Le Lézard
Classified in: Business
Subjects: TNM, OFR

Petróleos Mexicanos Announces Pricing Of Global Notes And Private Exchange Offers For Fourteen Series Of Its Securities


MEXICO CITY, Jan. 21, 2020 /PRNewswire/ -- Petróleos Mexicanos ("PEMEX") announced today the pricing of global notes denominated in U.S. Dollars (the "New Money Securities"), and the commencement of two liability management transactions consisting of fourteen separate exchange offers targeting certain series of PEMEX outstanding short-term maturity notes due 2021 through 2026 and long-term maturity bonds due 2044 through 2048 (the "Exchange Offers").  The Exchange Offers are separate from and in addition to the cash tender offers announced earlier today by PEMEX (the "Tender Offers").

New Money Securities

The New Money Securities will be issued under PEMEX's U.S. $112,000,000,000 Medium-Term Notes Program, Series C, will constitute unsecured obligations of PEMEX and will be jointly and severally guaranteed by Pemex Exploración y Producción, Pemex Transformación Industrial and Pemex Logística, and their respective successors and assignees.

PEMEX intends to use the net proceeds from the sale of the New Money Securities to repurchase notes validly tendered and accepted for purchase by PEMEX in the Tender Offers and the remainder, if any, to repay other outstanding indebtedness.

PEMEX priced an issue of:

Exchange Offers

Group A Waterfall Offers

The first liability management transaction consists of ten separate offers to exchange (the "Group A Waterfall Offers") PEMEX's outstanding securities set forth in the table below (the "Group A Waterfall Securities") for newly-issued New 2031 Notes for up to U.S. $1.0 billion principal amount (the "Group A Waterfall Offer Cap") of New 2031 Notes, plus Accrued Interest (as defined below):

Series of Group A
Waterfall Securities(1)

Principal Amount
Outstanding

Acceptance
Priority
Level

Principal Amount of
New 2031 Notes Offered
as Late Participation
Consideration
(2)

Early Participation
Premium(2)

Principal Amount of New
2031 Notes Offered as
Early Participation
Consideration
(2)(3)

5.500% Notes due 2021

U.S. $1,102,385,000

1

U.S. $982.66

U.S. $50.00

U.S. $1,032.66

6.375% Notes due 2021

U.S. $366,023,000

2

U.S. $992.47

U.S. $50.00

U.S. $1,042.47

4.875% Notes due 2022

U.S. $790,083,000

3

U.S. $995.00

U.S. $50.00

U.S. $1,045.00

Floating Rate Notes due 2022

U.S. $568,468,000

4

U.S. $1,000.00

U.S. $50.00

U.S. $1,050.00

5.375% Notes due 2022

U.S. $609,655,000

5

U.S. $1,006.50

U.S. $50.00

U.S. $1,056.50

3.500% Notes due 2023

U.S. $1,360,915,000

6

U.S. $970.00

U.S. $50.00

U.S. $1,020.00

4.625% Notes due 2023

U.S. $1,019,571,000

7

U.S. $1,009.00

U.S. $50.00

U.S. $1,059.00

4.500% Notes due 2026

U.S. $1,500,000,000

8

U.S. $971.70

U.S. $50.00

U.S. $1,021.70

4.250% Notes due 2025

U.S. $790,958,000

9

U.S. $987.20

U.S. $50.00

U.S. $1,037.20

4.875% Notes due 2024

U.S. $1,032,618,000

10

U.S. $1,017.50

U.S. $50.00

U.S. $1,067.50

_____________________________

(1) CUSIPs and ISINs set forth in the table below under "Securities Codes."

(2) Per U.S.$1,000 principal amount of the applicable series of Group A Waterfall Securities validly tendered and accepted for exchange.  The exchange consideration does not include Accrued Interest on such Group A Waterfall Securities. Eligible holders whose Group A Waterfall Securities are validly tendered and accepted for exchange will also receive Accrued Interest, if any.

(3) Includes the applicable Early Participation Premium.

