse impact on our business, financial condition, results of operations and prospects.
Removed
This was primarily attributable to a decrease of $1.6 million in expected credit loss due to one tenant experiencing financial difficulties, resulting in a one-time expected credit loss expense in 2022.
Added
In Peru, for instance, our lease agreements typically provide that if a tenant does not purchase, acquire, maintain or renew the insurance policy or level of insurance required by the agreement, the parties must coordinate local and temporal insurance at the levels required.
Removed
This was offset by an increase of repairs and maintenance of $0.7 million, real estate taxes and other property related expenses of $0.6 million. 55 Colombia – Investment property operating expense in Colombia increased by $0.4 million, or 65.2%, to $1.0 million for the year ended December 31, 2023 from $0.6 million for the year ended December 31, 2022.
Added
If local and temporal insurance coverage is not in place within five (5) business days from the date of the request, LPA may terminate its lease agreement with that tenant, in accordance with the provisions of Article 1430 of the Civil Code of Peru.
Removed
This was primarily attributable to an increase in repairs and maintenance, real estate taxes and other property related expenses, and property management expenses resulting from two additional buildings being in operation during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Added
In addition, if our tenants fail to maintain sufficient or adequate insurance, we may be held liable for losses otherwise attributable to those tenants or their businesses, which losses may not be covered by our own insurance policies.
Removed
Additionally, there was an increase in real estate taxes due to a reassessment that occurs every five years. The investment property operating expense was 12.3% of revenue for the year ended December 31, 2023 compared to 10.5% of revenue for the year ended December 31, 2022.
Added
However, some of our leases provide that in the event of any loss attributable to the tenant, the tenant shall be obliged to 20 directly respond for all damages and harm that LPA or third parties may suffer.
Removed
The Segment NOI was $7.0 million for the year ended December 31, 2023 as compared to $5.1 million for the year ended December 31, 2022.
Added
In the event of an occurrence at a property whose tenant has failed to purchase or maintain adequate insurance coverage or in respect of which we ourselves do not maintain insurance coverage, we may lose a significant portion of our capital investment in or our projected cash flows from that property while remaining obligated to service the debt for which that property served as collateral, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Removed
This change is primarily due to property operating expenses increasing at a slightly higher rate than revenue due to two buildings being completed during the period, which results in slightly lower margins while the building becomes fully operational, offset by the increase in average rental price per square foot.
Added
We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.
Removed
Peru – Investment property operating expense in Peru increased by $0.2 million, or 14.6%, to $1.5 million for the year ended December 31, 2023 from $1.3 million for the year ended December 31, 2022.
Added
We may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in us reporting losses.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe functions of this committee include, among other things: ● evaluating the performance, independence and qualifications of LPA’s independent auditors and determining whether to retain LPA’s existing independent auditors or engage new independent auditors; ● reviewing LPA’s financial reporting processes and disclosure controls; ● reviewing and approving the engagement of LPA’s independent auditors to perform audit services and any permissible non-audit services; ● reviewing the adequacy and effectiveness of LPA’s internal control policies and procedures, including the effectiveness of LPA’s internal audit function; ● reviewing with the independent auditors the annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by LPA; ● obtaining and reviewing at least annually a report by LPA’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review; ● monitoring the rotation of LPA’s independent auditor’s lead audit and concurring partners and the rotation of other audit partners as required by law; ● prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of LPA’s independent auditor; ● reviewing LPA’s annual and quarterly financial statements and reports, including the disclosures contained in Item 5, and discussing the statements and reports with LPA’s independent auditors and management; ● reviewing with LPA’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies; ● reviewing with management and LPA’s auditors any earnings announcements and other public announcements regarding material developments; ● establishing procedures for the receipt, retention and treatment of complaints received by LPA regarding accounting, internal accounting controls, auditing or other matters; ● reviewing LPA’s major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and ● reviewing and evaluating the audit committee charter annually and recommending any proposed changes to the LPA Board.
Biggest changeThe functions of the Audit Committee include, among other responsibilities: • evaluating the qualifications, independence and performance of LPA’s independent auditors and assessing their continued engagement; • oversee the accounting and financial reporting processes of the Company; • reviewing and approving the engagement of LPA’s independent auditors to perform audit services and any permissible non-audit services; • oversee the adequacy and effectiveness of LPA’s internal control policies and procedures; • review of the independent auditor's annual audit plan, including the scope of audit activities and all critical accounting policies and practices to be used by LPA; • obtaining and reviewing at least annually a report by LPA’s independent auditors describing the independent auditors’ internal quality control procedures and any material issues raised by the most recent internal quality-control review; • monitoring the rotation of LPA’s independent auditor’s lead audit and concurring partners and the rotation of other audit partners as required by law; • prior to engagement of any independent auditor, and at least annually thereafter, reviewing, and assessing independence and e taking the appropriate action to continue to oversee the independence of LPA’s independent auditor; • reviewing LPA’s annual and quarterly financial statements and reports, including the disclosures contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and discussing the statements and reports with LPA’s independent auditors and management; • reviewing with LPA’s independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy, and effectiveness of LPA's financial controls and critical accounting policies; • reviewing with management and LPA’s auditors any earnings disclosures and other public announcements regarding material developments; • establishing and maintaining procedures for the receipt, retention and treatment of complaints received by LPA regarding accounting, internal accounting controls, auditing or other matters; • reviewing LPA’s major financial and operational risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented; and • reviewing and evaluating the adequacy of the Audit Committee charter annually and recommending any proposed amendments to the LPA Board for approval.
Morgan’s Advisory Group, based in Bogota, covering a broad array of sectors in Central and South America. Mr. Saldarriaga holds an MBA from Columbia Business School in New York and a bachelor’s and master’s degree in Economics from Pontificia Universidad Javeriana in Bogota, Colombia.
Morgan’s Advisory Group, based in Bogota, Colombia covering a broad array of sectors in Central and South America. Mr. Saldarriaga holds an MBA from Columbia Business School in New York and a bachelor’s and master’s degree in Economics from Pontificia Universidad Javeriana in Bogota, Colombia.
McDonald serves on the boards of directors for Hoteles City Express (BMV: HCITY), Colombia Healthcare Properties, Opea Securitizadora SA, and Bresco, and previously for Vesta (BMV: VESTA), Aliansce Sonae SA (BZ: ALSO3), Gafisa (NYSE: GFA), BR Malls (BZ: BRML3), Tenda (BZ: TNDA3), Parque Arauco (SNSE: PARAUCO), Bracor, AGV Logistics, and Brazilian Finance and Real Estate.
McDonald serves on the boards of directors for Hoteles City Express (BMV: HCITY), Colombia Healthcare Properties, Opea Securitizadora SA, and Bresco, and previously on Vesta (BMV: VESTA), Aliansce Sonae SA (BZ: ALSO3), Gafisa (NYSE: GFA), BR Malls (BZ: BRML3), Tenda (BZ: TNDA3), Parque Arauco (SNSE: PARAUCO), Bracor, AGV Logistics, and Brazilian Finance and Real Estate.
Mr. Durruty also serves as member of the board of directors of D’Barbers since March 2020 and B21 since October 2019. Mr. Durruty has 28 years of professional experience in the real estate investment, development and operations industry in Chile and Latin America.
Durruty also serves as a member of the board of directors of D’Barbers since March 2020 and B21 since October 2019. Mr. Durruty has 28 years of professional experience in the real estate investment, development and operations industry in Chile and Latin America.
McDonald founded, and is President of the board of Coprodeli USA, a non-profit supporting the integral development of Peru’s impoverished. Mr. McDonald graduated from the University of Notre Dame and received his MBA from the University of Chicago’s Booth School of Business. Mr.
McDonald founded, and is President of the board of directors of Coprodeli USA, a non-profit supporting the integral development of Peru’s impoverished. Mr. McDonald graduated from the University of Notre Dame and received his MBA from the University of Chicago’s Booth School of Business. Mr.
(2) Represents shares held by JREP I Logistics Acquisition, LP (see footnote 5 below) and Latam Logistic Equity Partners, LLC. Latam Logistic Equity Partners is managed by JREP I Logistics Acquisition, LP. Thomas McDonald disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (3) Mr.
