Petróleos Mexicanos Announces Final Tender Offer Results And Final Settlement Of Tender Offers And Consent Solicitation
MEXICO CITY, March 2, 2018 /PRNewswire/ -- Petróleos Mexicanos ("PEMEX") announces the final tender results for (a) its offers to purchase for cash (i) any and all of its outstanding series of notes listed below under the heading "Any and All Offers" (collectively, the "Any and All Notes", and such offers, the "Any and All Offers") and (ii) the series of notes set forth in the table below under the heading "Waterfall Tender Offers" (collectively, the "Waterfall Notes", and such offers, the "Waterfall Tender Offers") for a specified maximum aggregate purchase price payable per series of Waterfall Notes, and (b) its concurrent solicitation of consents (the "Consent Solicitation") from holders of each series of Any and All Notes to a proposed amendment to the indenture governing the Any and All Notes. The Any and All Offers and the Waterfall Tender Offers are collectively referred to as the "Tender Offers."
The Tender Offers and the Consent Solicitation were made pursuant to the offer to purchase and consent solicitation statement dated February 1, 2018 (as amended and supplemented from time to time, the "Statement"), and the related consent and letter of transmittal dated February 1, 2018, which set forth in more detail the terms and conditions of the Tender Offers and the Consent Solicitation.
Any and All Offers
The following table summarizes the final tender results for the Any and All Offers as of 11:59 p.m., New York City time, on March 1, 2018 (the "Expiration Date"), and the principal amount of each series of Any and All Notes that PEMEX has accepted for purchase:
Title of CUSIP ISIN Principal Tender Offer Total Principal Amount Principal
Securities Amount Consideration(1) Consideration(2) Tendered Amount
Outstanding Accepted for
Purchase
3.125% Notes 71654QBQ4 US71654QBQ47 U.S.$327,409,000 U.S.$979.64 U.S.$1,009.64 U.S.$138,598,000 U.S.$138,598,000
due 2019 71656MAW9 US71656MAW91
5.500% Notes 71654QBZ4 US71654QBZ46 U.S.$750,000,000 U.S.$999.64 U.S.$1,029.64 U.S.$558,644,000 U.S.$558,644,000
due 2019 71656M BH1 US71656MBH16
(1) Per
U.S.$1,000.
(2) Per
U.S.$1,000.
The Total
Consideration
includes an
early tender
premium
equal to
U.S.$30.00
per
U.S.$1,000
principal
amount for
each series
of Any and
All Notes
accepted for
purchase.
Holders of (i) US$100,000 principal amount of 3.125% Notes due 2019, and (ii) U.S.$1,285,000 principal amount of 5.500% Notes due 2019 (the "5.500% Notes"), tendered their notes after 5:00 p.m., New York City time, on February 14, 2018 (the "Early Tender Date"), and on or prior to the Expiration Date. PEMEX has accepted for purchase all of the Any and All Notes validly tendered after the Early Tender Date and on or prior to the Expiration Date. The final settlement date on which PEMEX will make payment for Any and All Notes accepted after the Early Tender Date is expected to be March 5, 2018 (the "Final Settlement Date").
Holders of Any and All Notes that validly tendered on or prior to the Early Tender Date and whose Any and All Notes were accepted for purchase received the applicable total consideration set forth in the table above, which included an early tender premium, and accrued and unpaid interest on their accepted Any and All Notes from the last interest payment date to, but not including, February 16, 2018, the early settlement date of the Any and All Offers. Holders of Any and All Notes that validly tendered after the Early Tender Date but on or prior to the Expiration Date and whose Any and All Notes have been accepted for purchase are entitled to receive only the applicable tender offer consideration set forth in the table above, which is equal to the total consideration set forth in the table above minus the applicable early tender premium, and to receive accrued and unpaid interest on their accepted Any and All Notes from the last interest payment date to, but not including, the Final Settlement Date.
The total cash payment to purchase the accepted Any and All Notes on the Final Settlement Date will be approximately U.S.$1.4 million, including accrued and unpaid interest. Any and All Notes that have been validly tendered after the Early Tender Date and on or prior to the Expiration Date cannot be withdrawn, except as may be required by applicable law.
As a result of PEMEX's acceptance for purchase of a majority of the outstanding principal amount of 5.500% Notes by the Early Tender Date, on February 16, 2018, PEMEX executed a supplemental indenture with the Trustee to amend the indenture governing the 5.500% Notes to shorten the minimum notice period for the optional redemption of the 5.500% Notes to not less than three business days and no more than 10 days prior to the redemption date. This amendment will become operative on the Final Settlement Date, upon PEMEX's consummation of the Any and All Offer for the 5.500% Notes in a manner resulting in the purchase of all validly 5.500% Notes tendered after the Early Tender Date and on or prior to the Expiration Date.
