Response of the Office of Mergers and Acquisition
Division of Corporation Finance

May 19, 2021

Via Email

Glenn McGrory
Cleary, Gottlieb, Steen & Hamilton LLP
gmcgrory@cgsh.com

Re: Partial Offer by Aerodrome Infrastructure S.à r.l. et al. for Grupo Aeroportuario
de Centro Norte, S.A.B. de C.V.

Dear Mr. McGrory:

We are responding to your letter dated May 18, 2021, addressed to Ted Yu, Christina Chalk and Valian Afshar, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action relief. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and the accompanying letter from Mexican counsel. Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter dated May 18, 2021.

Section I

On the basis of the representations and the facts presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting exemptions from Exchange Act Rules 14d-10(a)(1) and 14e-5.

In granting the exemptive relief described above, we further note:

• Other than the fact that the U.S. Offer will be for all Series B Shares held by U.S. Holders and all ADSs, and the Mexican Offer will be for all Series B Shares, there are no material differences between the U.S. and Mexican Offers;
• Mexican Law requires that all holders of Series B Shares, including U.S. Holders, be allowed to participate in the Mexican Offer;
• Mexican Law prohibits the widespread dissemination of the U.S. Offer materials in Mexico; and
• The Offers meet all of the conditions set forth in Rule 14e-5(b)(11), except the requirement that U.S. ownership of OMA not exceed 40 percent.

Section II

Based on the representations in your May 18, 2021 letter, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Exchange Act Rule 14e-1(c). In granting this relief, we are not expressing a position regarding the timeliness, accuracy or completeness of the beneficial ownership filings of the Offerors and their affiliates relating to the Offers.

The exemptive and no-action relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.