Petróleos Mexicanos Announces Early Tender and Exchange Results

MEXICO CITY, Sept. 27, 2016 /PRNewswire/ -- Petróleos Mexicanos ("Pemex") announced today that it has accepted for (i) purchase or exchange, as applicable, the principal amounts of the outstanding series of securities identified as "Group A Securities" set forth in Table 1 below and (ii) exchange the principal amounts of the outstanding series of securities identified as "Group B Securities" set forth in Table 1 below, in each case, that were tendered at or prior to 5:00 p.m., New York City time, on September 26, 2016 (the "Early Participation Date") pursuant to its previously announced tender and exchange offers (the "Tender and Exchange Offers").

Satisfaction of Financing Condition

On September 21, 2016, Pemex issued (i) U.S. $2,000,000,000 aggregate principal amount of its 4.625% Notes due 2023 and (ii) U.S. $2,000,000,000 aggregate principal amount of its 6.750% Bonds due 2047 in a concurrent offering (the "Concurrent Offerings Securities").  As a result, pursuant to the terms and conditions described in the tender and exchange offer statement dated as of September 13, 2016 (the "Tender and Exchange Offer Statement"), the Financing Condition has been satisfied.

Early Participation Results

Pursuant to the Exchange Offers, Pemex will issue U.S. $69,302,000 aggregate principal amount of newly-issued 4.625% Notes due 2023 (the "New 2023 Notes") and U.S. $1,500,000,000 aggregate principal amount of newly-issued 6.750% Bonds due 2047 (the "New 2047 Bonds" and, together with the New 2023 Notes, the "New Securities").  Each series of New Securities constitutes a single series with, and has been assigned the same CUSIP, ISIN and common code numbers and has the same terms and conditions as, the corresponding series of Concurrent Offerings Securities.  In addition, each series of New Securities is fungible for U.S. federal income tax purposes with the corresponding series of Concurrent Offerings Securities.

The following tables summarize the early participation results as of the Early Participation Date and the principal amount of Group A Securities and Group B Securities (collectively, the "Existing Securities") that Pemex has accepted for purchase or exchange, as well as the proration factors for the 5.750% Notes due 2018 tendered pursuant to the Group A Cash Tender Offers and the 5.500% Bonds due 2044 tendered pursuant to the Group A Exchange Offers for New 2047 Bonds.

Table 1

Table 2 below sets forth the percentage of each series of Existing Securities that Pemex has accepted for purchase or exchange on or about October 3, 2016, the Early Settlement Date.

Table 2

Because the acceptance for purchase of Group A Securities validly tendered pursuant to the Group A Cash Tender Offers would cause Pemex to purchase an aggregate principal amount of Group A Securities that would result in an aggregate amount to be received by holders of Group A Securities, including accrued interest, in excess of the U.S. $1.5 billion Tender Cap, Pemex has accepted for purchase pursuant to the Group A Cash Tender Offers all validly tendered 8.000% Notes due 2019, only U.S. $657,050,000 principal amount of the validly tendered 5.750% Notes due 2018 and none of the validly tendered 5.500% Bonds due 2044, 6.000% Notes due 2020 or 5.500% Notes due 2021.  Pemex will pay holders of 5.750% Notes due 2018 validly tendered pursuant to the Group A Cash Tender Offers at or prior to the Early Participation Date on a pro rata basis according to the proration procedures described in the Tender and Exchange Offer Statement.

Pemex, in accordance with its rights as set forth in the Tender and Exchange Offer Statement, has increased the 2047 Bonds Exchange Cap from U.S. $1.0 billion to U.S. $1.5 billion.  Because the acceptance for exchange of Excess Group A Securities and Group B Securities validly tendered pursuant to the Exchange Offers for New 2047 Bonds would cause Pemex to issue an aggregate principal amount of New 2047 Bonds in excess of the U.S. $1.5 billion 2047 Bonds Exchange Cap, Pemex has accepted for exchange for New 2047 Bonds pursuant to the Exchange Offers only U.S. $7,640,000 principal amount of the validly tendered 5.750% Notes due 2018, only U.S. $1,591,961,000 principal amount of the validly tendered 5.500% Bonds due 2044 and none of the validly tendered 8.000% Notes due 2019 (all of which were accepted for purchase pursuant to the Group A Cash Tender Offers), 6.000% Notes due 2020, 5.500% Notes due 2021, 6.875% Notes due 2026, 6.625% Bonds due 2035 or 6.500% Bonds due 2041.  Pemex will issue New 2047 Bonds to holders of 5.500% Bonds due 2044 tendered pursuant to the Group A Exchange Offers at or prior to the Early Participation Date on a pro rata basis according to the proration procedures described in the Tender and Exchange Offer Statement.

Because the U.S. $1.5 billion Tender Cap and the U.S. $1.5 billion 2047 Bonds Exchange Cap have been reached, Holders of Existing Securities who tender after the Early Participation Date will not have any of their Existing Securities accepted for purchase or exchange, as applicable.  Any tendered Existing Securities that are not accepted for purchase or exchange will be returned or credited without expense to the holder's account.

The Tender and Exchange Offers will expire at 11:59 p.m., New York City time, on October 11, 2016, unless extended.  Withdrawal rights with respect to the Tender and Exchange Offers have expired as scheduled.

Further Information

Capitalized terms that are used but not defined herein have the meaning ascribed to such terms in the Tender and Exchange Offer Statement.

The Tender and Exchange Offers are being made only to holders of Existing Securities who have properly completed, executed and delivered to the information and exchange agent an eligibility letter in the form previously distributed, whereby such holders have represented to the information and exchange agent that they are one of the following:  (i) if in the United States, a "qualified institutional buyer," or "QIB," as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or (ii) if outside the United States, a person other than a "U.S. person," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), who is acquiring New Securities in an offshore transaction in accordance with Rule 903 of Regulation S under the Securities Act.  Only holders who have satisfied these requirements are authorized to receive or review the Tender and Exchange Offer Statement or to participate in the Tender and Exchange Offers.

The New Securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  Pemex will enter into registration rights agreements with respect to the New Securities providing for certain registration rights with respect to the New Securities.  THE NEW SECURITIES ARE BEING ISSUED ONLY TO ELIGIBLE HOLDERS.

D. F. King & Co., Inc., has been appointed as the information and exchange agent for the Tender and Exchange Offers.  Holders may contact the information and exchange agent to request the eligibility letter.  Banks and brokers call:  +1‑212‑269‑5550.  All others call:  800‑817‑5468 (U.S. toll-free) or +1‑212‑269‑5550 (international).  Email:  pemex@dfking.com.  Copies of the eligibility letter, the Tender and Exchange Offer Statement and the related letter of transmittal are available at www.dfking.com/pemex.

Pemex has retained Barclays Capital Inc., Citigroup Global Markets Inc. and HSBC Securities (USA) Inc. to act as Dealer Managers in connection with the Tender and Exchange Offers.  Questions regarding the Tender and Exchange Offers may be directed to Barclays Capital Inc. at 800‑438‑3242 (U.S. toll-free), +1‑212‑528‑7581 (international) or us.lm@barclays.com, Citigroup Global Markets Inc. at 800‑558‑3745 (U.S. toll-free), +1‑212‑723‑6106 (international) or ny.liabilitymanagement@citi.com or HSBC Securities (USA) Inc. at 888‑HSBC‑4LM (U.S. toll-free), +1‑212‑525‑5552 (international) or liability.management@hsbcib.com.

This press release is not an offer to sell or a solicitation of an offer to buy any security.  The Tender and Exchange Offers are being made solely through the Tender and Exchange Offer Statement and the related letter of transmittal, and only to such persons and in such jurisdictions as are permitted under applicable law.

SOURCE Petroleos Mexicanos