Group B Waterfall Offers

The second liability management transaction consists of four separate offers to exchange (the "Group B Waterfall Offers") PEMEX's outstanding securities set forth in the table below (the "Group B Waterfall Securities" and, together with the Group A Waterfall Securities, the "Waterfall Securities") for newly-issued New 2060 Bonds for up to U.S. $1.0 billion principal amount (the "Group B Waterfall Offer Cap" and, together with the Group A Waterfall Offer Cap, the "Waterfall Offer Caps") of New 2060 Bonds, plus Accrued Interest:

Series of Group B
Waterfall Securities(1)

Principal Amount
Outstanding

Acceptance
Priority
Level

Principal Amount of
New 2060 Bonds Offered
as Late Participation
Consideration
(2)

Early Participation
Premium(2)

Principal Amount of New
2060 Bonds Offered as
Early Participation
Consideration
(2)(3)

5.500% Bonds due 2044

U.S. $973,047,000

1

U.S. $875.00

U.S. $50.00

U.S. $925.00

5.625% Bonds due 2046

U.S. $1,699,232,000

2

U.S. $876.80

U.S. $50.00

U.S. $926.80

6.350% Bonds due 2048

U.S. $3,328,663,000

3

U.S. $938.00

U.S. $50.00

U.S. $988.00

6.375% Bonds due 2045

U.S. $1,560,481,000

4

U.S. $949.00

U.S. $50.00

U.S. $999.00

_____________________________

(1) CUSIPs and ISINs set forth in the table below under "Securities Codes."

(2) Per U.S.$1,000 principal amount of the applicable series of Group B Waterfall Securities validly tendered and accepted for exchange.  The exchange consideration does not include Accrued Interest on such Group B Waterfall Securities. Eligible holders whose Group B Waterfall Securities are validly tendered and accepted for exchange will also receive Accrued Interest, if any.

(3) Includes the applicable Early Participation Premium.

The following Acceptance Priority Procedures and Proration procedures will apply to each of the Group A Waterfall Offers and the Group B Waterfall Offers.  References to Waterfall Securities and Waterfall Offer Cap in the following paragraphs relate to either the Group A Waterfall Offers or the Group B Waterfall Offers:

If proration of a series of tendered Waterfall Securities is required, we will determine the final proration factor as soon as practicable after the Early Participation Date or Expiration Date, as applicable, and will inform Eligible Holders of such series of Waterfall Securities of the results of the proration.  In the event proration is required with respect to a series of Waterfall Securities, we will multiply the principal amount of each valid tender of such series of Waterfall Securities by the applicable proration rate and round the resulting amount down to the nearest U.S. $1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer.  The excess principal amount of Waterfall Securities not accepted from the tendering Eligible Holders will be promptly returned to such Eligible Holders.  If, after applying such proration factor, any Eligible Holder would be entitled to a credit or return of a portion of tendered Waterfall Securities of a series that is less than the authorized denominations, then, in our sole discretion, (i) all of the Waterfall Securities of such series tendered by such Eligible Holder will be accepted without proration, (ii) a portion of the Waterfall Securities of such series tendered by such Eligible Holder will be rejected such that only Waterfall Securities of such series in the Authorized Denominations are credited or returned or (iii) none of the Waterfall Securities of such series tendered by such Eligible Holder will be accepted.

Common Terms Applicable to the Exchange Offers

The securities to be issued in connection with the Exchange Offers will constitute an additional issuance of New Securities and will be governed under the 2009 Indenture. The New 2031 Notes and the New 2060 Bonds to be issued in connection with the Exchange Offers will constitute a single series with, and are expected to be assigned the same CUSIP, ISIN and common code numbers and have the same terms and conditions as, the New Money 2031 Notes and the New Money 2060 Bonds, respectively, priced earlier today by PEMEX.

The Exchange Offers are being made on the terms and subject to the conditions set forth in the Exchange Offer Statement, dated January 21, 2020 (the "Exchange Offer Statement" and together with the related eligibility letter and the letter of transmittal, the "Offer Documents"), which sets forth in more detail the terms and conditions of the Exchange Offers.

