6-K 1 d772477d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September, 2019

Commission File Number 0-99

 

 

PETRÓLEOS MEXICANOS

(Exact name of registrant as specified in its charter)

 

 

MEXICAN PETROLEUM

(Translation of registrant’s name into English)

 

 

United Mexican States

(Jurisdiction of incorporation or organization)

Avenida Marina Nacional No. 329

Colonia Verónica Anzures

11300 Ciudad de México

México

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

Yes  ☐            No  ☒

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

 

 

 

LOGO    PETRÓLEOS MEXICANOS ANNOUNCES MEASURES TO STRENGTHEN ITS FINANCIAL CONDITION:

 

  •  

PRICING OF GLOBAL NOTES

 

  •  

PRIVATE EXCHANGE OFFERS

September 12, 2019

MEXICO CITY, MEXICO – 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 fifteen separate exchange offers targeting certain series of PEMEX outstanding short-term maturity notes due 2022 through 2025 and long-term maturity bonds due 2041 through 2048 (the “Exchange Offers”).

The offering of New Money Securities and the Exchange Offers are part of a series of measures recently announced by PEMEX intended to improve its financial condition. The Exchange Offers are separate from and in addition to the cash tender offers announced earlier today by PEMEX.

New Money Securities

The New Money Securities will be issued under PEMEX’s U.S. $102,000,000,000 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 for general corporate purposes, including the repayment of short-term loans.

PEMEX priced an issue of:

 

  •  

6.490% Notes due 2027 (the “2027 Notes”), for an aggregate principal amount of U.S.$1,250,000,000. The 2027 Notes were issued at a price of 99.954%, plus accrued interest (if any) from September 23, 2019. Interest is payable on January 23 and July 23 of each year, commencing on January 23, 2020. The 2027 Notes will mature on January 23, 2027.

 

  •  

6.840% Notes due 2030 (the “2030 Notes”), for an aggregate principal amount of U.S.$3,250,000,000. The 2030 Notes were issued at a price of 99.939%, plus accrued interest (if any) from September 23, 2019. Interest is payable on January 23 and July 23 of each year, commencing on January 23, 2020. The 2030 Notes will mature on January 23, 2030.

 

  •  

7.690% Bonds due 2050 (the “2050 Bonds”), for an aggregate principal amount of U.S.$3,000,000,000. The 2050 Bonds were issued at a price of 99.899%, plus accrued interest (if any) from September 23, 2019. Interest is payable on January 23 and July 23 of each year, commencing on January 23, 2020. The 2050 Bonds will mature on January 23, 2050.

Exchange Offers

Any and All Exchange Offers

The first liability management transaction consists of nine separate offers to exchange (the “Any and All Offers”) any and all of PEMEX’s outstanding securities set forth in the table below (i) under the heading “Group A” (the “Group A Securities”), for, at the election of Eligible Holders of Group A Securities, either newly-issued 6.490% Notes due 2027 (the “New 2027 Notes”) or newly-issued 7.690% Bonds due 2050 (the “New 2050 Bonds”) and (ii) under the heading “Group B” (the “Group B Securities” and, together with the Group A Securities, the “Any and All Securities”) for, at the election of Eligible Holders of Group B Securities, either newly-issued 6.840% Notes due 2030 (the “New 2030 Notes” and together with the New 2027 Notes and the New 2050 Notes, the “New Securities”) or newly-issued New 2050 Bonds:

 

Group

  

Series of Securities(1)

    Principal
Amount
Outstanding		    Exchange Options(2)   Principal Amount of
New Securities Offered
as Late Participation
Consideration(3)		      Early
Participation
Premium(3)		      Principal Amount of New
Securities Offered as
Early Participation
Consideration(3)(4)		  

Group A

                
  4.875% Notes due 2022    U.S. $2,100,000,000    6.490% Notes due 2027     U.S. $987.50        U.S. $50        U.S. $1,037.50  
  8.625% Bonds due 2022    U.S. $160,245,000    OR     U.S. $1,060.00        U.S. $50        U.S. $1,110.00  
  Floating Rate Notes due 2022    U.S. $1,000,000,000    7.690% Bonds due 2050     U.S. $986.25        U.S. $50        U.S. $1,036.25  
  5.375% Notes due 2022    U.S. $1,500,000,000        U.S. $998.75        U.S. $50        U.S. $1,048.75  
               

Group B

                
  3.500% Notes due 2023    U.S. $2,100,000,000    6.840% Notes due 2030     U.S. $946.25        U.S. $50        U.S. $996.25  
  4.625% Notes due 2023    U.S. $2,069,302,000    OR     U.S. $976.25        U.S. $50        U.S. $1,026.25  
  8.625% Guaranteed Bonds due 2023    U.S. $131,003,000    7.690% Bonds due 2050
     U.S. $1,062.50        U.S. $50        U.S. $1,112.50  
  4.875% Notes due 2024    U.S. $1,500,000,000        U.S. $973.75        U.S. $50        U.S. $1,023.75  
  4.250% Notes due 2025    U.S. $1,000,000,000        U.S. $923.75        U.S. $50        U.S. $973.75  

 

(1)

CUSIPs and ISINs set forth in the table below under “Securities Codes.”

