Petróleos Mexicanos Announces Measures To Strengthen Its Financial Condition:

MEXICO CITY, Sept. 11, 2019 /PRNewswire/ -- Petróleos Mexicanos ("PEMEX") announced today a series of measures intended to improve its financial condition. First, PEMEX announced that it expects to receive a capital contribution (the "Capital Contribution") in an amount in Mexican pesos equivalent to U.S. $5.0 billion from the Government of Mexico as part of the Government's effort to strengthen PEMEX's financial stability. PEMEX intends to use the proceeds from the Capital Contribution in a series of liability management transactions targeting certain series of PEMEX outstanding notes. As part of these liability management transactions, PEMEX is commencing an offering of U.S.-dollar denominated global notes in one or more series (the "New Money Notes"), subject to market and other conditions. The proceeds from the Capital Contribution and New Money Notes will be used to reduce PEMEX's debt (including the repayment of short-term loans) and help manage its maturity profile.

The New Money Notes 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.

The liability management transactions are expected to include private tender offers for cash (the "Tender Offers") for the following outstanding PEMEX securities:

If commenced, the Tender Offers would be on the terms and subject to the conditions set forth in an offer to purchase. PEMEX intends to use the proceeds from the Capital Contribution to repurchase the securities validly tendered and accepted for purchase in the Tender Offers.

Concurrently with the pricing of the New Money Notes, PEMEX intends to commence exchange offers (the "Exchange Offers") for the following outstanding PEMEX securities:

If commenced, the Exchange Offers would be on the terms and subject to the conditions set forth in an exchange offering memorandum. PEMEX refers to the Tender Offers and the Exchange Offers as the "Offers."

The New Money Notes are being sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Money Notes 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.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any securities of PEMEX in any transaction. Any Tender Offers will be made solely pursuant to an offer to purchase and any Exchange Offers will be made solely pursuant to an exchange offer memorandum. The Offers will not be made to holders of securities of PEMEX 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.

The New Money Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Money Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Money Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This communication and any other documents or materials relating to the transactions described herein have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication and such documents and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply. This communication is only being made to those persons in the United Kingdom (i) falling within the definition of investment professionals (as defined in Article 19(5) Financial Promotion Order, (ii) falling within Article 43 of the Financial Promotion Order (non-real time communication by or on behalf of a body corporate to creditors of that body corporate), or (iii) to whom it may otherwise lawfully be communicated by virtue of an exemption to section 21(1) of the FSMA or otherwise in circumstances where it does not apply (all such persons together being referred to as "Relevant Persons"). This communication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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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)