The Exchange Offers will expire at 11:59 p.m., New York City time, on February 19, 2020 unless earlier terminated or extended by PEMEX (such time and date with respect to each Exchange Offer, as it may be extended with respect to such Exchange Offer, the "Expiration Date"). Waterfall Securities tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 4, 2020 unless extended, but not thereafter. 

Eligible Holders of Waterfall Securities validly tendered on or prior to 5:00 p.m., New York City time, on February 4, 2020 (such date and time, as the same may be extended, the "Early Participation Date") and accepted for exchange pursuant to the Exchange Offers will be eligible to receive the applicable early participation consideration reflected in the tables above (the "Early Participation Consideration"), which includes the applicable early participation premium applicable to the relevant series of Waterfall Securities as set forth in the tables above (the "Early Participation Premium").  Eligible Holders of Waterfall Securities validly tendered after the Early Participation Date and on or prior to the Expiration Date and accepted for exchange pursuant to the Exchange Offers will be eligible to receive the late participation consideration reflected in the tables above (the "Late Participation Consideration") applicable to the relevant series of Waterfall Securities, which is equal to the applicable Early Participation Consideration less the applicable Early Participation Premium.  Eligible Holders will also receive an amount in cash (such amount "Accrued Interest") consisting of accrued and unpaid interest on Waterfall Securities accepted for exchange in the Exchange Offers from, and including, the last interest payment date for each of the Waterfall Securities to, but not including, the applicable settlement date of the Exchange Offers (the "Settlement Date"), plus any additional amounts thereon less the interest accrued on the New Securities exchanged therefor from the settlement date of the offering of the New Money Securities, to the extent such interest accrued on such New Securities does not exceed the accrued and unpaid interest on such accepted Waterfall Securities.  If the interest accrued on such New Securities exceeds the accrued and unpaid interest on such accepted Waterfall Securities, then the amount of Accrued Interest paid will be zero.

Following the Early Participation Date and at or prior to the Expiration Date, we will have the right to elect to accept the Waterfall Securities validly tendered at or prior to the Early Participation Date, provided that all conditions of the Exchange Offers have been satisfied or, where applicable, waived by us (the "Early Settlement Right").  If we exercise our Early Settlement Right, we expect to settle the Exchange Offers in respect of Waterfall Securities validly tendered at or prior to the Early Participation Date that are accepted for exchange (the "Early Settlement Date") promptly following the date on which we accept for exchange such Waterfall Securities (the "Early Acceptance Date").  Assuming that we exercise the Early Settlement Right and all conditions of the Exchange Offers have been satisfied, or where applicable, waived by us, we expect that the Early Settlement Date will occur no later than the second business day following the Early Participation Date.

For Waterfall Securities that have been validly tendered at or prior to the Expiration Date (exclusive of Waterfall Securities accepted for exchange on the Early Settlement Date, if any), and that are accepted for exchange, we expect to settle such Waterfall Securities promptly following the Expiration Date (the "Final Settlement Date").  Assuming that such Final Settlement Date is not extended and all conditions of the Exchange Offers have been satisfied or, where applicable, waived by us, we expect that the Final Settlement Date will occur no later than second business day following the Expiration Date.

PEMEX's obligation to accept and exchange the Waterfall Securities of any series validly tendered pursuant to an Exchange Offer is conditioned on the successful closing of the New Money Offering on or prior to the applicable Settlement Date.  In addition, the Exchange Offers are conditioned on the satisfaction of other conditions described in the Exchange Offer Statement, including the tax fungibility condition, as fully described in the Exchange Offer Statement.  The consummation of an Exchange Offer is not conditioned on the consummation of the other Exchange Offers.  Each Exchange Offer is independent of the other Exchange Offers, and PEMEX may withdraw or modify any Exchange Offer without withdrawing or modifying other Exchange Offers.  PEMEX reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer.

