The United Mexican States Announces Tender Offer Results
MEXICO CITY, March 17, 2017 /PRNewswire/ -- The United Mexican States ("Mexico") previously announced an offer to purchase for cash (the "Tender Offer") its outstanding notes of series set forth in the table below (collectively, the "Old Notes"), subject to the terms and conditions contained in the Offer to Purchase, dated March 16, 2017 (the "Offer to Purchase"). Mexico has instructed Deutsche Bank Securities Inc. as the billing and delivering bank for the Tender Offer, to accept subject to proration and other terms and conditions contained in the Offer to Purchase, valid Preferred Tenders in aggregate principal amounts for each series of Old Notes as set forth below. All capitalized terms used but not defined in this communication have the respective meanings specified in the Offer to Purchase.
The Old Notes Maximum Purchase Amount is U.S.$1,207,570,000 principal amount.
The aggregate principal amount of Preferred and Non-Preferred Tenders of each series of Old Notes and the aggregate principal amount of Preferred and Non-Preferred Tenders of such series that have been accepted are shown in the table below. Proration of Preferred and Non-Preferred Tenders pursuant to the terms of the Offer has occurred solely on the 5.125% Global Bonds due 2020. Appropriate adjustments will be made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.
| Table 1: Accepted Principal Amounts of Old Notes |
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| Old Notes |
Aggregate Principal |
Aggregate Principal |
Aggregate Principal Amount of Non-Preferred Tenders |
Aggregate Principal Amount of Non-Preferred Tenders Accepted |
| 5.950% Global Bonds due 2019 |
U.S.$ 104,530,000 |
U.S.$ 104,530,000 |
U.S.$ 88,738,000 |
U.S.$ 88,738,000 |
| 8.125% Global Bonds due 2019 |
U.S.$ 585,881,000 |
U.S.$ 0 |
U.S.$ 2,100,000 |
U.S.$ 0 |
| 5.125% Global Bonds due 2020 |
U.S.$ 26,574,000 |
U.S.$ 26,574,000 |
U.S.$ 47,738,000 |
U.S.$ 27,208,000 |
| 3.500% Global Bonds due 2021 |
U.S.$ 42,530,000 |
U.S.$ 0 |
U.S.$ 24,680,000 |
U.S.$ 0 |
| 3.625% Global Bonds due 2022 |
U.S.$ 59,412,000 |
U.S.$ 59,412,000 |
U.S.$ 28,236,000 |
U.S.$ 28,236,000 |
| 8.000% Global Bonds due 2022 |
U.S.$ 22,684,000 |
U.S.$ 0 |
U.S.$ 350,000 |
U.S.$ 0 |
| 4.000% Global Bonds due 2023 |
U.S.$ 206,248,000 |
U.S.$ 206,248,000 |
U.S.$ 220,824,000 |
U.S.$ 220,824,000 |
| 3.600% Global Bonds due 2025 |
U.S.$ 338,800,000 |
U.S.$ 338,800,000 |
U.S.$ 107,000,000 |
U.S.$ 107,000,000 |
| 4.125% Global Bonds due 2026 |
U.S.$ 307,600,000 |
U.S.$ 0 |
U.S.$ 74,400,000 |
U.S.$ 0 |
| 11.500% Global Bonds due 2026 |
U.S.$ 770,000 |
U.S.$ 0 |
U.S.$ 0 |
U.S.$ 0 |
The settlement of the Tender Offer is scheduled to occur on Thursday, March 23, 2017 (the "Tender Offer Settlement Date"), subject to change without notice. Failure to deliver Old Notes on time may result, in Mexico's sole discretion, in any of the following: (i) the cancellation of your tender and your becoming liable for any damages resulting from that failure, and/or (ii) the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, the cancellation of your tender and in your remaining obligated to purchase your allocation of New Notes in respect of your related Indication of Interest. Mexico reserves the right, in its sole discretion, not to accept any or all Tender Orders and to terminate the Tender Offer for any reason.
The Dealer Managers for the Tender Offer were:
| Barclays Capital Inc. Attention: Liability Management Group 745 Seventh Avenue, 5th Floor New York, NY 10019 Collect: +1(212) 528-7581 or +1-800-438-3242 (U.S. toll free) |
Deutsche Bank Securities Inc. Attention: Liability Management Group 60 Wall Street, 2nd Floor New York, New York 10005 In the United States, call toll free: Outside the United States, call collect: |
J.P. Morgan Securities LLC Attention: Latin America Debt Capital Markets 383 Madison Avenue New York, New York 10179 In the United States: Collect: +1(212) 834-7279 or +1-866-846-2874 (U.S. toll free) |
The Billing and Delivering Bank for this Tender Offer was: Deutsche Bank Securities Inc.
Questions regarding the Tender Offer may be directed to the Dealer Managers at the above contact.
The Offer to Purchase may be downloaded from the Information Agent's website at www.dfking.com/ums or obtained from the Information Agent, D.F. King & Co., Inc., in [email protected] or from any of the Dealer Managers.