(2) Represents shares held by JREP I Logistics Acquisition, LP (see footnote 5 below) and Latam Logistic Equity Partners, LLC. Latam Logistic Equity Partners is managed by JREP I Logistics Acquisition, LP. Thomas McDonald disclaims beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have directly or indirectly. (3) Mr. Thomas D.
He is chair of the audit committee of the Goldman Environmental Foundation, the sponsor of the annual Goldman Environmental Prize. Mr. Lazarus is a Chartered Accountant (ICAEW), holds a Bachelor of Arts degree with honors in Economics from the University of York, England and completed the international certification of the Institute of Directors in London, England in 2020. Mr.
He is Chair of the Audit Committee of the Goldman Environmental Foundation and the sponsor of the annual Goldman Environmental Prize. Mr. 75 Lazarus is a Chartered Accountant (ICAEW), holds a Bachelor of Arts with honors in Economics from the University of York, England and completed the international certification of the Institute of Directors in London, England in 2020. Mr.
McDonald resided in Mexico and Puerto Rico, holding operating and business development leadership roles with American Airlines and Quadrum SA de CV. Mr. McDonald is a member of the Emeritus Board of IES Abroad, and former member of the University of Chicago’s Booth School of Business Global Advisory Board. Mr.
McDonald lived in Mexico and Puerto Rico, holding operating and business development leadership roles with American Airlines and Quadrum SA de CV. Mr. McDonald is a member of the Emeritus Board of IES Abroad and a former member of the University of Chicago’s Booth School of Business Global Advisory Board. Mr.
Founder Registration Rights Agreement Amendment At the time of the closing of the Business Combination, LPA, TWOA and the Sponsor entered into an amendment (the “ Founder Registration Rights Agreement Amendment ”) dated March 27, 2024, to the registration rights agreement entered into by TWOA, the Sponsor and the other parties thereto at the time of TWOA’s IPO (the “ Founder Registration Rights Agreement ”).
Founder Registration Rights Agreement Amendment At the closing of the Business Combination, LPA, TWOA, the Two Sponsor and the other parties involved entered into an amendment (the “ Founder Registration Rights Agreement Amendment ”) dated March 27, 2024, to the registration rights agreement entered into by TWOA and the Sponsor at the time of TWOA’s IPO and other parties thereto (the “ Founder Registration Rights Agreement ”).
A person is also deemed to be a beneficial owner of securities that person has a right to acquire within 60 days including, without limitation, through the exercise of any option, warrant or other right or the conversion of any other security.
A person is also deemed to be a beneficial owner of securities that person has a right to acquire within 60 days including, through the exercise of any option, warrant or other right or the conversion of any other security.
Thomas D. Hennessy exercises voting and investment control over LPA shares that are held by HC PropTech Partners III LLC. (4) The business address of the reporting person is 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448. (5) Represents shares held by JREP I Logistics Acquisition, LP, Jaguar Real Estate Partners, LP, and Latam Logistic Equity Partners, LLC.
Hennessy exercises voting and investment control over LPA shares held by HC PropTech Partners III LLC. (4) The business address of the reporting person is 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448. (5) Represents shares held by JREP I Logistics Acquisition, LP, Jaguar Real Estate Partners, LP, and Latam Logistic Equity Partners, LLC.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power over that security.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if that person possesses sole or shared voting or investment power with respect to that security.
C. Interests of Experts and Counsel Not applicable.
C. Interests of Experts and Counsel Not applicable. 84
Amendment to Insider Letter Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, TWOA, the Sponsor, the two sponsor, and certain other TWOA shareholders and, by a joinder agreement, LPA, entered into an amendment (the “ Amendment to Letter Agreement ”) to the insider letter agreement entered into in connection with TWOA’s initial public offering (the “ Insider Letter ”) dated as of August 15, 2023.
Amendment to Insider Letter Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, TWOA, the Sponsor, the Two Sponsor, and certain other TWOA shareholders and LPA (through a joinder agreement), entered into an amendment to the insider letter agreement associated with TWOA’s initial public offering (the “ Insider Letter ”) dated as of August 15, 2023 (the “ Amendment to Letter Agreement ”).
Logistic Properties of the Americas Equity Incentive Plan The Company has adopted the Logistic Properties of the Americas Equity Incentive Plan filed as Exhibit 4.5 to this Report (the “ Equity Incentive Plan ”) in order to give the Company a competitive advantage in attracting, retaining, awarding and motivating directors, officers, employees and consultants by granting equity and equity-based awards.
Logistic Properties of the Americas Equity Incentive Plan The Company has adopted the Logistic Properties of the Americas Equity Incentive Plan filed as Exhibit 4.5 to this Report (the “ Equity Incentive Plan ”) to enhance its competitive edge in attracting, retaining, awarding and motivating directors, officers, employees and consultants by granting equity and equity-based awards.
Lazarus possesses valuable financial and operational expertise across both developed and emerging markets. Gloria Canales Saldaña became a member of the LPA Board upon the consummation of the Business Combination and also serves as a member of the board of directors of Fundación Harvard en México , where she has served since 2019. Ms.
Lazarus possesses valuable financial and operational expertise across both developed and emerging markets. Gloria Canales Saldaña became a member of the LPA Board upon the consummation of the Business Combination and also serves as a member of the board of directors of Fundación Harvard in México city, Mexico, since 2019. Ms.
Second Amendment to Insider Letter Agreement At the time of the Closing of the Business Combination, TWO, the Sponsor, two sponsor, and each of the holders listed on the signature pages thereto entered into a second amendment (the “ Second Amendment to the Letter Agreement ”) to the Insider Letter dated as of March 27, 2024 in order to amend the terms of the lock-up set forth therein.
Second Amendment to Insider Letter Agreement At the time of the Closing of the Business Combination, TWOA, the Sponsor, Two Sponsor, and each of the holders signatories thereto entered into a second amendment to the Insider Letter dated as of March 27, 2024 (the “ Second Amendment to the Letter Agreement ”) to amend the terms of the lock-up set forth therein.
The functions of the committee include, among other things: ● reviewing and approving the corporate objectives that pertain to the determination of executive compensation; ● reviewing and approving the compensation and other terms of employment of LPA’s executive officers; ● reviewing and approving performance goals and objectives relevant to the compensation of LPA’s executive officers and assessing their performance against these goals and objectives; ● making recommendations to the LPA Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the LPA Board; ● reviewing and making recommendations to the LPA Board regarding the type and amount of compensation to be paid or awarded to non-employee board members; ● reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; ● administering equity incentive plans, to the extent such authority is delegated by the LPA Board; ● reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensation, perquisites and special or supplemental benefits for executive officers; ● reviewing with management LPA’s disclosures under the caption “Compensation Discussion and Analysis” in periodic reports to be filed with the SEC to the extent such caption is included in any such report; ● reviewing and evaluating the compensation committee charter annually and recommending any proposed changes to the LPA Board.
The Compensation Committee's primary duties include, among other responsibilities: • reviewing and approving the corporate objectives that pertain to the determination of executive compensation; 79 • reviewing and approving the compensation, benefits and material terms of employment agreements of LPA’s executive officers; • reviewing and approving performance goals and objectives relevant to the compensation of LPA’s executive officers and assessing their performance against these goals and objectives; • making recommendations to the LPA Board regarding the adoption or amendment of equity and cash incentive plans and approving amendments to such plans to the extent authorized by the LPA Board; • reviewing and making recommendations to the LPA Board regarding the type and amount of compensation to be paid or awarded to non-employee board members; • reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Securities Exchange Act; • administering equity incentive plans to the extent such authority is delegated by the LPA Board; • reviewing and approving the (i) terms of all employment agreements, (ii) severance arrangements, (iii) change in control protections, (iv) material compensation arrangements and (v) material perquisites and supplemental benefits for executive officers; • reviewing and discussing with management LPA’s “Compensation Discussion and Analysis” disclosures in periodic reports to be filed with the SEC to the extent such disclosure is included in any such report; • reviewing and evaluating the adequacy of the Compensation Committee charter annually and recommending any proposed amendments to the LPA Board for approval.
Before that, he held several roles in the financial industry, including M&A Associate from 2013 to 2015 at a Latin American conglomerate based in Lima, Grupo Gloria, working on cross-border acquisitions and integrations, and as an Investment Banking Analyst from 2010 to 2013 at J.P.