(2)

Eligible Holders of Group A Securities are eligible to exchange into New 2027 Notes or New 2050 Bonds and Eligible Holders of Group B Securities are eligible to exchange into New 2030 Notes or New 2050 Bonds.

(3)

Offered as exchange consideration per U.S.$1,000 principal amount of the applicable series of Any and All Securities tendered and accepted for exchange. Amount does not include Accrued Interest (as defined below) on such Any and All Securities.

(4)

Includes the applicable Early Participation Premium.

Waterfall Exchange Offers

The second liability management transaction consists of six separate offers to exchange (the “Waterfall Offers”) PEMEX’s outstanding securities set forth in the table below (the “Waterfall Securities” and, together with the Any and All Securities, the “Securities”) for newly-issued New 2050 Bonds for an aggregate principal amount of New 2050 Bonds to be issued as consideration in the Waterfall Offers (which does not include Accrued Interest) (the “Waterfall Exchange Consideration”), not to exceed U.S.$3.5 billion (the “Waterfall Exchange Cap”):

 

Series of Securities(1)

    Principal Amount
Outstanding		      Acceptance
Priority
Level		    Principal Amount of New
2050 Bonds Offered as
Late Participation
Consideration(2)		      Early Participation
Premium(2)(3)		      Principal Amount of New
2050 Bonds Offered as
Early Participation
Consideration (2)(3)		  

6.500% Bonds due 2041

    U.S. $ 3,000,000,000      1      U.S. $880.00        U.S. $50        U.S. $930.00  

5.500% Bonds due 2044

    U.S. $ 1,703,533,000      2      U.S. $797.50        U.S. $50        U.S. $847.50  

6.375% Bonds due 2045

    U.S. $ 3,000,000,000      3      U.S. $858.75        U.S. $50        U.S. $908.75  

5.625% Bonds due 2046

    U.S. $ 1,976,447,000      4      U.S. $797.50        U.S. $50        U.S. $847.50  

6.750% Bonds due 2047

    U.S. $ 6,000,000,000      5      U.S. $890.00        U.S. $50        U.S. $940.00  

6.350% Bonds due 2048

    U.S. $ 3,328,663,000      6      U.S. $862.50        U.S. $50        U.S. $912.50  

 

(1)

CUSIPs and ISINs set forth in the table below under “Securities Codes. ”

(2)

Offered as exchange consideration per U.S.$1,000 principal amount of the applicable series of Waterfall Securities tendered and accepted for exchange. Amount does not include Accrued Interest on such Waterfall Securities.

(3)

Includes the applicable Early Participation Premium.

If the exchange of all Waterfall Securities tendered at or prior to the Early Participation Date (as defined below) would cause us to issue an aggregate principal amount of New 2050 Bonds that would result in an aggregate Waterfall Exchange Consideration in excess of the Waterfall Exchange Cap, then the Waterfall Offers will be oversubscribed at the Early Participation Date and we will not accept for exchange any Waterfall Securities tendered after the Early Participation Date and will (assuming satisfaction or, where applicable, the waiver of the conditions to the Waterfall Offers) accept for exchange on the Early Acceptance Date (as defined below) (or, if there is no Early Acceptance Date, the Expiration Date (as defined below)) the Waterfall Securities tendered at or prior to the Early Participation Date pursuant to the acceptance priority procedures described below (the “Acceptance Priority Procedures”). If the Waterfall Offers are not oversubscribed at the Early Participation Date and the exchange of all Waterfall Securities validly tendered at or prior to the Expiration Date would cause us to issue an aggregate principal amount of New 2050 Bonds that would result in an aggregate Waterfall Exchange Consideration in excess of the Waterfall Exchange Cap, then the Waterfall Offers will be oversubscribed at the Expiration Date, and we will (assuming satisfaction or, where applicable, the waiver of the conditions to the Waterfall Offers), accept for exchange all Waterfall Securities tendered at or prior to the Early Participation Date and then accept for exchange any Waterfall Securities tendered after the Early Participation Date pursuant to the Acceptance Priority Procedures.

In the Waterfall Offers, subject to the satisfaction of the conditions to the Waterfall Offers, we will accept for exchange validly tendered Waterfall Securities in the order of the related Acceptance Priority Level set forth in the table above (the “Acceptance Priority Level”), beginning with the lowest numerical value of Acceptance Priority Level first.

Subject to the procedures described below for undersubscribed Waterfall Offers by the Early Participation Date, if the aggregate principal amount of New 2050 Bonds to be issued in exchange for all validly tendered Waterfall Securities corresponding to an Acceptance Priority Level, when added to the aggregate principal amount of New 2050 Bonds to be issued in exchange for all Waterfall Securities accepted for exchange corresponding to each higher Acceptance Priority Level (lower numerical value), if any, would cause us to issue an aggregate principal amount of New 2050 Bonds that would result in an aggregate Waterfall Exchange Consideration that does not exceed the Waterfall Exchange Cap, then we will accept for exchange all such Waterfall Securities of this series and will then apply the foregoing procedure to the next lower Acceptance Priority Level (next higher numerical value). If the condition described in the foregoing sentence is not met, we will accept for exchange the maximum aggregate principal amount of tendered Waterfall Securities of such series (on a prorated basis) such that the aggregate principal amount of New 2050 Bonds issued in exchange for the series of Waterfall Securities with the lowest Acceptance Priority Level (the highest numerical value) accepted, when considered together with the aggregate principal amount of New 2050 Bonds issued in exchange for Waterfall Securities with higher Acceptance Priority Levels (lower numerical values), comes as close as possible to the amount of the Waterfall Exchange Cap without exceeding such amount.

Tendered Waterfall Securities with an Acceptance Priority Level lower than the Acceptance Priority Level that would cause us to issue an aggregate principal amount of New 2050 Bonds that would result in an aggregate Waterfall Exchange Consideration in excess of the Waterfall Exchange Cap will not be accepted for exchange, provided that, if the Waterfall Offers are not fully subscribed as of the Early Participation Date, tendered Waterfall Securities at or before the Early Participation Date will be accepted for exchange in priority to other Waterfall Securities tendered after the Early Participation Date, even if such Waterfall Securities tendered after the Early Participation Date have a higher Acceptance Priority Level than Waterfall Securities tendered prior to the Early Participation Date.

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 (or, in the case of the 8.625% Guaranteed Bonds due 2023 under CUSIPs 71654XAC1 and 71654YAB1, U.S. $10,000 principal amount) in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Waterfall 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 set forth in the table below under “Securities Codes,” 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 New 2027 Notes, the New 2030 Notes and the New 2050 Bonds will constitute an additional issuance of 2027 Notes, 2030 Notes and 2050 Notes, respectively. Any New 2027 Notes, New 2030 Notes and New 2050 Bonds 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 2027 Notes, 2030 Notes and 2050 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 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.

The Exchange Offers will expire at 11:59 p.m., New York City time, on October 9, 2019 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”). Securities tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on September 25, 2019, unless extended, but not thereafter.

Eligible Holders of Securities validly tendered on or prior to 5:00 p.m., New York City time, on September 25, 2019 (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 early participation premium applicable to the relevant series of Securities as set forth in the tables above (the “Early Participation Premium”). Eligible Holders of 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 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 Securities accepted for exchange in the Exchange Offers from, and including, the last interest payment date for each of the 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 Securities. If the interest accrued on such New Securities exceeds the accrued and unpaid interest on such accepted 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 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 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 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 Securities that have been validly tendered at or prior to the Expiration Date (exclusive of Securities accepted for exchange on the Early Settlement Date, if any), and that are accepted for exchange, we expect to settle such 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 Securities of any series validly tendered pursuant to an Exchange Offer is conditioned on the successful closing of the offering of the New Money Securities by the applicable Settlement Date. The Exchange Offers are also conditioned on the satisfaction of certain customary 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 Securities, it will give prompt notice to the Information and Exchange Agent and all Securities tendered pursuant to such terminated Exchange Offer will be returned promptly to the tendering Eligible Holders thereof. With effect from such termination, any Securities blocked in The Depository Trust Company (“DTC”) will be released.

Securities Codes for the Securities

 

Series

    Registered Securities(1)      Rule 144A Securities      Reg S Securities      Authorized Denominations  
     CUSIP      ISIN      CUSIP      ISIN      CUSIP      ISIN      Minimum
Denomination		      Integral
Multiples		  

4.875% Notes due 2022

      71654QBB7        US71654QBB77        71656LAL5        US71656LAL53        71656MAL3        US71656MAL37      U.S. $ 10,000      U.S. $ 1,000  

8.625% Bonds due 2022

      706451AG6        US706451AG65        70645JAH5        US70645JAH59        70645KAH2        US70645KAH23      U.S. $ 1,000      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  
     706451BC4        US706451BC43        706451AV3        US706451AV33        U70577AR9        —        U.S. $ 1,000      U.S. $ 1,000  

8.625% Guaranteed Bonds due 2023

      —          —          71654XAC1        US71654XAC11        71654YAB1        US71654YAB11      U.S. $ 250,000      U.S. $ 10,000  

4.875% Notes due 2024

      71654QBH4        US71654QBH48        71656LAQ4        US71656LAQ41        71656MAX7        US71656MAX74      U.S. $ 10,000      U.S. $ 1,000  
           71656LAX9        US71656LAX91        71656MAQ2        US71656MAQ24        

4.250% Notes due 2025

      71654QBV3        US71654QBV32        71656LBA8        US71656LBA89        71656MBA6        US71656MBA62      U.S. $ 10,000      U.S. $ 1,000  

6.500% Bonds due 2041

      71654QAZ5        US71654QAZ54        71654QAY8        US71654QAY89        P78628BQ9        USP78628BQ91      U.S. $ 10,000      U.S. $ 1,000  
           71656LAN1        US71656LAN10        71656MAM1        US71656MAM10      U.S. $ 10,000      U.S. $ 1,000  

5.500% Bonds due 2044

      71654QBE1        US71654QBE17        71656LAM3        US71656LAM37        71656MBB4        US71656MBB46        
           71656LBB6        US71656LBB62        71656MAN9        US71656MAN92        

6.375% Bonds due 2045

      71654QBR2        US71654QBR20        71656LAY7        US71656LAY74        71656MAY5        US71656MAY57      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  

6.750% Bonds due 2047

      71654QCC4        US71654QCC42        71656LBM2        US71656MBM01        71656MBT5        US71656MBT53      U.S. $ 10,000      U.S. $ 1,000  
           71656LBT7        US71656LBT70        71656MBM0        US71656MBM01        

6.350% Bonds due 2048

      71654QCL4        US71654QCL41        71654QCJ9        US71654QCJ94        P78625DE0        USP78625DE05      U.S. $ 10,000      U.S. $ 1,000  

 

(1)

The security codes associated with the registered series of Securities were generated in connection with exchange offers conducted for such Securities pursuant to registration rights agreements that were executed in connection with the offering of such 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 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 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 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 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 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://gbscusa.com/eligibility/pemex

The New Money Securities and 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 Money Securities and 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 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.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Petróleos Mexicanos
By:  

/s/ Emmanuel Quevedo Hernández

  Emmanuel Quevedo Hernández
  Associate Managing Director of Finance

Date: September 13, 2019

FORWARD-LOOKING STATEMENTS

This report contains words, such as “believe,” “expect,” “anticipate” and similar expressions that identify forward looking statements, which reflect our views about future events and financial performance. We have made forward looking statements that address, among other things, our:

 

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exploration and production activities, including drilling;

 

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activities relating to import, export, refining, transportation, storage and distribution of petrochemicals, petroleum, natural gas and oil products;

 

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activities relating to our lines of business;

 

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projected and targeted capital expenditures and other costs;

 

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trends in international and Mexican crude oil and natural gas prices;

 

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liquidity and sources of funding, including our ability to continue operating as a going concern;

 

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farm outs, joint ventures and strategic alliances with other companies; and

 

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the monetization of certain of our assets.

Actual results could differ materially from those projected in such forward looking statements as a result of various factors that may be beyond our control. These factors include, but are not limited to:

 

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general economic and business conditions, including changes in international and Mexican crude oil and natural gas prices, refining margins and prevailing exchange rates;

 

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credit ratings and limitations on our access to sources of financing on competitive terms;

 

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our ability to find, acquire or gain access to additional reserves and to develop, either on our own or with our strategic partners, the reserves that we obtain successfully;

 

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the level of financial and other support we receive from the Mexican Government;

 

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effects on us from competition, including on our ability to hire and retain skilled personnel;

 

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uncertainties inherent in making estimates of oil and gas reserves, including recently discovered oil and gas reserves;

 

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technical difficulties;

 

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significant developments in the global economy;

 

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significant economic or political developments in Mexico and the United States;

 

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developments affecting the energy sector;

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changes in, or failure to comply with, our legal regime or regulatory environment, including with respect to tax, environmental regulations, fraudulent activity, corruption and bribery;

 

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receipt of governmental approvals, permits and licenses;

 

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natural disasters, accidents, blockades and acts of sabotage or terrorism;

 

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the cost and availability of adequate insurance coverage; and

 

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the effectiveness of our risk management policies and procedures.

Accordingly, you should not place undue reliance on these forward looking statements. In any event, these statements speak only as of their dates, and we undertake no obligation to update or revise any of them, whether as a result of new information, future events or otherwise.