| Terms and Repayment Schedule |
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As of
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Currency
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Nominal interest rate 2025
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Nominal interest rate 2024
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Maturity
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December 31, 2025
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December 31, 2024
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Inmobiliaria Insurgentes 421:
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Bancomext
(1)
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USD
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SOFR + 3.5% |
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SOFR + 3.5%
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2037
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$
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1,772,644,107
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$
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2,029,066,425
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Cost
to obtain loans and commissions
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(15,692,913
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)
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(17,038,019
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)
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Total
Inmobiliaria Insurgentes 421
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1,756,951,194
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2,012,028,406
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Murano World:
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Exitus
Capital S.A.P.I de C. V. ENR (“Exitus Capital”) (2)
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USD
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15.00 |
% |
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15.00 |
% |
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2029
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366,293,953
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373,168,040
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Arrendadora
Fínamo,S.A. de C.V. (“Finamo”) (3)
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MXN
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15.76
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%
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15.76
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%
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2027
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318,667,489
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282,011,355
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Administradora de Soluciones de Capital, S.A. de C.V. SOFOM ENR (Finamo) (4)
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MXN |
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22.00 |
% |
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22.00 |
% |
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2025 |
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144,493,360 |
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144,493,360 |
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ALG (5)
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USD
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10 |
% |
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10
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%
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2030
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359,056,000
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410,206,000
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Santander
International (6)
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USD
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Best Rate+0.80% |
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Best Rate+0.80%
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2027
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26,800,341
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30,694,061
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Cost
to obtain loans and commissions
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(4,191,139
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)
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(7,833,206
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Total
Murano World
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1,211,120,004
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1,232,739,610
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Edificaciones BVG:
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Exitus
Capital (7)
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-
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4,776,175
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Total
Edificaciones BVG
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-
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4,776,175
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| Murano PV: |
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| NAFIN (8) |
USD |
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SOFR + 3.75% first year; second
year SOFR +4.00 and third year
SOFR + 4.25%
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SOFR + 3.75% first year;
second year SOFR +4.00
and third year SOFR +
4.25%
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2027 |
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1,044,441,106 |
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1,126,878,115 |
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Administradora de Soluciones de Capital, S.A. de C.V. SOFOM NR (ASC Finamo) (9)
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USD |
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15 |
% |
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15 |
%
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2030 |
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401,030,907 |
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458,160,522 |
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ASC Finamo (10)
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MXN |
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22 |
% |
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22 |
%
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2025 |
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100,000,000 |
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100,000,000 |
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Cost to obtain loans and commissions
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(17,888,282 |
) |
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(26,599,533 |
) |
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Total Murano PV
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1,527,583,731 |
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1,658,439,104 |
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| Fideicomiso 4323 (issuer trust): |
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| Senior Notes(11) |
USD |
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11% plus 2%
of PIK capitalized
first three years
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11% plus 2%
of PIK capitalized
first three years
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2031 |
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5,494,095,384 |
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6,153,090,000 |
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| Cost to obtain loans and commissions |
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(186,718,865 |
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(233,007,287 |
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5,307,376,519 |
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5,920,082,713 |
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Accrued interest payable
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916,613,493
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346,134,418
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Total debt
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10,719,644,941
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11,174,200,426
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Current instalments
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10,692,844,600
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3,481,380,489
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Long-term debt, excluding current instalments
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$
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26,800,341
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$
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7,692,819,937
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The Company had a syndicated secured mortgage loan of up to U.S.$239,811,150
with Banco Nacional de Comercio Exterior S.N.C. Institución de Banca de Desarrollo (“Bancomext”), Caixabank, S. A. Institución de Banca Multiple (“Caixabank”), Sabadell, S. A. Institución de Banca Multiple (“Sabadell”), Nacional
Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo (NAFIN) and Avantta Sentir Común, S. A. de C. V. SOFOM, E.N.R. (Avantta). Operadora GIC I was jointly liable for this loan as well as Operadora GIC II and
Murano World.