Saldarriaga held several roles in the finance industry, including M&A Associate from 2013 to 2015 at Grupo Gloria, a Latin American conglomerate based in Lima, Peru, working on cross-border acquisitions and integrations. Additionally, he was an Investment Banking Analyst from 2010 to 2013 at J.P.
The functions and powers of the LPA Board include, among others: ● conducting and managing the business of LPA; ● representing LPA in contracts and deals; ● appointing attorneys for LPA; ● selecting senior management such as managing directors and executive directors; ● providing employee benefits and pension; ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● exercising the borrowing powers of LPA and mortgaging the property of LPA; ● approving the transfer of shares of LPA, including the registering of such shares in LPA’s register of members; and ● exercising any other powers conferred by the shareholders of LPA under the Proposed Charter, as it may be amended from time to time.
The functions and powers of the LPA Board include, but are not limited to: • conducting and managing LPA's business operations; • representing LPA in contracts and agreements; • appointing attorneys for LPA; • selecting senior management, including managing and executive directors; • providing employee benefits and pension; • convening shareholders’ annual general meetings and reporting on its activities at such meetings; • declaring dividends and distributions; • exercising the borrowing powers of LPA and mortgaging LPA's property; • approving the transfer of LPA shares, including their registration in the Company's register of members; and • exercising any other powers conferred by the shareholders under the Proposed Charter, as it may be amended from time to time.
Pursuant to the Lock-Up Agreement, such LLP shareholder agreed not to, during the period commencing from the Closing and ending on the 12-month anniversary of the Closing or earlier, if LPA consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of LPA’s shareholders having the right to exchange their equity holdings in LPA for cash, securities or other property (and, with respect to 50% of such restricted securities, subject to early release if the last trading price of the Ordinary Shares equals or exceeds $12.50 for any 20 Trading Days within any 30 Trading Day period commencing at least 180 days after the Closing): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i) or (ii) above is to be settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, provided that the transferred shares will continue to be subject to the Lock-Up Agreement).
Pursuant to the Lock-Up Agreement, JREP agreed not to engage in any of the following transactions during the period commencing from the Closing and ending on the 12-month anniversary of the Closing or earlier, if LPA consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that allows all of LPA’s shareholders to exchange their equity holdings in LPA for cash, securities or other property (with respect to 50% of such restricted securities, an early release is possible if the last trading price of the Ordinary Shares is $12.50 or higher for any 20 Trading Days within any 30 Trading Day period, commencing at least 180 days after the Closing): (i) lend, offer, pledge, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that fully or partially transfers to another any of the economic consequences of ownership of such restricted securities, or (iii) publicly disclose the intention to undertake any of the aforementioned actions, regardless of whether such transactions described in clauses (i) or (ii) are settled by delivery of the restricted securities or other securities, in cash or otherwise (in each case, subject to certain limited permitted transfers, with the understanding that any transferred shares will remain subject to the Lock-Up Agreement).
Name and Address of Beneficial Owner Number of Ordinary Shares % of Ordinary Shares Directors and Executive Officers Post-Business Combination (1) : Esteban Saldarriaga - - Annette Fernandez - - Guillermo Zarco B. - - Aris Stamatiadis - - Alvaro Chinchayan - - Thomas McDonald (2) 26,312,000 83.0 % Roger Lazarus - - Gloria Canales Saldaña - - Mauricio Salgar - - Diego Durruty - - All directors and executive officers of LPA post-Business Combination as a group 26,312,000 83.0 % Other 5% Shareholders Post-Business Combination: HC PropTech Partners III LLC (3)(4) 2,130,693 6.7 % JREP I Logistics Acquisition, LP (5) 26,312,000 83.0 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Logistic Properties of the Americas, Plaza Tempo, Edificio B Oficina B1, Piso 2 San Rafael de Escazú, San José, Costa Rica.
Conejo — — Alvaro Chinchayan — — Thomas McDonald (2) 26,312,000 83.1 % Roger Lazarus — — Gloria Canales Saldaña — — Mauricio Salgar — — Diego Durruty — — Francoise Lavertu — — Javier Marquina-Graciani — — All directors and executive officers of LPA as a group 26,312,000 83.1 % Other 5% Shareholders Post-Business Combination: HC PropTech Partners III LLC (3)(4) 2,130,693 6.7 % JREP I Logistics Acquisition, LP (5) 26,312,000 83.1 % (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Logistic Properties of the Americas, Plaza Tempo, Edificio B, Oficina B1, Piso 2, San Rafael de Escazú, San José, Costa Rica.
Management and Advisory Services We paid Jaguar Growth Partners LLC $554,571 for management and advisory services provided to us during the year ended December 31, 2023.
Management and Advisory Services We paid Jaguar Growth Partners LLC $664,960 and $554,571 for management and advisory services provided to us during the years ended December 31, 2024 and 2023, respectively.
Legal Services Ramirez & Cardona Abogados, whose managing partner was an LPA board member and an LLP board member prior to the consummation of the Business Combination, provided legal services to us at a cost of $87,689 for the year ended December 2023.
Legal Services Ramirez & Cardona Abogados, whose managing partner was an LPA board member and an LLP board member prior to the consummation of the Business Combination, provided legal services to us for a total cost of $18,990 and $87,689 for the years ended December 31, 2024 and 2023, respectively.
In addition, LPA is subject to the rules of the SEC and NYSE American relating to the membership, qualifications, and operations of the audit committee, as discussed below. Role of the Board in Risk Oversight One of the key functions of the LPA Board is informed oversight of LPA’s risk management process.
Furthermore, LPA is subject to the rules of the SEC and NYSE American rules relating to the membership, qualifications, and operations of the Audit Committee, as outlined below. Role of the Board in Risk Oversight A key function of the LPA Board is to provide informed oversight of LPA’s risk management process.
The composition and function of the audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE American rules and regulations. 77 Compensation Committee LPA’s compensation committee consists of Messrs. McDonald, Salgar and Durruty. Mr. Salgar serves as the chair of the compensation committee.
The Audit Committee's composition and functions to comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and NYSE American rules and regulations. Compensation Committee LPA’s Compensation Committee consists of Messrs. McDonald, Salgar and Durruty with Mr. Salgar serving as chair of the Compensation Committee.
Major Shareholders The following table sets forth information regarding the beneficial ownership of Ordinary Shares as of the date hereof by: ● each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares; ● each of our directors and executive officers; and ● all our directors and executive officers as a group.
Major Shareholders The following table sets forth certain information regarding the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Ordinary Shares as of the date of this Report, for: • each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares; • each of our directors and executive officers, and • all our directors and executive officers as a group.
The Amendment to Letter Agreement (i) added LPA as a party to the Insider Letter, (ii) revised the terms of the Insider Letter to reflect the transactions contemplated by the Business Combination Agreement, including the issuance of Ordinary Shares in exchange for the TWOA Ordinary Shares, (iii) amended the terms of the lock-up set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreement dated as of August 15, 2023 by and among TWOA, the Sponsor, two sponsor, each of the shareholders of TWOA listed on the signature pages thereto, and, by joinder agreement LPA, and (iv) provided LLP with the ability to enforce, prior to the Closing, the lock-up and voting provisions of the Insider Letter.
The Amendment to Letter Agreement (i) added LPA as a party to the Insider Letter, (ii) updated the terms of the Insider Letter to reflect the transactions outlined in the Business Combination Agreement, including the issuance of Ordinary Shares in exchange for the TWOA Ordinary Shares, (iii) modified the lock-up terms set forth in the Insider Letter to align with the lock-up provisions in the Lock-Up Agreement dated as of August 15, 2023, involving TWOA, the Sponsor, Two Sponsor, each of the shareholders of TWOA signatories thereto, and, LPA via joinder agreement, and (iv) granted LLP the ability to enforce the lock-up and voting provisions of the Insider Letter prior to the Closing.
Compensation Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not publicly disclosed this information elsewhere. For the year ended December 31, 2023, we paid our executive officers and directors as a whole an aggregate of $1,550,470.
Compensation Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not publicly disclosed this information elsewhere. For the year ended December 31, 2024, we have incurred an aggregate compensation expense of $5,250,213 related to our executive officers and directors.