If PEMEX terminates any Exchange Offer with respect to one or more series of Waterfall Securities, it will give prompt notice to the Information and Exchange Agent and all Waterfall Securities tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering Eligible Holders thereof. With effect from such termination, any Waterfall Securities blocked in The Depository Trust Company ("DTC") will be released. 

Securities Codes for the Group A Waterfall Securities

Series

Registered Securities(1)

Rule 144A Securities

Reg S Securities

Authorized Denominations


CUSIP

ISIN

CUSIP

ISIN

CUSIP

ISIN

Minimum Denomination

Integral Multiples

5.500% Notes due 2021

71654QAX0

US71654QAX07

71656LAD3

71656LAJ0

US71656LAD38

US71656LAJ08

71656MAD1

71656MAJ8

US71656MAD11

US71656MAJ80

U.S. $10,000

U.S. $1,000

6.375% Notes due 2021

71654QCA8

US71654QCA85

71656LBJ9

US71656LBJ98

71656MBJ7

US71656MBJ71

U.S. $10,000

U.S. $1,000

4.875% Notes due 2022

71654QBB7

US71654QBB77

71656LAL5

US71656LAL53

71656MAL3

US71656MAL37

U.S. $10,000

U.S. $1,000

Floating Rate Notes due 2022

71654QCF7

US71654QCF72

71656LBN0

US71656LBN01

71656MBN8

US71656MBN83

U.S. $10,000

U.S. $1,000

5.375% Notes due 2022

71654QCE0

US71654QCE08

71656LBP5

US71656LBP58

71656MBP3

US71656MBP32

U.S. $10,000

U.S. $1,000

3.500% Notes due 2023

71654QBG6

US71654QBG64

71656LAP6

US71656LAP67

71656MAP4

US71656MAP41

U.S. $10,000

U.S. $1,000

4.625% Notes due 2023

71654QCD2

US71654QCD25

71656LBL4

US71656LBL45

71656MBL2

US71656MBL28

U.S. $10,000

U.S. $1,000

4.500% Notes due 2026

71654QBW1

US71654QBW15

71656LBD2

US71656LBD29

71656MBD0

US71656MBD02

U.S. $10,000

U.S. $1,000

4.250% Notes due 2025

71654QBV3

US71654QBV32

71656LBA8

US71656LBA89

71656MBA6

US71656MBA62

U.S. $10,000

U.S. $1,000

4.875% Notes due 2024

71654QBH4

US71654QBH48

71656LAQ4

71656LAX9

US71656LAQ41

US71656LAX91

71656MAX7

71656MAQ2

US71656MAX74

US71656MAQ24

U.S. $10,000

U.S. $1,000

______________________

(1)   The security codes associated with the registered series of Group A Waterfall Securities were generated in connection with exchange offers conducted for such Group A Waterfall Securities pursuant to registration rights agreements that were executed in connection with the offering of such Group A Waterfall Securities.

Securities Codes for the Group B Waterfall Securities

Series

Registered Securities(1)

Rule 144A Securities

Reg S Securities

Authorized Denominations


CUSIP

ISIN

CUSIP

ISIN

CUSIP

ISIN

Minimum Denomination

Integral Multiples

5.500% Bonds due 2044

71654QBE1

US71654QBE17

71656LAN1

71656LAM3

71656LBB6

US71656LAN10

US71656LAM37

US71656LBB62

71656MAM1

71656MBB4

71656MAN9

US71656MAM10

US71656MBB46

US71656MAN92

U.S. $10,000

U.S. $1,000

5.625% Bonds due 2046

71654QBX9

US71654QBX97

71656LBE0

US71656LBE02

71656MBE8

US71656MBE84

U.S. $10,000

U.S. $1,000

6.350% Bonds due 2048

71654QCL4

US71654QCL41

71654QCJ9

US71654QCJ94

P78625DE0

USP78625DE05

U.S. $10,000

U.S. $1,000

6.375% Bonds due 2045

71654QBR2

US71654QBR20

71656LAY7

US71656LAY74

71656MAY5

US71656MAY57

U.S. $10,000

U.S. $1,000

______________________

(1)   The security codes associated with the registered series of Group B Waterfall Securities were generated in connection with exchange offers conducted for such Group B Waterfall Securities pursuant to registration rights agreements that were executed in connection with the offering of such Group B Waterfall Securities.

