TRXF11 Invests R$ 250M in Mercado Livre, But DPU Remains Flat Relevance4,0
Intermediate

TRXF11 Invests R$ 250M in Mercado Livre, But DPU Remains Flat

The real estate fund committed R$ 250 million to finance a major distribution center, but distributions remain capped between R$ 0.90 and R$ 0.93 per unit.

The TRXF11 real estate fund (FII) has finalized a R$ 250 million investment in a Real Estate Receivables Certificate (CRI) to finance the construction of Mercado Livre's distribution center in Campinas, São Paulo. Investors expecting an immediate bump in monthly distributions will need to recalibrate their math: management has kept its distribution guidance locked right where it was.

What Happened with TRXF11?

TRXF11 invested R$ 250 million to build the Meli Campinas DC, a built-to-suit logistics facility for Mercado Livre. During construction, the fund will earn interest of 8.50% per year plus the INCC inflation index, and upon delivery, it will exchange the debt for a 14.57% physical stake in the property leased for 16 years.

The transaction, formalized via material fact on October 16, 2026, marks another step in the portfolio's deep transformation. When it canceled a R$ 2.13 billion acquisition from the Cy.Capital portfolio in August, the fund had reduced its pending acquisition pipeline to roughly R$ 1.6 billion. The project with Leverage Securitizadora for the Campinas logistics center now serves as its new capital allocation front.

The total asset features massive scale: 461,000 square meters of Gross Leasable Area (GLA) built on a 656,000-square-meter plot. Because TRXF11's acquired stake represents a 14.57% fractional share, the fund now holds the equivalent of 67,161.60 square meters of proprietary GLA within this class-AAA logistics park.

Previous Portfolio 124 properties 74.25% atypical | 13.4 avg. years
→
Post-Acquisition 132 properties 63.28% atypical | 10.86 avg. years

This move solidifies a structural jump: total invested real estate equity reached R$ 12.89 billion spread across 132 properties. However, the portfolio's long-term defensive profile shortened. The share of atypical leases dropped from 74.25% to 63.28% of total revenue, and the remaining average lease term declined from 13.41 years to 10.86 years.

How Much Will TRXF11 Pay in Monthly DPU After This Purchase?

The distribution per unit (DPU) will remain between R$ 0.90 and R$ 0.93. Fund management explicitly confirmed in the filing that monthly distribution estimates were unchanged by the new R$ 250 million investment, disappointing investors projecting immediate increases.

Historically, the fund maintains a strict predictability guideline, paying precisely R$ 0.93 per unit throughout most of 2025 and 2026 (barring semi-annual closing distributions, such as the R$ 1.50 distributed in June 2026). In September 2026, the unit delivered the usual R$ 0.93.

The reason for this stability is mathematical: the structure was designed to avoid cash flow jolts. During the development phase, which runs through September 2028, the securitization firm pays a contracted return of 8.50% per year adjusted by the INCC index, serving as a guaranteed minimum income on the disbursed balance. This protects operating cash flow, but does not generate excess cash capable of pushing the base distribution beyond R$ 0.93.

Projected Monthly DPU R$ 0.90 to R$ 0.93

Payout range unchanged over the short and medium-term horizon.

Net Cap Rate 8.50% p.a.

Operating yield stabilized post-delivery of the logistics complex.

Annualized Dividend Yield 13.08%

Calculated based on the unit's market close of R$ 71.80.

Who Is TRXF11's Largest Tenant Now?

Mercado Livre has become the fund's largest single tenant, accounting for 16.66% of all consolidated real estate revenue. The Argentine retailer overtook traditional chains like Assaí and Grupo Mateus, reshaping the portfolio's credit concentration.

Until mid-2026, the market viewed TRXF11 primarily as a grocery retail and urban wholesale fund. With recent operations consolidated and the Campinas DC on board, the logistics sector took the absolute lead with 38.91% of fund revenues, while retail fell to second place at 27.08%. E-commerce, driven by Mercado Livre and Shopee (3.94%), now accounts for 20.59% of gross inflows.

Mercado Livre 16.66%
Multi-Tenant Logistics 13.79%
Shopping Center Retailers 10.27%
Assaí Atacadista 6.68%
Grupo Mateus 6.39%
Hospital Albert Einstein 5.95%

This sector rotation is a double-edged sword. On one hand, Mercado Livre boasts top-tier corporate credit ratings in the Latin American market, with a historically flawless payment track record. On the other hand, exposure to a single operator rose significantly: nearly one-sixth of all fund revenue will depend directly on compliance with the Campinas lease.

How Does the R$ 250 Million Structure Work in Practice?

The transaction starts as debt and ends as physical real estate. The fund did not buy a finished warehouse outright; it subscribed to a CRI to fund construction expenses, and as modules are completed, it will settle the security by receiving the definitive title deed for its fractional share of the property.

This payment-in-kind structure protects unitholders against defaults during the construction phase, since funds are only released based on engineering progress milestones through July 2028. At the same time, it establishes a timeline spanning more than two years until full completion.

October 2026 CRI Investment Completion Initial disbursement of R$ 250 million via Leverage Securitizadora yielding 8.50% p.a. plus INCC.
July 2028 End of Construction Contributions Completion of scheduled financial disbursement flows per technical progress reports.
October 2027 First Partial Delivery Start of CRI amortization and conversion into a 14.57% physical warehouse stake; start of 16-year lease.
September 2028 Full Completion of Meli Campinas Stabilized operation at an 8.50% p.a. cap rate, adjusted annually by IPCA inflation.

When the first key is handed over in October 2027, the atypical 16-year lease takes effect. This built-to-suit model includes heavy penalties equivalent to the total remaining lease payments in the event of early unilateral termination, alongside transferring maintenance responsibilities to the tenant.

Warning on Nominal Operational Return: The contracted post-delivery cap rate of 8.50% per year is defensive and secures a heavy-hitting tenant, but it sits well below the Selic base rate of 14.25% p.a. While Brazil's benchmark interest rates remain in the double digits, acquisitions at 8.50% rely entirely on future IPCA inflation adjustments to justify the opportunity cost of capital.

What Changed in Fund Risk and Leverage?

Leverage did not decrease, but expansion risk is better controlled than in August 2026, when the fund intended to absorb over R$ 4 billion in simultaneous assets. Previous debt already showed a balance of R$ 2.75 billion in securitizations (29.05% of assets) and a 20.14% LTV.

At that time, management dealt with an average securitization cost tied to IPCA + 7.12% p.a. on more than half the debt, alongside CDI-linked commitments. By opting for a phased-disbursement CRI with a guaranteed return of INCC + 8.50% through 2028, the fund avoids an immediate cash drain and maintains a protection buffer while the 13th unit offering is underway in the market.

Portfolio Indicator Before (Jul/26) Current Scenario (Oct/26) What Changed
Total number of properties 124 132 +8 properties absorbed
Gross Leasable Area (GLA) ~1.60M sq meters 2,126,770 sq meters Significant scale physical expansion
Share of Atypical Leases 74.25% 63.28% 10.97 percentage point drop in shielding
Average Lease Term 13.41 years 10.86 years 2.55-year reduction in portfolio
Largest Tenant Assaí / Multi-Tenants Mercado Livre (16.66%) Heavy concentration in e-commerce
Monthly Payout Range R$ 0.93 R$ 0.90 to R$ 0.93 Guidance maintained without increase

The table above summarizes the crucial point: TRXF11 gained size and a globally prestigious tenant, but the portfolio as a whole became slightly less protected in terms of atypical lease proportions compared to the first half of the year. Investors must weigh this trade-off.

Is TRXF11 at R$ 71.80 a Buy Today?

At R$ 71.80, units trade at a 26% discount to book value. The official net asset value per unit sits at R$ 96.67, resulting in a price-to-book multiple (P/BV) of 0.74—a discount rarely seen in the trading history of the TRXF11 real estate fund on the B3.

This discount reflects broad pessimism toward brick-and-mortar funds amid a 14.25% Selic rate and uncertainty from the 13th unit offering, which aimed to issue units at R$ 94.25 for up to R$ 10 billion with restrictions on preemptive rights. At current screen prices, investors acquire the portfolio with an annualized, tax-free dividend yield of 13.08%, anchored by the stable distribution of R$ 0.93 per unit.

What This Means for Unitholders

If you already hold TRXF11 in your portfolio, the announcement provides credit quality relief (Mercado Livre brings unquestionable solidity) but confirms that the R$ 0.93 distribution is a ceiling, not a floor to be surpassed anytime soon. For prospective buyers, the 26% book discount offers significant margin of safety against interest rate volatility, offsetting the new acquisition's moderate 8.50% cap rate.

What Should Investors Monitor Going Forward?

To evaluate whether the investment thesis remains healthy over coming quarters, three concrete numerical triggers warrant close monitoring:

1

Monthly DPU Floor of R$ 0.90 — Any announcement breaking the R$ 0.90 to R$ 0.93 range to the downside will signal that debt costs or Meli Campinas development expenses weighed heavier on net income than anticipated.

2

Outcome of Guarulhos and LOG Recife II Acquisitions — Roughly R$ 1.6 billion in acquisitions remain under review (Guarulhos depends on antitrust clearance from CADE). The completion or cancellation of these deals will determine whether leverage climbs back up or holds steady.

3

Final Proceeds from the 13th Unit Offering — The volume actually subscribed will dictate whether the fund needs to issue new capital market debt to settle Leverage CRI installments through 2028 or whether it will utilize fresh unitholder cash.

Verdict: HOLD

The R$ 250 million investment in Meli Campinas replaces Cyrela's canceled pipeline with a superior technical asset and excellent credit risk. However, the 8.50% p.a. rate does not accelerate near-term distributions and keeps payouts capped at R$ 0.93. With units trading at R$ 71.80 and a 26% book discount (P/BV of 0.74), the risk-reward profile justifies holding the position while tracking the physical execution of construction through the first delivery in October 2027.