Registration Rights Agreement At the time of the closing of the Business Combination, certain LLP shareholders entered into a registration rights agreement (the “ Registration Rights Agreement ”) dated March 27, 2024 with LPA, pursuant to which, among other matters, such LLP Shareholders were granted substantially the same priorities and registration rights as the Sponsor and other “Holder” parties under the Founder Registration Rights Agreement, as amended by the Founder Registration Rights Agreement Amendment, and which Registration Rights Agreement became effective as of the Closing.
Registration Rights Agreement At the closing of the Business Combination, certain LLP shareholders entered into a registration rights agreement (the “ Registration Rights Agreement ”) dated March 27, 2024, with LPA. Pursuant to this agreement, these LLP shareholders were granted substantially the same priorities and registration rights as the Sponsor and other “Holder” parties in the Founder Registration Rights Agreement.
On May 12, 2023, and effective as of November 17, 2022, we entered into an agreement with Jaguar Growth Partners LLC to pay $50,000 per quarter for management advisory services related to compensation for Esteban Saldarriaga, LLP’s Chief Executive Officer. We reimburse our executives for reasonable travel-related expenses incurred while conducting business on our behalf.
On May 12, 2023, and effective as of November 17, 2022, we entered into an agreement with Jaguar Growth Partners LLC to pay $50,000 per quarter for management advisory services related to compensation for Esteban Saldarriaga, LLP’s Chief Executive Officer. This agreement was terminated with the consummation of the Business Combination.
McDonald has served as managing member of Jaguar Growth Assets Management, LLC since 2013. In addition to serving on the board of directors of LLP, Mr.
McDonald has been Managing Partner of Jaguar Growth Partners Group, LLC as well as Managing Partner and Head of Americas of Jaguar Growth Partners, LLC since their formation in 2013. Mr. McDonald has served as Managing Member of Jaguar Growth Assets Management, LLC since 2013. In addition to serving on the board of directors of LLP, Mr.
Pursuant to the Second Amendment to the Letter Agreement, the parties agreed not to transfer the restricted securities during the period commencing from the Closing and ending on the 18-month anniversary of the Closing or earlier, if LPA consummates a third-party tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of LPA’s shareholders having the right to exchange their equity holdings in LPA for cash, securities or other property. 81 Lock-Up Agreement Simultaneously with the execution and delivery of the Business Combination Agreement, the majority LLP Shareholder entered into a Lock-Up Agreement with TWOA and by a joinder agreement, LPA (the “ Lock-Up Agreement ”) dated as of August 15, 2023.
Pursuant to the Second Amendment to the Letter Agreement, the parties agreed not to transfer the restricted securities during the period commencing from the Closing and ending on the 18-month anniversary of the Closing or earlier, if LPA consummates a transaction with an unaffiliated third-party such as a tender offer, stock sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that allows all of LPA’s shareholders to exchange their equity holdings in LPA for cash, securities or other property.
As of December 31, 2023, none of our employees were affiliated with labor unions. E. Share Ownership Ownership of the Company’s shares by its directors and executive officers is set forth in Item 7.A and Item 6.B (equity compensation) of this Report. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. Item 7.
As of December 31, 2024, none of our employees were affiliated with labor unions. E. Share Ownership Ownership of the Company’s shares by its directors and executive officers is set forth in Item 7.A and Item 6.B ( Logistic Properties of the Americas Equity Incentive Plan ) of this Report. F.
Employees As of December 31, 2023, we had a total of 23 employees, including 13 employees in Costa Rica, 5 employees in Colombia and 5 employees in Peru. We outsource our construction, engineering and project management and related activities, as well as maintenance of our properties, to third parties.
Employees As of December 31, 2024, we had a total of 31 employees, comprising 16 employees in Costa Rica, 5 employees in Colombia, 8 employees in Peru, and 2 employees in the United States. We outsource our construction, engineering and project management and related activities, as well as property maintenance to third parties.
LPA directors also owe to LPA a duty to act with skill and care that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to LPA, the directors must ensure compliance with the Charter, as amended and restated from time to time.
The directors must exercise their powers solely for legitimate purposes and are required to perform their duties with the care, diligence and skill that a reasonably prudent person would exercise in similar circumstances. In fulfilling their duty of care to LPA, the directors must ensure compliance with the Charter, as amended and restated from time to time.
The LPA directors are divided among the three classes as follows: ● the Class I director is Diego Durruty and his term will expire at the first annual general meeting; ● the Class II directors are Roger Lazarus and Mauricio Salgar and their terms will expire at the second annual general meeting; and ● the Class III directors are Thomas McDonald and Gloria Canales Saldaña and their terms will expire at the third annual general meeting.
The LPA directors are categorized into three classes as follows: • the Class I directors are Diego Durruty and Javier Marquina-Graciani, whose terms expire at the first annual general meeting of shareholders; • the Class II directors are Roger Lazarus, Mauricio Salgar and Francoise Lavertu, whose terms expire at the second annual general meeting of shareholders; and • the Class III directors are Thomas McDonald and Gloria Canales Saldaña, whose terms expire at the third annual general meeting of shareholders.
McDonald) qualifies as an independent director, as defined under listing rules of NYSE American, and the LPA Board consists of a majority of “independent directors,” as defined under the rules of the SEC and the listing rules of NYSE American relating to director independence requirements.
McDonald, meet the independence requirements as defined by the listing rules of NYSE American. Consequently, the LPA Board consists of a majority of “independent directors,” in accordance with both SEC regulations and the NYSE American listing requirements relating to 77 director independence.
Durruty pursued coursework in architecture and management at the Pontifical Catholic University of Chile, and has expansive experience in the real estate industry. Family Relationships There are no family relationships between the directors or executive officers. B.
Durruty pursued coursework in architecture and management at the Pontifical Catholic University of Chile and has expansive experience in the real estate industry.
The Equity Incentive Plan permits the grant of options to purchase Ordinary Shares, stock appreciation rights, restricted stock, restricted stock unit awards, performance-based awards, and other equity-based awards, in each case, in respect of Ordinary Shares and cash incentive awards, thus enhancing the alignment of employee and shareholder interests.
The Equity Incentive Plan permits the grant of options to purchase Ordinary Shares, stock appreciation rights, restricted stock, restricted stock unit awards, performance-based awards, and other equity-based awards related to Ordinary Shares, as well as cash incentive awards, thereby fostering a more substantial alignment between employee and shareholder interests.
As a result of the staggered board, only one class of directors will be appointed at each annual general meeting, with the other classes continuing for the remainder of their respective terms. 75 Director Independence The LPA Board has determined that each of the directors (other than Mr.
Due to the staggered structure of the board, only one class of directors may be appointed at each annual general meeting of shareholders, while the other classes will continue to serve for the remainder of their respective terms. Director Independence The LPA Board has determined that all of the directors, except for Mr.
Limitation on Liability and Indemnification of Directors and Officers Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime.
Limitation on Liability and Indemnification of Directors and Officers Cayman Islands law does not restrict the extent to which a company’s memorandum and articles of association include provisions for the indemnification of officers and directors, except to the extent that such provisions may be deemed to be contrary to public policy by the Cayman Islands courts.
Nominating and Corporate Governance Committee LPA’s nominating and corporate governance committee consists of Messrs. McDonald, Lazarus and Ms. Canales Saldaña. Mr. McDonald serves as the chair of the nominating and corporate governance committee. The LPA Board has determined that, other than Mr.
Nominating and Corporate Governance Committee LPA’s Nominating and Corporate Governance Committee consists of Messrs. McDonald, Lazarus and Ms. Lavertu with Mr. McDonald serving as chairman of the Nominating and Corporate Governance Committee. The LPA Board has determined that with the exception of Mr.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
The percentage of beneficial ownership of each listed person is based on the 31,668,601 Ordinary Shares outstanding. 81 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares shown as beneficially owned by them.
Related Party Transactions Loan Receivables from Affiliates On June 25, 2015, we entered into an agreement with Latam Logistic Investments LLC (“LLI”) to provide loans to LLI to meet certain tax obligations. LLI is wholly-owned by one of the prior executives of LLP and was the owner of 8.0% of the equity of LLP at the time.
B. Related Party Transactions Loan Receivables from Affiliates On June 25, 2015, we entered into an agreement with Latam Logistic Investments LLC (“LLI”) to provide loans to LLI to meet certain tax obligations.
The functions of this committee include, among other things: ● identifying, reviewing and making recommendations of candidates to serve on the LPA Board; ● evaluating the performance of the LPA Board, committees of the LPA Board and individual directors and determining whether continued service on the LPA Board is appropriate; ● evaluating nominations by shareholders of candidates for election to the LPA Board; ● evaluating the current size, composition and organization of the LPA Board and its committees and making recommendations to the LPA Board for approvals; ● developing a set of corporate governance policies and principles and recommending to the LPA Board any changes to such policies and principles; ● reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the LPA Board current and emerging corporate governance trends; and ● reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the LPA Board.
The primary duties of the Nominating and Corporate Governance Committee include, but are not limited to: • identifying, reviewing and recommending candidates to serve on the LPA Board; • evaluating the performance of the LPA Board, committees, and individual directors to determine the appropriateness of their continued service: • evaluating nominations from shareholders for candidates seeking election to the LPA Board; • evaluating the current size, composition and structure of the LPA Board and its committees and making recommendations to the LPA Board for approval; • developing corporate governance policies and principles and recommending updates or changes to the LPA Board; • monitoring issues and developments related to corporate governance and identifying current and emerging corporate governance trends for the LPA Board; and • periodically reviewing the Nominating and Corporate Governance Committee charter, structure and membership requirements and recommending any proposed changes to the LPA Board.
LPA has the right to seek damages if a duty owed by its directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in LPA’s name if a duty owed by its directors is breached.
A shareholder may have the right to seek damages on behalf of LPA if a duty owed by the directors is breached.
Board Committees The LPA Board has the authority to appoint committees to perform certain management and administration functions. The LPA Board has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.
Board Committees The LPA Board has the authority to appoint committees to carry out specific management and administration functions. The LPA Board has established the Audit Committee, Compensation Committee, and the Nominating and Corporate Governance Committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or removal.
The audit committee also monitors compliance with legal and regulatory requirements. The compensation committee also assesses and monitors whether LPA’s compensation plans, policies and programs comply with applicable legal and regulatory requirements.
The Compensation Committee, on the other hand, evaluates and monitors whether LPA’s compensation plans, policies, and programs comply with applicable legal and regulatory standards.
The LPA Board has determined that each of the members of the compensation committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act and, other than Mr. McDonald, each of the members satisfies the independence requirements of NYSE American.
The LPA Board has determined that all members of the Compensation Committee, with the exception of Mr. McDonald, satisfy the independence requirements as defined in Rule 16b-3 of the Exchange Act and, the listing standards of the NYSE American.
Annette Fernandez has served as Chief Financial Officer of LLP since 2017 and Chief Operating Officer of LLP since 2023 and assumed the same roles at LPA upon the consummation of the Business Combination. Prior to her time at LLP, Ms.
Annette Fernandez has served as the Chief Operations Officer of LPA since May 2024 and previously served as the Chief Financial Officer of LPA from March to May 2024. Prior to the consummation of the Business Combination, she served as Chief Financial Officer of LLP since 2017 and as Chief Operating Officer of LLP since 2023.
Lazarus has served on the board of directors of Heliogen, Inc. (NYSE: HLGN) since March 2023. From 1997 to 2019 he was a partner at Ernst & Young LPA, where he advised on acquisitions and investments for corporate and private equity clients.
From 1997 to 2019, he was a partner at Ernst & Young, where he advised on acquisitions and investments for corporate and private equity clients.
Directors and Senior Management The following table lists the names, ages and positions of the individuals who currently serve as directors and executive officers of LPA: Name Age Position(s) Esteban Saldarriaga 39 Chief Executive Officer Annette Fernandez 47 Chief Financial Officer Guillermo Zarco B. 49 Colombia Country Manager Aris Stamatiadis 42 Costa Rica Country Manager Alvaro Chinchayan 47 Peru Country Manager Thomas McDonald 59 Director Roger Lazarus 65 Director Gloria Canales Saldaña 42 Director Mauricio Salgar 54 Director Diego Durruty 53 Director Esteban Saldarriaga has served as the Chief Executive Officer of LLP since November 2022, following his tenure on the board of directors from 2016 until his appointment as CEO.
Directors and Senior Management The following table lists the names, ages and positions of the individuals who currently serve as directors and executive officers of LPA: Name Age Position(s) Esteban Saldarriaga 40 Chief Executive Officer Paul Smith Marquez 49 Chief Financial Officer Annette Fernandez 48 Chief Operations Officer Guillermo Zarco B. 51 Colombia Country Manager Luis Conejo 58 Costa Rica Country Manager Alvaro Chinchayan 48 Peru Country Manager Thomas McDonald 60 Director Roger Lazarus 66 Director Gloria Canales Saldaña 44 Director Mauricio Salgar 55 Director Diego Durruty 54 Director Françoise Lavertu 50 Director Javier Marquina-Graciani 51 Director Esteban Saldarriaga has served as the Chief Executive Officer (CEO) of LPA since the consummation of the Business Combination.
Fernandez spent 13 years at Prologis, a real estate investment trust that invests in logistics facilities, and 5 years at PwC. Ms. Fernandez holds a bachelor’s degree in Accounting from University of Puerto Rico, Mayaguez. Guillermo Zarco has served as Country Manager-Colombia of LLP since 2016 and assumed the same role at LPA upon the consummation of the Business Combination.
Prior to joining LLP, Ms. Fernandez spent 13 years at Prologis, a real estate investment trust that invests in logistics facilities, and five years at PwC. Ms. Fernandez holds a bachelor’s degree in Accounting from the University of Puerto Rico, Mayaguez.
Duties of Directors Under Cayman Islands law, LPA’s directors owe fiduciary duties to LPA, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in LPA’s best interests. LPA’s directors must also exercise their powers only for a proper purpose.
Duties of Directors Under Cayman Islands law, the directors of LPA owe fiduciary duties to the Company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they believe, in good faith, is in the best interest of LPA.
Prior to his time at LLP, Mr. Stamatiadis served as General Manager for Colliers International. Aris holds a bachelor’s degree in Finance and Commerce from Concordia University. Alvaro Chinchayán has served as Country Manager-Peru of LLP since 2016 and assumed the same role at LPA upon the consummation of the Business Combination. Prior to his time at LLP, Mr.
Conejo holds an MBA and a bachelor's degree in Business Administration with a concentration in Marketing from the Universidad Latina in San Jose, Costa Rica. Alvaro Chinchayán has served as Country Manager-Peru of LLP since 2016 and assumed the same role at LPA upon the consummation of the Business Combination. Prior to LLP, Mr.
Canales Saldaña possesses extensive knowledge of the Latin American market and experience in retail and e-commerce. Mauricio Salgar became a member of the LPA Board upon the consummation of the Business Combination and serves as an external advisor to Advent International, a global private equity firm based in Bogota, Colombia.
Mauricio Salgar became a member of the LPA Board upon the consummation of the Business Combination and serves as an external advisor to Advent International, a global private equity firm based in Bogota, Colombia. He previously served as Managing Director of Advent International from October 2012 to December 2023. Mr.
Salgar holds a Bachelor of Science degree in Industrial Engineering from Universidad de los Andes in Bogota, Colombia, and an MBA from the MIT Sloan School of Management, and has expansive experience in the Latin American region. 74 Diego Durruty became a member of the LPA Board upon the consummation of the Business Combination and has served as Executive Vice President of Grupo Urbana, a real estate investment, development, and operations company based in Chile, since March 1996.
Diego Durruty became a member of the LPA Board upon the consummation of the Business Combination and has served as Executive Vice President of Grupo Urbana, a real estate investment, development, and operations company based in Chile, since March 1996. Mr.
The Charter provides for indemnification of LPA’s officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
This includes indemnification against willful default, willful neglect and actual fraud, or the consequences of committing a crime. The Charter allows for the indemnification of 80 LPA’s officers and directors to the fullest extent permitted by law, covering any liabilities incurred in their official capacities except in cases of actual fraud, willful default, or willful neglect.
As of December 31, 2023, the notes receivable balance, including accrued interest, was $9,463,164. The loan receivable was considered settled on the Closing Date, in accordance with an assignment agreement entered into between LLP and LLI. See Note 25 of our audited consolidated financial statements for more information.
The loan receivable was settled on the Closing Date, pursuant to an assignment agreement between LLP and LLI. See Note 23 of our Audited Consolidated Financial Statements for more information.
Salgar served as a member of the boards of directors of AI Inversiones Palo Alto II S.A.C. (CANVIA) from June 2017 to November 2023, Sophos Solutions S.A.S. from December 2020 to September 2023, Enjoy S.A. (SSE: ENJOY) from January 2018 to April 2021, Lifemiles B.V. from August 2015 to October 2021, Oleoducto Central S.A.
(CANVIA) from June 2017 to November 2023, Sophos Solutions S.A.S. from December 2020 to September 2023, Enjoy S.A. (SSE: ENJOY) from January 2018 to April 2021, Lifemiles B.V. from August 2015 to October 2021, Oleoducto Central S.A. or Ocensa, from January 2014 to February 2020 and Alianza Fiduciaria and Alianza Valores from January 2014 to April 2019. Mr.
At each annual general meeting, each of the Directors of the relevant class, the term of which shall then expire, shall be eligible for re-election to the Board for a period of three years.
Board Practices Board Composition The Board consists of seven (7) members. At each annual general meeting of shareholders, Directors of the relevant class, whose terms are set to expire, will be eligible for re-election to the Board for a three-year term.
In July 2020, we increased the notes receivable from LLI from $3,015,000 to $4,165,000 and extended the term to December 31, 2023. In June 2021, we increased the notes receivable from LLI from $4,165,000 to $4,850,000. In May 2022, we increased the notes receivable from LLI from $4,850,000 to $6,950,000. The expiration of the term remained as December 31, 2023.
At that time, LLI was wholly owned by a former executive of LLP and held 8.0% of LLP's equity In July 2020, we increased the notes receivable from LLI from $3,015,000 to $4,165,000 and extended the term to December 31, 2023. In June 2021, the notes receivable increased from $4,165,000 to $4,850,000.
Canales Saldaña was the Marketing Director of Amazon Mexico and held various other commercial roles at Amazon from 2014 to 2022. She holds a bachelor’s degree in Economics from ITESM, as well as a degree in International Business from the University of British Columbia. Ms. Canales Saldaña also holds an MBA from Harvard Business School. Ms.
She holds a bachelor’s degree in Economics from Monterrey Institute of Technology (ITESM) in Monterrey, Mexico, as well as a degree in International Business from the University of British Columbia, Canada. Ms. Canales Saldaña also holds an MBA from Harvard Business School. She has experience working in the United States, Brazil, Argentina, India and Mexico.
Prior to his time at LLP, Mr. Zarco spent 5 years as Logistic Portfolio Manager at Terranum. Mr. Zarco holds a bachelor’s degree in industrial engineering from Universidad de los Andes in Bogota, Colombia, and a master’s degree in supply chain management from University of Aix-en-Provence, France.
From 2001 to 2011 he worked in Supply Chain and Logistics for international companies such as NCR and Martin Air. Mr. Zarco holds a bachelor’s degree in Industrial Engineering from the Universidad de Los Andes in Bogota, Colombia, and a master’s degree in Supply Chain Management from the University of Aix-en-Provence in Marseille, France.
Previously, he served as an Investments Principal, VP, and Associate at Jaguar Growth Partners, a global investment management firm specializing in real estate operating companies in emerging markets.
Before that, he served as an Investments Principal, Vice President, and Associate at Jaguar Growth Partners (Jaguar), a global investment management firm specializing in real estate operating companies in emerging markets. He also served as a member of the board of directors and the Investment Committee of Colombian Healthcare Properties, a Jaguar portfolio company, from 2019 until 2024 . Mr.
Significant Changes in Ownership To our knowledge, other than as disclosed in this annual report and in our other filings with the SEC, there has been no significant change in the percentage of ownership held by any major shareholder since the consummation of the Business Combination.
Significant Changes in Ownership To our knowledge, other than as disclosed in this annual report and our other filings with the SEC, there has been no significant change in the percentage of ownership held by any major shareholder since the consummation of the Business Combination. 82 Registered Holders Based on a review of the information provided to us by our Transfer Agent, as of April 1, 2025 there were 36 registered holders of our Ordinary Shares, 25 of which were United States registered holders holding a total of 29,886,844 Ordinary Shares, representing approximately 94.37% of our total outstanding shares.
He previously served as Managing Director of Advent International from October 2012 to December 2023. Mr. Salgar serves as a member of the board of directors of Holding Hotelera GHL, a privately held company in Colombia and as a member of the board of directors of Grupo Aval Acciones Y Valores S.A. (NYSE: AVAL). Previously, Mr.
Salgar currently serves as an independent board member of Grupo Aval (NYSE: AVAL) and as a member of the board of directors of Holding Hotelera GHL, a privately held company in Colombia. Previously, Mr. Salgar served as a member of the boards of directors of AI Inversiones Palo Alto II S.A.C.
As of December 31, 2023, the notes receivable had a fixed interest rate of 9.0%. The main terms of the notes receivable were payment of the balance at maturity, including interest receivable, the possibility of early payments without penalty, pledge of ordinary shares as collateral and a promissory note.
The key terms of the notes receivable included a payment of the principal balance and interest at maturity, the option for early repayment without penalty, collateralization with ordinary shares and a promissory note. As of December 31, 2023, the total notes receivable balance, including accrued interest, amounted to $9,463,164.
Pursuant to the Founder Registration Rights Agreement Amendment, the Founder Registration Rights Agreement was amended to, among other things, add LPA as a party and to reflect the issuance of Ordinary Shares pursuant to the Business Combination Agreement, reconcile with the provisions of the Registration Rights Agreement, and to provide that, notwithstanding that the other provisions of the Founder Registration Rights Agreement and the Registration Rights Agreement provide substantially the same rights and priorities to holders of registrable securities under such agreements, LPA is not required to effect or permit any registration, or cause any registration statement to become effective, with respect to any registrable securities held by any holder of the Ordinary Shares into which the Founder Shares were converted until after the expiration of 18 months following the Closing.
It clarified that despite the fact that, the other provisions of both the Founder Registration Rights Agreement and the Registration Rights Agreement grant similar rights and priorities to holders of registrable securities under such agreements, LPA is not required to facilitate or allow any registration, nor to make any registration statement effective, for any registrable securities held by any holder of the Ordinary Shares converted from the Founder Shares under the Registration Rights Agreement Amendment until after 18 months following the Closing.
Roger Lazarus became a member of the LPA Board upon the consummation of the Business Combination and has served on the board of directors of LLP since 2021, and has served as the chairperson of LLP’s audit and compensation committees since March 2021. Mr.
Thomas McDonald became the Chairperson of the LPA Board upon the consummation of the Business Combination and has served on the board of directors of LLP since 2021. Mr. McDonald is the Co-Founder of Jaguar Growth Partners Group, LLC and Jaguar Growth Partners, LLC. Mr.
McDonald has extensive experience in private equity investing in emerging markets over the past 24 years and his extensive public company, private company and non-for-profit board experience.
McDonald has extensive experience in private equity investing in emerging markets over the past 24 years, as well as experience serving on public company, private and non-profit companies' boards of directors. Roger Lazarus became a member of the LPA Board upon the consummation of the Business Combination and has served on the board of directors of LLP since 2021. Mr.
Lazarus has also served as the Chief Financial Officer of Chain Bridge I, a special purpose acquisition company (Nasdaq: CBRG) since November 2021, and has been a venture partner to Marcy Venture Partners and its portfolio companies since March 2020. In addition to serving on the board of directors of LLP, Mr.
Lazarus served as the Chief Financial Officer of Chain Bridge 1 (NASDAQ: CBRG) from November 2021 to March 31, 2024. In addition, Mr. Lazarus has served on the board of directors and as Chairperson of the Audit Committee of Heliogen Inc (NYSE: HLGN) since March 2023.
LPA has also purchased a policy of directors’ and officers’ liability insurance that insures LPA’s officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and will insure LPA against its obligations to indemnify its officers and directors. 78 D.
Additionally, LPA has purchased a directors’ and officers’ liability insurance policy that protects LPA’s officers and directors against defense costs, settlements or judgments in certain circumstances and it also covers LPA's obligations to indemnify its officers and directors. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty.
Canales Saldaña also serves as a member of the advisory board of Samishop, a venture of Credicorp Peru, where she has served since 2023. Ms. Canales Saldaña is currently the Digital Director of Coppel, a privately owned retailer with a presence in Mexico and Latin America. Previously, Ms.
Canales Saldaña is currently the Digital Director of Coppel, a privately owned retailer with a presence in Mexico and Latin America. Previously, Ms. Canales Saldaña was the Marketing Director of Amazon Mexico and held various other commercial roles at Amazon from 2014 to 2022.
Members will serve on these committees until their resignation or until otherwise determined by the LPA Board. Copies of the charters for each committee are available on the investor relations portion of LPA’s website. 76 Audit Committee The audit committee consists of Messrs. Lazarus and Durruty and Ms. Canales Saldaña, and Mr.
Copies of the charters for each committee are available on the investor relations section of LPA’s website. Audit Committee The Audit Committee consists of Messrs. Lazarus, Marquina, and Ms. Canales Saldaña, with Mr. Lazarus serving as chair of the Audit Committee. Mr. Lazarus meets the criteria of an Audit Committee financial expert as defined the applicable SEC rules.
This amount is comprised of salaries, bonuses, and non-cash benefits.
This amount is comprised of salaries, bonuses, director's fees, non-cash benefits, and share-based payment expense. Refer to Note 23 of Audited Financial Statements for details.
Chinchayán served as general manager at BSF Almacenes del Perú and Papelera Alfa. Mr.
Chinchayán served as general manager at BSF Almacenes del Perú and Papelera Alfa. Mr. Chinchayán holds an MBA from Incae Business School in Alajuela, Costa Rica and a bachelor's degree in Civil Engineer from Ricardo Palma University in Lima, Peru.
McDonald, each of the members of the nominating and corporate governance committee satisfies the requirements for an “independent director” within the meaning of the NYSE American listing rules.
McDonald, all members of the Nominating and Corporate Governance Committee satisfy the independence requirements as defined in Rule 16b-3 of the Exchange Act and the listing standards of the NYSE American.
Aris Stamatiadis has served as Country Manager-Costa Rica and Regional Acquisitions Manager of LLP since 2015 and assumed the same roles at LPA upon the consummation of the Business Combination. Since 2023, Mr. Stamatiadis has served as a member of the board of directors of Deindustrial Inmobiliaria Limitada, Productos Maky S.A. and 3-101-837501 S.A.
Luis Conejo has served as Country Manager - Costa Rica of LPA since September 2024. Prior to this role, he served as Property Manager of LLP since January 2020 and assumed the same role at LPA upon the consummation of the Business Combination. Before joining LLP, Mr.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDividends and gains that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder and, in the case of a non-U.S. holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.
Biggest changeDividends and gains that are effectively connected with a non-U.S. holder’s conduct of trade or business in the United States, and, if required by an applicable income tax treaty, attributable to a permanent establishment or fixed base in the United States, will generally be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. holder.
There is no limitation imposed by laws of Cayman Islands or in the Charter on the right of non-residents to hold or vote Ordinary Shares. E. Taxation Certain Material U.S. Federal Income Tax Considerations The following is a discussion of certain material U.S. federal income tax considerations relevant to the ownership and disposition of Ordinary Shares.
There is no limitation imposed by the laws of the Cayman Islands or in the Charter on the right of non-residents to hold or vote Ordinary Shares. E. Taxation Certain Material U.S. Federal Income Tax Considerations The following is a discussion of certain material U.S. federal income tax considerations relevant to the ownership and disposition of Ordinary Shares.
We have not and do not intend to seek any rulings from the IRS regarding the statements made and positions or conclusions described in this summary. ALL HOLDERS OF PURCHASER SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE EFFECTS OF U.S.
We have not and do not intend to seek any rulings from the IRS regarding the statements made and the positions or conclusions described in this summary. ALL HOLDERS OF PURCHASER SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE EFFECTS OF U.S.
See discussion below under “— Passive Foreign Investment Company Rules .” U.S. holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to Ordinary Shares. Subject to certain exceptions, dividends on Ordinary Shares will generally constitute foreign source income for foreign tax credit limitation purposes.
See the discussion below under “ Passive Foreign Investment Company Rules .” U.S. holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to Ordinary Shares. Subject to certain exceptions, dividends on Ordinary Shares will generally constitute foreign source income for foreign tax credit limitation purposes.
In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm.
In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file an Annual Report on Form 20-F with the SEC containing financial statements audited by an independent accounting firm.
This discussion applies only to Ordinary Shares held as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not discuss all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances or status, including alternative minimum tax and Medicare contribution tax consequences, or holders who are subject to special rules, including: ● brokers, dealers and other investors that do not own their Ordinary Shares as capital assets; ● traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; ● tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax deferred accounts; 96 ● banks or other financial institutions, underwriters, insurance companies, real estate investment trusts or regulated investment companies; ● persons liable for alternative minimum taxes; ● U.S. expatriates or former long-term residents of the United States; ● persons that own (directly, indirectly, or by attribution) 10% or more (by vote or value) of the Ordinary Shares; ● partnerships or other pass-through entities for U.S. federal income tax purposes, including S corporations, and beneficial owners of partnerships or other pass-through entities; ● persons holding Ordinary Shares as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position; ● persons required to accelerate the recognition of any item of gross income with respect to Ordinary Shares as a result of such income being recognized on an applicable financial statement; ● persons whose functional currency is not the U.S. dollar; ● persons that received Ordinary Shares as compensation for services; or ● controlled foreign corporations or passive foreign investment companies.
This discussion applies only to Ordinary Shares held as capital assets for U.S. federal income tax purposes, generally, property held for investment, and does not discuss all aspects of U.S. federal income taxation that might be relevant to holders in light of their particular circumstances or status, including alternative minimum tax and Medicare contribution tax consequences, or holders who are subject to special rules, including: • brokers, dealers, and other investors that do not own their Ordinary Shares as capital assets; • traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; • tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; • banks or other financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; • persons liable for alternative minimum taxes; • U.S. expatriates or former long-term residents of the United States; 95 • persons that own (directly, indirectly, or by attribution) 10% or more (by vote or value) of the Ordinary Shares; • partnerships or other pass-through entities for U.S. federal income tax purposes, including S corporations, and beneficial owners of partnerships or other pass-through entities; • persons holding Ordinary Shares as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position; • persons required to accelerate the recognition of any item of gross income with respect to Ordinary Shares as a result of such income being recognized on an applicable financial statement; • persons whose functional currency is not the U.S. dollar; • persons who received Ordinary Shares as compensation for services; or • controlled foreign corporations or passive foreign investment companies.
Additional Reporting Requirements Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of an applicable dollar threshold are required to report information to the IRS relating to Ordinary Shares, subject to certain exceptions (including an exception for Ordinary Shares held in an account maintained with a U.S. financial institution), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold Ordinary Shares.
Additional Reporting Requirements Certain U.S. holders of specified foreign financial assets with an aggregate value in excess of an applicable dollar threshold are required to report information to the IRS relating to Ordinary Shares, subject to certain exceptions, including an exception for Ordinary Shares held in an account maintained with a U.S. financial institution, by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold Ordinary Shares.
In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: 2.1 on or in respect of the shares, debentures or other obligations of LPA; or 2.2 by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (Revised).
In addition, no tax to be levied on profits, income, gains, or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: 2.1 on or in respect of the shares, debentures, or other obligations of LPA; or 2.2 by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (Revised).
The determination of whether a foreign corporation is a PFIC is based upon the composition of such foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock), and the nature of such non-U.S. corporation’s activities.
The determination of whether a foreign corporation is a PFIC is based upon the composition of that foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock), and the nature of such non-U.S. corporation’s activities.
These concessions shall be for a period of twenty years from October 10, 2023. F. Dividends and Paying Agents Not applicable. 102 G. Statement by Experts Not applicable. H. Documents on Display We are subject to certain of the informational filing requirements of the Exchange Act.
These concessions shall be for a period of twenty years from October 10, 2023. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H. Documents on Display We are subject to certain of the informational filing requirements of the Exchange Act.
The Ordinary Shares, which are expected to be listed on the NYSE, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that they will be “regularly traded” for purposes of these rules.
The Ordinary Shares, which are expected to be listed on the NYSE, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that they will be “regularly traded” for 98 purposes of these rules.
U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of Ordinary Shares. 100 Non-U.S. Holders The section applies to you if you are a non-U.S. holder.
U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of Ordinary Shares. Non-U.S. Holders The section applies to you if you are a non-U.S. holder.
No stamp duty is payable in respect of the issue of Ordinary Shares or on an instrument of transfer in respect of such shares. Stamp duty may apply to an instrument of transfer in respect of an Ordinary Share if executed in or brought into the Cayman Islands.
No stamp duty is payable with respect to the issue of Ordinary Shares or on an instrument of transfer with respect to such shares. Stamp duty may apply to an instrument of transfer in respect of an Ordinary Share if executed in or brought into the Cayman Islands.
For purposes of this discussion, a U.S. holder means a beneficial owner of Ordinary Shares that is, for U.S. federal income tax purposes: ● an individual who is a citizen or resident of the United States; ● a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; ● an estate whose income is subject to U.S. federal income tax regardless of its source; or ● a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. 97 Ownership and Disposition of Ordinary Shares by U.S.
For purposes of this discussion, a U.S. holder means a beneficial owner of Ordinary Shares that is, for U.S. federal income tax purposes: • an individual who is a citizen or resident of the United States; • a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; • an estate whose income is subject to U.S. federal income tax regardless of its source; or • a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
If LPA is or becomes a PFIC during any year in which a U.S. holder holds Ordinary Shares, there are three separate taxation regimes that could apply to such U.S. holder under the PFIC rules, which are the (i) excess distribution regime (which is the default regime), (ii) QEF regime, and (iii) mark-to-market regime.
If LPA is or becomes a PFIC during any year in which a U.S. holder holds Ordinary Shares, three separate taxation regimes could apply to such U.S. holder under the PFIC rules, which are the (i) excess distribution regime, which is the default regime, (ii) QEF regime, and (iii) mark-to-market regime.
The determination of whether or not LPA is a PFIC for a taxable year will depend on the composition of LPA’s income and assets, and the fair market value of its assets from time to time, including its unbooked goodwill, which may be determined by reference to LPA’s share price (which could fluctuate significantly).
The determination of whether LPA is a PFIC for a taxable year will depend on the composition of LPA’s income and assets, and the fair market value of its assets from time to time, including its unbooked goodwill, which may be determined by reference to LPA’s share price (which could fluctuate significantly).
U.S. holders should therefore assume that any distribution by LPA with respect to its shares will be treated as dividend income. Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations.
Therefore, U.S. holders should assume that any distribution by LPA with respect to its shares will be treated as dividend income. Such dividends will not be eligible for the dividends-received deduction available to U.S. corporations with respect to dividends received from other U.S. corporations.
This discussion is necessarily general and does not address all aspects of U.S. federal income taxation, including the effect of the U.S. federal alternative minimum tax or the Medicare contribution tax, or U.S. federal estate and gift tax, or any state, local or non-U.S. tax laws to a holder of Ordinary Shares.
This discussion is necessarily general and does not address all aspects of U.S. federal income taxation, including the effects of the U.S. federal alternative minimum tax or the Medicare contribution tax, or U.S. federal estate and gift tax, or any state, local or non-U.S. tax laws affecting a holder of Ordinary Shares.
Holders Distributions on Ordinary Shares This section is subject to further discussion under “— Passive Foreign Investment Company Rules ” below. Distributions paid by LPA out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as dividend income.
Ownership and Disposition of Ordinary Shares by U.S. Holders Distributions on Ordinary Shares This section is subject to further discussion under “— Passive Foreign Investment Company Rules ” below. Distributions paid by LPA out of current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, are generally taxable to a U.S. holder as dividend income.
In addition, special rules may apply to a non-U.S. holder that is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met.
In addition, special rules may apply to a non-U.S. holder who is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition and meets certain other requirements.
Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
Passive income for purposes of the PFIC Income Test generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.
Generally, under this excess distribution regime: ● the gain or excess distribution will be allocated ratably over the period during which such U.S. holder held his or her Ordinary Shares; ● the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which LPA is a PFIC, will be taxed as ordinary income; and ● the amount allocated to each of the other taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. 99 The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses.
Generally, under this excess distribution regime: • the gain or excess distribution will be allocated ratably over the period during which such U.S. holder held his or her Ordinary Shares; • the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which LPA is a PFIC, will be taxed as ordinary income; and • the amount allocated to each of the other taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
Once a non-U.S. corporation qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, always treated as a PFIC with respect to such shareholder, regardless of whether it satisfies either of the qualification tests in subsequent years (unless the U.S. holder makes a deemed sale election with respect to the stock of the PFIC held by such U.S. holder once such PFIC ceases to satisfy either of the qualification tests).
Once a non-U.S. corporation qualifies as a PFIC it is, with respect to a shareholder during the time it qualifies as a PFIC, always treated as a PFIC with respect to such shareholder, regardless of whether it no longer satisfies the PFIC 97 Income Test and the PFIC Asset Test in subsequent years unless the U.S. holder makes a deemed sale election with respect to the stock of the PFIC held by such U.S. holder once such PFIC ceases to satisfy both of the qualification tests.
LPA has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands substantially in the following form on October 10, 2023.
LPA has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has applied for and received an undertaking from the Financial Secretary of the Cayman Islands substantially in the following form on October 10, 2023. 100 The Tax Concessions Act Undertaking as to Tax Concessions In accordance with the Tax Concessions Act (Revised) of the Cayman Islands, the following undertaking is hereby given to LPA: 1.
In the event any non-U.S. tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. holder’s ability to claim a foreign tax credit for such non-U.S. tax is subject to various limitations and restrictions.
In the event any non-U.S. tax (including withholding tax) is imposed upon such sale or other disposition, a U.S. holder’s ability to claim a foreign tax credit for such non-U.S. tax is subject to various limitations and restrictions. U.S. holders should consult their tax advisors regarding the ability to claim a foreign tax credit. Passive Foreign Investment Company Rules Generally.
Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information. 101 Material Cayman Islands Tax Considerations The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of LPA.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
Dividends received by non-corporate U.S. holders (including individuals) from a “qualified foreign corporation” may be taxed as “qualified dividend income” (“QDI”) at reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied.
U.S. holders should consult their own tax advisors about the appropriate U.S. federal income tax treatment of any distribution received from LPA. 96 Dividends received by non-corporate U.S. holders, including individuals, from a “qualified foreign corporation” may be taxed as “qualified dividend income” (“QDI”) at reduced tax rates, provided that certain holding period requirements and other conditions are satisfied.
The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.
U.S. holders should consult their tax advisors regarding the ability to claim a foreign tax credit. 98 Passive Foreign Investment Company Rules Generally. The treatment of U.S. holders of the Ordinary Shares could be materially different from that described above if LPA is treated as a PFIC for U.S. federal income tax purposes.
The treatment of U.S. holders of the Ordinary Shares could be materially different from that described above if LPA is treated as a PFIC for U.S. federal income tax purposes.
Information Reporting and Backup Withholding Information reporting requirements may apply to dividends received by U.S. holders of Ordinary Shares and the proceeds received on the disposition of Ordinary Shares effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations).
Additionally, in the case of a non-U.S. holder that is a corporation for U.S. federal income tax purposes, these may also be subject to an additional branch profits tax at a rate of 30% or a lower applicable tax treaty rate. 99 Information Reporting and Backup Withholding Information reporting requirements may apply to dividends received by U.S. holders of Ordinary Shares, and the proceeds received on the disposition of Ordinary Shares effected within the United States and, in certain cases, outside the United States, in each case other than U.S. holders that are exempt recipients such as corporations.
Removed
U.S. holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from LPA.
Added
The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses.
Removed
The Tax Concessions Act Undertaking as to Tax Concessions In accordance with the Tax Concessions Act (Revised) of the Cayman Islands, the following undertaking is hereby given to LPA: 1.
Added
Material Cayman Islands Tax Considerations The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of LPA. The discussion is a general summary of the present law, which is subject to prospective and retroactive change.

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