Global Bondholder Services Corporation will also act as the Information and Exchange Agent for the Exchange Offers.  Questions or requests for assistance related to the Exchange Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at +1 (866) 470-4500 (toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.

PEMEX has retained Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. to act as dealer managers in connection with the Exchange Offers (the "Dealer Managers"). 

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Waterfall Securities as to when such intermediary would need to receive instructions from such Eligible Holder in order for that Eligible Holder to be able to participate in, or withdraw their instruction to participate in, an Exchange Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.

The New Money Securities are being sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act, and to persons outside the United States in accordance with Regulation S under the Securities Act.  The New Securities offered for exchange are being so offered only (1) to holders of Waterfall Securities who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and (2) outside the United States, to holders of Waterfall Securities other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who are not acquiring such New Securities for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and who are non-U.S. qualified offerees (as defined under "Transfer Restrictions on the New Securities" in the Exchange Offer Statement).  Only holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentence are authorized to receive and review the Exchange Offer Statement and to participate in the Exchange Offers (such holders, "Eligible Holders").  The eligibility letter can be accessed at the following link: https://gbsc-usa.com/eligibility/pemex

The New Money Securities and the New Securities to be issued pursuant to the Exchange Offers have not been registered under the Securities Act or any state or other jurisdiction's securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.  The New Money Securities and the New Securities to be issued pursuant to the Exchange Offers will be issued with registration rights.

This announcement is for informational purposes only. This press release shall not constitute an offer to sell or buy or the solicitation of an offer to buy or sell any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful. 

The Exchange Offers are being made solely pursuant to the Offer Documents. The Exchange Offers are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offers to be made by a licensed broker or dealer, the Exchange Offers will be deemed to be made on behalf of PEMEX by the Dealer Managers for the Exchange Offers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The communication of this press release and any other documents or materials relating to the Exchange Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). The Exchange Offers were only available to, and the Exchange Offers were engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Exchange Offers or any of their contents.

Forward-Looking Statements

This press release contains forward-looking statements.  Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties.  No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions.  PEMEX undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

SOURCE Petróleos Mexicanos ("PEMEX")


These press releases may also interest you

at 21:56
OKX, a leading Web3 technology company, today added support for Runes, a new fungible token standard by Casey Rodarmor, a former Bitcoin developer and artist, following today's Bitcoin halving. With this addition, users can now create, mint, manage...

at 21:21
The Minister of Indigenous Services, Patty Hajdu, issued the following statement today: "I would like to sincerely thank Mr. Pedro Arrojo-Agudo, the United Nations Special Rapporteur on the human rights to safe drinking water and sanitation, for...

at 21:19
TSX VENTURE COMPANIES BULLETIN V2024-1145 GOOD NATURED PRODUCTS INC. ("GDNP") ("GDNP.DB")BULLETIN TYPE: Convertible Debenture/s, Miscellaneous, HaltBULLETIN DATE: April 19, 2024TSX Venture Tier 2 Company Good Natured Products Inc. (the "Company")...

at 20:06
Monteverde & Associates PC (the "M&A Class Action Firm"), has recovered money for shareholders and is recognized as a Top 50 Firm in the 2018-2022 ISS Securities Class Action Services Report. We are headquartered at the Empire State Building in New...

at 20:06
Rise48 Equity, a leading multifamily investment group, today announced the acquisition of Mosaic Apartments in the DFW area of Texas. This 288-unit complex marks a significant milestone as the company's 50th acquisition since 2019 and its 10th in the...

at 20:00
Note: All times local Victoria, British Columbia 10:20 a.m.    The Prime Minister will greet the President of Poland, Andrzej Duda. Note for media: Pooled photo opportunity10:25 a.m. The Prime Minister will meet with the President of Poland,...



News published on and distributed by: