Petroleos Mexicanos Announces Commencement Of Consent Solicitations

MEXICO CITY, June 3, 2014 /PRNewswire/ -- Petroleos Mexicanos announced today that it is seeking to amend each series of its outstanding debt securities listed in Tables 1 and 3 below to reflect the changes taking place in the regulatory landscape for the Mexican oil and gas sector.  The amendment (the "Proposed Amendment") will change an event of default provision, included in each instrument governing these securities, that relates to Petroleos Mexicanos' characterization as a legal entity under Mexican law and to it and certain of its subsidiaries being exclusively authorized to participate on behalf of the Mexican government in the oil and gas sector in Mexico.  The Proposed Amendment is intended to align each instrument governing these securities with proposed changes in Mexican law resulting from reforms to the Mexican energy sector that are expected to be implemented in the near future.  Pemex Finance Ltd. ("Pemex Finance"), which acts as a special purpose financing vehicle for Petroleos Mexicanos, also announced today that it is seeking to amend each series of its outstanding debt securities listed in Table 2 below in the same manner to reflect the same changes.

For this purpose, each of Petroleos Mexicanos and Pemex Finance has commenced a solicitation of the holders of their respective debt securities listed in the tables below (collectively, the "Securities") to consent to the Proposed Amendment to the instrument governing their Securities.  The solicitation of consents and proxies ("Consents and Proxies"), as the case may be, to the Proposed Amendment with respect to each series of Securities (each, a "Consent Solicitation," and together, the "Consent Solicitations") is being made through each of the following:

• Petroleos Mexicanos' Consent Solicitation Statement dated as of June 3, 2014 (the "Pemex Consent Solicitation Statement"), with respect to the Securities listed in Table 1 below;
• Pemex Finance's Consent Solicitation Statement dated as of June 3, 2014 (the "Pemex Finance Consent Solicitation Statement"), with respect to the Securities listed in Table 2 below; and
• Petroleos Mexicanos' Consent Solicitation Memorandum dated June 3, 2014 (the "Pemex Consent Solicitation Memorandum") and the related meeting notice, with respect to the Securities listed in Table 3 below.

Holders of Securities listed in Table 1 and Table 2 below are referred to the Pemex Consent Solicitation Statement and the Pemex Finance Consent Solicitation Statement, respectively, for detailed terms and conditions of the Consent Solicitations relating to these Securities.  Each of these Consent Solicitations will expire at 5:00 p.m. (New York City time) on June 17, 2014 (the "Expiration Time"), unless extended by Petroleos Mexicanos or Pemex Finance, as the case may be, in its sole discretion with respect to such Consent Solicitation.  With respect to each of these series of Securities, the earlier of (i) the Expiration Time for that series of Securities and (ii) the date on which the required Consents for that series of Securities are received is referred to as the "Consent Date."

Holders of Securities in Table 3 below are referred to the Pemex Consent Solicitation Memorandum for detailed terms and conditions of the Consent Solicitation relating to these Securities.  The notice concerning the meeting of holders of these Securities to approve the Proposed Amendment at 10:00 a.m. (London time) on June 25, 2014 at Cleary Gottlieb Steen & Hamilton, City Place House, 55 Basinghall Street, London EC2V 5EH, United Kingdom (the "Meeting"), at which the extraordinary resolution to approve the Proposed Amendment and its implementation will be considered and, if thought fit, passed, was published on June 3, 2014 and is available at www.dfking.com/pemex.  Voting instructions by proxy must be delivered not later than 24 hours before the Meeting.

Subject to certain conditions, Petroleos Mexicanos is offering to pay a consent fee, with respect to the Securities listed in Tables 1 and 3, of (i) U.S. $1.50 per U.S. $1,000 principal amount of Securities denominated in U.S. dollars, (ii) €1.50 per €1,000 principal amount of Securities denominated in euros (iii) CHF 1.50 per CHF 1,000 principal amount of Securities denominated in Swiss francs, (iv) A$1.50 per A$1,000 principal amount of Securities denominated in Australian dollars and (v) £1.50 per £1,000 principal amount of Securities denominated in pounds sterling to holders whose Consents and Proxies are validly delivered and accepted pursuant to the terms of the Pemex Consent Solicitation Statement or Pemex Consent Solicitation Memorandum, as the case may be.  Any Consent Fee payable by Petroleos Mexicanos with respect to any Securities will be paid in U.S. dollars or in the applicable non-U.S. dollar currency in which those Securities are denominated, as determined by the Holder's election, except for (i) Securities denominated in Swiss francs, which will be paid in Swiss francs; and (ii) Securities denominated in euros that are held through The Depositary Trust Company, which will be paid in U.S. dollars.  The U.S. dollar amount of a consent fee payable in respect of Securities denominated in euros, Australian dollars or pounds sterling will be determined according to the calculation method described in the Pemex Consent Solicitation Statement and the Pemex Consent Solicitation Memorandum.  Subject to certain conditions, Pemex Finance is offering to pay a consent fee, with respect to the Securities listed in Table 2, of U.S. $1.50 per U.S. $1,000 principal amount to holders whose Consents are validly delivered and accepted pursuant to the terms of the Pemex Finance Consent Solicitation Statement.

Table 1
Petroleos Mexicanos

Table 2
Pemex Finance

Table 3
Petroleos Mexicanos

Each of Petroleos Mexicanos and Pemex Finance has engaged Morgan Stanley & Co. LLC to act as global coordinator and solicitation agent and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc. as solicitation agents for the Consent Solicitations.  D. F. King & Co., Inc. has been engaged to act as the Information and Tabulation Agent for the Consent Solicitations.  Credit Suisse AG has been engaged to act as the Swiss Paying Agent for the Consent Solicitations in respect of the Securities denominated in Swiss francs.  Any questions or requests for assistance regarding the Consent Solicitations may be made to Morgan Stanley at 800‑624‑1808 (U.S. toll-free), +1‑212‑761‑1057 (collect) or +44‑20‑7677‑5040 (international), BofA Merrill Lynch at 888‑292‑0070 (U.S. toll-free), +1‑646‑855‑8988 (collect) or +44‑20‑7995‑3715 (international) or Deutsche Bank at 855‑287‑1922 (U.S. toll-free), +1‑212‑250‑7527 (collect) or +44‑20‑7545‑8011 (international).  Questions or requests for assistance or additional copies of the Pemex Consent Solicitation Statement, the Pemex Finance Consent Solicitation Statement, the Pemex Consent Solicitation Memorandum and any related documents may be directed to D. F. King & Co., Inc. at [email protected] or at 800‑967‑7635 (U.S. toll-free) or +44‑20‑7920‑9700 (international).  Copies of the Pemex Consent Solicitation Statement, the Pemex Finance Consent Solicitation Statement, the Pemex Consent Solicitation Memorandum and any related documents are available at www.dfking.com/pemex.  Questions or requests regarding the Consent Solicitations relating to the Securities denominated in Swiss francs may be directed to Credit Suisse AG at +41‑44‑333‑28‑86.

This press release is for informational purposes only and is not a solicitation of Consents and Proxies.  The Consent Solicitations are only being made pursuant to the Pemex Consent Solicitation Statement, the Pemex Finance Consent Solicitation Statement and the Pemex Consent Solicitation Memorandum.  The Consent Solicitations are subject to certain conditions and present certain risks for holders who consent, as set forth more fully in the Pemex Consent Solicitation Statement, the Pemex Finance Consent Solicitation and the Pemex Consent Solicitation Memorandum.  Each of Petroleos Mexicanos and Pemex Finance reserves the right to waive or modify any term of, or to terminate, the Consent Solicitations with respect of any of the series of Securities for any reason prior to the applicable Expiration Time or Meeting, as the case may be.

SOURCE Petroleos Mexicanos