Important Notice
The distribution of materials relating to the Tender Offer and the transactions contemplated by the Tender Offer may be restricted by law in certain jurisdictions. The Tender Offer is void in all jurisdictions where it is prohibited. If materials relating to the Tender Offer come into your possession, you are required by Mexico to inform yourself of and to observe all of these restrictions. The materials relating to the Tender Offer, including this communication, do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer be made by a licensed broker or dealer and a Dealer Manager or any affiliate of a Dealer Manager is a licensed broker or dealer in that jurisdiction, the Tender Offer, as the case may be, shall be deemed to be made by the Dealer Manager or such affiliate on behalf of Mexico in that jurisdiction. Owners who may lawfully participate in the Tender Offer in accordance with the terms thereof are referred to as "holders."
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Neither the Offer to Purchase nor any brochure material or document related thereto have been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten). In Belgium, the Tender Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §3 of the Belgian Law of April 1, 2007 on takeover bids (loi relative aux offres publiques d'acquisition/wet op de openbare overnamebiedingen, the "Takeover Law"), as amended from time to time. Accordingly, the Tender Offer may not be, and is not being advertised and the Offer to Purchase as well as any brochure, or any other material or document relating thereto may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium. Accordingly, the information contained in the Offer to Purchase or in any brochure or any other document or materials relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium.
The New Notes and the New Notes Offering may not be, and are not being advertised, and the New Notes and the New Notes Offering as well as any brochure, or any other material or document relating thereto may not, have not and will not be distributed , directly or indirectly, to any person located and/or resident within Belgium, other than those who qualify as "Qualified Investors" (investisseurs qualifiés/qekwalificeerde beleggers), within the meaning of Article 10, §1 of the Prospectus Law, as amended from time to time. Insofar as Belgium is concerned, the New Notes and the New Notes Offering are made only to "Qualified Investors" acting on their own account.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
The Old Notes will not be registered under Law 18,045, as amended, of Chile with the SVS and, accordingly, the Old Notes cannot and will not be offered or sold to persons in Chile except in circumstances which have not resulted and will not result in a public offering under Chilean law, and in compliance with Norma de Carácter General (Rule) No. 336, dated June 27, 2012, issued by the Superintendencia de Valores y Seguros de Chile (Superintendency of Securities and Insurance of Chile.
The Old Notes have not been and will not be registered before the Colombian National Registry of Securities and Issuers or with any Colombian Securities Exchange or Treading System. The Tender Offer does not constitute and may not be used for, or in connection with, a public offering as defined under Colombian Law and shall be valid in Colombia only to the extent permitted by Colombian law. The Old Notes may only be tendered inside the Territory of the Republic of Colombia to the extent permitted by Colombian law. The Tender Offer is for the sole and exclusive use of the addressee as a designated individual/investor, and cannot be considered as being addressed to or intended for the use of any third party, including any of such party's shareholders, administrators or employees, or by any other third party resident in Colombia. The information contained in the Offer to Purchase is provided for assistance purposes only and no representation or warranty is made as to the accuracy or completeness of the information contained herein. Please note that, under Colombian Regulations, any offering addressed to 100 or more named individuals or companies shall be considered as a public offering, requiring prior approval of Colombia's Financial Superintendency and listing on the Colombian Stock Exchange.
In Luxembourg, this announcement has been prepared on the basis that the New Notes Offering and the Tender Offer will be made pursuant to an exemption under Article 3 of the Prospectus Directive from the requirement to produce a prospectus for offers of securities.
The Offer to Purchase has not been approved by the CNBV and may not be publicly made in Mexico and the documentation implementing the Offer to Purchase may not be distributed publicly in Mexico. The Offer to Purchase may be made to qualified or institutional investors, pursuant to the private placement exemption set forth under Article 8 of the Mexican Securities Market Law.
The Tender Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in Resolution SMV No. 021-2013-SMV-01 issued by Superintendencia del Mercado de Valores (Superintendency of Capital Markets) of Peru, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided.
None of the offer materials related to the New Notes Offering or Tender Offer have been approved or registered in the administrative registries of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). Consequently, the securities may not be offered, sold or distributed in Spain except in circumstances which do not constitute a public offer of securities in Spain within the meaning of Article 35 of the restated text of the Securities Markets Act approved by Royal Legislative Decree 4/2015, dated 23 October (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado de Valores), Royal Decree 1310/2005 of 4 November (Real Decreto 1310/2005 de 4 de noviembre), or otherwise in reliance on an exception from registration available thereunder.
Neither the communication of this announcement nor any other offer material relating to the New Notes Offering or Tender Offer has been approved, by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (as so amended, the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Articles 49(2)(a) to (d) of the Order (all such other persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The New Notes Offering and the Tender Offer qualifies as a private placement pursuant to section 2 of Uruguayan law 18.627. The New Notes and the Old Notes are not and will not be registered with the Central Bank of Uruguay to be publicly offered in Uruguay.
Contact information:
D.F. King &Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005
E-mail: [email protected]
Call Collect:: +1 (212) 269-5550
Call Toll-Free: (877) 283-0317
website: www.dfking.com/ums
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AFTER THIS MESSAGE ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
SOURCE D.F. King & Co., Inc.
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