(Pemex, 26.Sep.2019) — Petróleos Mexicanos (PEMEX) announced the early participation results of (a) its offers to exchange any and all of its outstanding series of securities set forth in the table below under the heading “Any and All Offers” (collectively, the “Any and All Securities”, and such offers, the “Any and All Offers”) and (b) its offers to exchange the series of securities set forth in the table below under the heading “Waterfall Offers” (collectively, the “Waterfall Securities”, and such offers, the “Waterfall Offers”) for a specified maximum aggregate principal amount of new securities to be issued by PEMEX. The Any and All Offers and the Waterfall Offers are collectively referred to as the “Exchange Offers.” The Any and All Securities and the Waterfall Securities are collectively referred to as the “Securities.”
The Exchange Offers are being made on the terms and subject to the conditions set forth in the Exchange Offer Statement, dated September 12, 2019 (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.
Any and All Offers
Pursuant to the Any and All Offers, (i) tendering holders of the Any and All Securities described in the table below under the heading “Group A” have the option to receive either 6.490% Notes due 2027 (the “New 2027 Notes”) or 7.690% Bonds due 2050 (the “New 2050 Bonds”) as exchange consideration and (ii) tendering holders of the Any and All Securities described in the table below under the heading “Group B” have the option to receive either 6.840% Notes due 2030 (the “New 2030 Notes”) or New 2050 Bonds, as exchange consideration. The New 2027 Notes, the New 2030 Notes and the New 2050 Bonds are collectively referred to as the “New Securities”.
The following table summarizes the early participation results for the Any and All Offers as of 5:00 p.m., New York City time, on September 25, 2019 (the “Early Participation Date”) and the principal amount of each series of Any and All Securities that PEMEX has accepted for exchange:
On the terms and subject to the conditions set forth in the Exchange Offer Statement, PEMEX will issue U.S. $1,102,232,000 aggregate principal amount of New 2027 Notes, U.S. $1,163,586,000 aggregate principal amount of New 2030 Notes and U.S. $1,565,788,000 aggregate principal amount of New 2050 Bonds, as exchange consideration for Any and All Securities accepted in the Any and All Offers. The total amount of accrued and unpaid interest to be paid by PEMEX, together with the total amount of cash to be paid by PEMEX in lieu of fractional amounts of New Securities, will be approximately U.S. $19,118,340.87.
Any and All Securities that have been validly tendered or that are validly tendered after the Early Participation Date and prior to the Expiration Date (as defined below) cannot be withdrawn, except as may be required by applicable law.
Waterfall Offers
Pursuant to the Waterfall Offers, tendering holders of the Waterfall Securities described in the table below were offered New 2050 Bonds as exchange consideration.
The following table summarizes the early participation results for the Waterfall Offers as of 5:00 p.m., New York City time on the Early Participation Date and the principal amount of each series of Waterfall Securities that PEMEX has accepted for exchange:
On the terms and subject to the conditions set forth in the Exchange Offer Statement, PEMEX will issue U.S. $3,500,000,000 aggregate principal amount of New 2050 Bonds, as consideration for Waterfall Securities accepted in the Waterfall Offers. The total amount of accrued and unpaid interest to be paid by PEMEX, together with the total amount of cash to be paid by PEMEX in lieu of fractional amounts of New 2050 Bonds, will be approximately U.S. $56,934,467.93.
Because the acceptance for exchange of all Waterfall Securities validly tendered pursuant to the Waterfall Offers would cause PEMEX to issue an aggregate principal amount of New 2050 Bonds in excess of the U.S. $3.5 billion aggregate principal amount of New 2050 Bonds offered to be issued in exchange for Waterfall Securities validly tendered and accepted for exchange (the “Waterfall Exchange Cap”), PEMEX has accepted for exchange all of the 6.500% Bonds due 2041, 5.500% Bonds due 2044 and 6.375% Bonds due 2045 validly tendered, only U.S. $277,215,000 principal amount of the 5.625% Bonds due 2046 validly tendered (the “2046 Bonds”) and none of the 6.750% Bonds due 2047 or 6.350% Bonds due 2048 validly tendered. PEMEX will accept tenders by holders of 2046 Bonds on a pro rata basis according to the proration procedures described in the Exchange Offer Statement using a proration factor of approximately 46.14%.
Because the Waterfall Exchange Cap has been reached by the Early Participation Date, holders of Waterfall Securities who tender after the Early Participation Date will not have any of their Waterfall Securities accepted for exchange. Any Waterfall Securities not accepted for exchange will be promptly returned to holders.
Waterfall Securities that have been validly tendered cannot be withdrawn, except as may be required by applicable law.
General
Pemex has elected to exercise its right to accept the Securities validly tendered at or prior to the Early Participation Date. The early settlement date on which PEMEX will settle the Securities accepted in the Exchange Offers is expected to be September 27, 2019 (the “Early Settlement Date”). The Exchange Offers will expire at 11:59 p.m., New York City time, on October 9, 2019 (the “Expiration Date”).
The New Securities issued as exchange consideration pursuant to the Exchange Offers will be further issuances of, and will be consolidated, form a single series and be fully fungible with, the outstanding 6.490% Notes due 2027, 6.840% Notes due 2030 and 7.690% Bonds due 2050, respectively, issued by PEMEX on September 23, 2019 (collectively, the “New Money Securities”). Considering the aggregate principal amount of New Money Securities outstanding prior to the Early Settlement Date, the aggregate principal amount outstanding of 6.490% Notes due 2027, 6.840% Notes due 2030 and 7.690% Bonds due 2050 after the Early Settlement Date will be U.S. $2,352,232,000 aggregate principal amount of 6.490% Notes due 2027, U.S. $4,413,586,000 aggregate principal amount of 6.840% Notes due 2030 and U.S. $8,065,788,000 aggregate principal amount of 7.690% Bonds due 2050.
Global Bondholder Services Corporation is acting 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 retained Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC to act as dealer managers in connection with the Exchange Offers (the “Dealer Managers”).
Eligible Holders (as defined below) are advised to check with any bank, securities broker or other intermediary through which they hold 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 Securities are being offered for exchange only (1) to holders of Securities who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (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 Securities other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring 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 Securities 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 Securities will be issued with registration rights.
This announcement is for informational purposes only. This press release shall not constitute an offer to buy or the solicitation of an offer to 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.
***