The Company also had a Secured loan under a credit line of up to U.S. $31,480,000 to finance VAT receivable with a 36-month maturity or
earlier on collection of such VAT receivables from Mexican authorities. On December 2023, the maturity was extended until December 31, 2024.
On September 12, 2024, balance of both loans described above were repaid in full in connection with the issuance of the Senior Notes described in section
(11) described below.
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(1) |
On October 18, 2018, Inmobiliaria Insurgentes 421 obtained
a U.S.$49,753,000 unsecured loan with Bancomext. This loan was renegotiated to U.S.$7,500,000 on October 10, 2022. With this loan, the Company repaid fully the first loan, including interest. This loan is secured by the
Insurgentes Complex with OHI421 and OHI421 Premium jointly liable and with the pledge of the Murano PV shares.
In May 2023, the Company restructured this loan with an increase of U.S.$25,000,000 giving a total credit line of U.S.$100,000,000.
On April 4, 2024, the Company amended the loan agreement between Inmobiliaria Insurgentes 421 and Bancomext. The main change included reducing the
amount of the principal payments from April 2024 to April 2025, as well as receiving an event of default waiver from Bancomext, in connection with the borrower’s funding obligations in respect of the debt service reserve accounts.
The parties executed an amendment and waiver agreement to provide new terms and conditions with respect to the funding obligations of the debt service reserve accounts.
On July 4, 2025 the Company signed the amendment of this loan agreement previously approved by Bancomex on June 18, 2025. The main amendment was
the re-scheduling of principal payments over the remaining maturity of this loan in smaller amounts in comparation to the original amortization tab described in the last amended to this agreement from April 4, 2024 as well as
the elimination of one of the two debt service reserve funds if during a period of six months the Group is able to maintain the couple of debt service funds fully funded. The above re-structuring will allow the Company to
stabilize the operations of the Insurgentes 421 Hotels (Andaz and Mondrian) in the forthcoming months. On July 16, 2025 the Company also signed the substitution of the trustee from CI Banco to Bancomext. Final amendments of the
Trust were signed on December 18, 2025.
As of December 31, 2025 and 2024, the Company has not fully
funded the debt services reserve accounts, resulting in a covenant breach. The loan has not been accelerated, and the creditor has not notified an intention to do so. As of December 31, 2025 and 2024, the entire balance is classified as a current liability.
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(2) |
The Loan balance with Exitus is described as follows:
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(i)
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Syndicated secured mortgage loan of U.S.$30,000,000
(U.S.15,000,000 granted by Exitus and U.S.$15,000,000 granted by Sofoplus) with the major shareholders of the Company as joint obligors (“Exitus Loan I”). The balance of this loan was repaid in full on
September 30, 2024 with the proceeds of the Exitus Loan IV described below.
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(ii)
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Loan agreement up to U.S.$2,500,000 with the major shareholders as joint obligors. As
of December 31, 2023, the total amount drawn was $18,391,571 (U.S. $1,088,677). On January 26, 2024, February 26, 2024, March 26, 2024, April 26, 2024 and May 26, 2024, the Company drew U.S.$70,000, U.S.$316,000,
U.S.$311,000, U.S.$325,000
and U.S.$374,000 respectively. (“Exitus Loan II”). The balance of this loan was repaid in full on September 30, 2024
with the proceeds of the Exitus Loan IV described below.
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(iii)
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Loan agreement for U.S.$972,300 signed on June 26, 2023 (Exitus Loan III). The
balance of this loan was repaid in full on September 30, 2024 with the proceeds of the Exitus Loan IV described below.
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(iv)
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On September 30, 2024, Murano World restructured its debt with Exitus Capital and substituted the remaining balance of the three loans described in the sections 2. (i) (ii) and (iii) above in the amounts of U.S.$15,000,000, U.S.$2,434,012 and U.S.$715,297, respectively. The amount of the new credit line was U.S.$18,149,309 (“Exitus Loan IV”). This new loan requires us to pay interest quarterly at the annual interest rate of 15% starting October 1, 2024, with maturity on December 30, 2025. The balance of this loan was fully re-paid with the proceeds from the Exitus Loan V described below.
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(v)
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In August 2025, Murano World entered into a new loan agreement with Exitus for the amount of US$20,403,165
(“Exitus Loan V”). The Company used the proceeds of this loan to repay in full the Exitus Loan IV described above. It included a payment of the principal amount of U.S.$18,194,063 and interest accrued of U.S.$2,209,102 as of
June 30, 2025. The new loan term maturity is 48 months and accrues quarterly interest at an annual rate of 15%. The loan includes a six month grace period for the payment of interest and principal since July 1, 2025, and was due on December 30, 2025. Principal payments will begin on the 36th month anniversary of the loan. The Company did not make the interest
payment of the six month period of grace of this loan. The Company also breached a covenant of this agreement that required to paid an equity kicker in the amount of U.S.3,102,985 or its equivalent in Murano Global Investment ordinary shares (approximately 356,665 at a share price of U.S.$8.7).
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As result of the covenant breaches with this loan, the balance was classified as current liability as of December 31, 2025. See note 20 for
additional details about defaults subsequent to December 31, 2025.
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(3)
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Sale and lease back agreement signed with Finamo in
February 2023 for an amount of $350,000,000 with a 48-month termination period. The agreement includes the pledge of plots of land as security in La Punta Baja Mar that are subject to a
registered debenture. The Company signed additional sale and lease back agreements for $60,000,000 in
October and November 2023. . The Company did not make lease payments under this instrument from February 1st to December 31, 2025. As result of the covenant breaches with this loan, the balance was classified as current
liability as of December 31, 2025. See note 20 for additional details about defaults subsequent to December 31, 2025.
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(4) |
On December 3, 2024, Murano World, as borrower and the major shareholders of the Company as joint obligors signed a
loan agreement with Administradora de Soluciones de Capital, S.A. de C.V. SOFOM E.N.R. (Finamo) in the amount of $144,493,360
with maturity of 12 months and pays interest in a two-month period at the annual rate of 22%. The Company did not make interest and principal payments as applicable under this loan agreement from January 1st to December
31, 2025. As result of the covenant breaches with this loan, the balance was classified as current liability as of December 31, 2025. See note 20 for additional details about defaults subsequent to December 31, 2025.
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(5) |
Secured loan agreement signed by Murano World, on March 31, 2023, for purchase and development of the beach club,
which also guarantees this loan. This loan accrues interest at an annual rate of 10%. The interest payment due in
December 2024 was not made, and as result of, this loan is breached. Although the loan has not been accelerated
and the creditor thereunder has not threatened to accelerate the loan, pursuant to IAS 1 “Presentation of financial statements”, this loan is classified as current liability as of December 31, 2025. As of the date of the
issuance of these financial statements, the Company is discussing a negotiation with ALG to remedy this default..See note 20 for additional details about defaults subsequent to December 31, 2025.
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(6) |
Loan with “Best rate” interest for preferred clients. On March 27, 2024, Murano World increased this credit line from
U.S.$1,500,000 to U.S.$2,000,000.
On October 30, 2024, the Company repaid U.S.$500,000 to this loan agreement. See note 20 for additional information
about this loan. On March 7, 2025, Murano World extended the maturity of the Santander loan from March 7, 2025 to March 7, 2027.
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(7) |
Sale and lease back agreement signed with Exitus Capital in
December 2019 with a 36-month termination period for each tranche. On April 4, 2025 Murano World repaid in full the
outstanding balance of the sale and lease back agreement with Exitus at that date in the amount of $3,286,980.
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(8) |
On October 17, 2024, Murano PV, as borrower, the major
shareholders of the Company as joint obligors, and NAFIN signed a secured loan agreement up to U.S.$70,378,287. This
loan is intended to assist Murano PV with its working capital. The maturity of this loan is due October 28, 2027. The
Company received the tranche A and part of the tranche B on October 28, 2024, in the amount of U.S.$54,942,059 at the
signature date of the agreement. The interest will be capitalized during the term of the loan at the interest rate of SOFR + 3.75%
for the first year, SOFR + 4.00% for the second year and SOFR + 4.25% for the third year. Not being in default of any covenants under this loan agreement is a condition for any drawdown of the remaining balance of Tranche
B (used for the interest payments).
As of December 31, 2025 the Company did not make the 2025 fourth quarter interest payment as per the amortization table of this loan.
The Company also breached the following covenants included in the waiver obtained last June 26, 2025: (i) The construction of the 616 hotel rooms related to the GIC I second phase was not finalized before December 31, 2025; (ii)
The Company did not execute the change in mortgage guarantee from the private units 4 & 5 of the Cancun complex to the private unit 3.
As result of the covenant breach described above, this loan is classified as current liability as of December 31, 2025.
The Company maintained active discussion with NAFIN to make the payment of the balance by executing the mortgage guarantee and is
revisiting if the private unit 5 of the Cancun Complex will be sufficient to cover the debt. See note 20 for additional details about defaults subsequent to December 31, 2025.
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(9) |
On January 5, 2024, the Company signed a loan agreement with
Finamo for $350,000,000 at a fixed annual interest rate of 17%; funds were received on the same date. On January 5, 2024, the Company and the major shareholder of the Company as joint obligor, also signed an additional loan
agreement with Fínamo for U.S.$26,000,000 at a fixed annual interest rate of 15%. The funds were received on January 18, 2024, and part of this loan was used to pay the $350,000,000 described above. Unit 3 of the land in Grand Island was given as a guarantee under this loan agreement. On October 2, 2024, the Company made a prepayment of
U.S. $3,661,930. The Company did not make interest and principal payments as applicable under this loan agreement
from January 1st to December 31, 2025. As result of the covenant breaches with this loan, the balance was classified as current liability as of December 31, 2025. See note 20 for additional details about defaults subsequent to
December 31, 2025.
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(10) |
On April 9, 2024, Murano PV and the major shareholder of the Company as joint obligor, signed a loan agreement with Finamo for $100,000,000 with maturity in 6 months and a fixed annual
interest rate of 22%. On December 3, 2024 the Company negotiated an extension to pay the principal amount of this
loan from October 4, 2024, to November 5, 2025. The Company did not make interest and principal payments as
applicable under this loan agreement from January 1st to December 31, 2025. As a result of the covenant breaches with this loan, the balance was classified as current liability as of December 31, 2025. See note 20 for
additional details about defaults subsequent to December 31, 2025.
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(11) |
On
September 12, 2024, the Company issue Senior Secured Notes for U.S.$300,000,000 (the “2031 Notes”) with maturity on September 12, 2031,
and will pay semi-annual coupons at an interest rate of 11% plus a 2% of PIK interest that will be capitalized over the first three years of the notes. The Senior Secured Notes are guaranteed by a mortgage over the private units 1 and 2 of the GIC Complex as well as the collection rights
of the revenues generated by phase one of the GIC Complex. The main uses of this financing were to repay in full the balances of the secured mortgage syndicated loan of Fideicomiso Murano 2000 /CIB 3001 and the VAT credit
both described above, respectively.
The Company did not make the second coupon interest payment due on
September 12, 2025 in respect of the 2031 Notes and failed to cure this situation within the 30-day grace period ending on October 12, 2025. Such failure constitutes an Event of Default under the Indenture governing the
2031 Notes. The Company also delivered the 2024 audited financial statements of the entities Murano PV, Fideicomiso Murano 2000, Operadora Hotelera GI, and Fideicomiso CIB 4323 after the 120 days period established in
Section 4.03 of the Indenture governing the 2031 Notes issued on September 12, 2024 . The Company has not yet delivered the audited financial statements of the Trust 3224, which includes the mortgage over the private
unit 2 of the Cancun Complex, as this trust has no operations other than the mortgage described above. The Company expects to deliver those financial statements in the short term. Due to the breaches described above the
2031 Notes are classified as current liability as of December 31, 2025.
The Company continued with formal discussion with the ad hoc group of the 2031 Note holders after December 31, 2025, and, as
described, in note 20 (i) a term sheet agreement for the restructuring of the 2031 Notes was reached on March 10, 2026. See note 20 (i) for additional information.
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