Waterfall Tender Offers
The following table summarizes the final tender results for the Waterfall Tender Offers as of 11:59 p.m., New York City time, on the Expiration Date, and the principal amount of each series of Waterfall Notes that PEMEX has accepted for purchase:
Title of CUSIP Principal Amount Maximum Tender Offer Total Principal Amount Principal Amount
Security Outstanding Series Cap Consideration(1) Consideration(2) Tendered Accepted for
Purchase
8.000% Notes 71654QAU6 U.S.$1,312,275,000 U.S.$100,000,000 U.S.$1,035.92 U.S.$1,065.92 U.S.$590,853,000 U.S.$91,843,000
due 2019 71656MAA7
71656LAA9
6.000% Notes 71654QAW2 U.S.$1,000,000,000 U.S.$200,000,000 U.S.$1,035.96 U.S.$1,065.96 U.S.$503,858,000 U.S.$183,017,000
due 2020 71656LAC5
71656MAC3
3.500% Notes 71654QBU5 U.S.$1,500,000,000 U.S.$833,433,382.72 U.S.$987.50 U.S.$1,017.50 U.S.$817,353,000 U.S.$817,303,000
due 2020 71656LBC4
71656MBC2
(1) Per U.S.$1,000.
(2) Per U.S.$1,000.
The Total
Consideration
includes an early
tender premium
equal to
U.S.$30.00 per
U.S.$1,000
principal amount
for each series
of Waterfall
Notes accepted
for purchase.
On the Early Settlement Date, PEMEX made a payment for the Waterfall Notes tendered on or prior to the Early Tender Date and accepted for purchase in the Waterfall Tender Offers. Because the Waterfall Tender Offers were oversubscribed as of the Early Tender Date, holders of Waterfall Notes who tendered after the Early Tender Date and on or prior to the Expiration Date will not have any of their Waterfall Notes accepted for purchase. Any tendered Waterfall Notes that have not been accepted for purchase will be returned or credited without expense to the holder's account.
The Tender Offers have now expired. No Any and All Notes or Waterfall Notes tendered after the Expiration Date will be accepted for purchase pursuant to the Tender Offers. Any tendered Any and All Notes or Waterfall Notes that are not accepted for purchase will be returned or credited to the holder's account.
Global Bondholder Services Corporation acted as the Depositary and Information Agent for the Tender Offers and the Consent Solicitation.
PEMEX retained Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as dealer managers in connection with the Tender Offers and the Consent Solicitation (the "Dealer Managers").
This announcement is for informational purposes only. This announcement is not an offer to purchase, nor a solicitation of an offer to sell any securities described herein. The Tender Offers and the Consent Solicitation were not made to holders of notes in any jurisdiction in which PEMEX was aware that the making of the Tender Offers and the Consent Solicitation or the acceptance of consents would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the Tender Offers and the Consent Solicitation to be made by a licensed broker or dealer, the respective Tender Offer and the Consent Solicitation were deemed to be made on PEMEX's behalf by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Neither the Statement nor any documents related to the Tender Offers and the Consent Solicitation have been filed with, and have not been approved or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Statement or any documents related to the Tender Offers and the Consent Solicitation, and it is unlawful and may be a criminal offense to make any representation to the contrary.
This communication and any other documents or materials relating to the Tender Offers and the Consent Solicitation 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.
Forward-Looking Statements
This press release 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:
-- exploration and production activities, including drilling;
-- activities relating to import, export, refining, petrochemicals and
transportation, storage and distribution of petroleum, natural gas and
oil products;
-- activities relating to our lines of business, including the generation
of electricity;
-- projected and targeted capital expenditures and other costs, commitments
and revenues;
-- liquidity and sources of funding, including our ability to continue
operating as a going concern;
-- strategic alliances with other companies; and
-- 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:
-- changes in international crude oil and natural gas prices;
-- effects on us from competition, including on our ability to hire and
retain skilled personnel;
-- limitations on our access to sources of financing on competitive terms;
-- our ability to find, acquire or gain access to additional reserves and
to develop the reserves that we obtain successfully;
-- uncertainties inherent in making estimates of oil and gas reserves,
including recently discovered oil and gas reserves;
-- technical difficulties;
-- significant developments in the global economy;
-- significant economic or political developments in Mexico;
-- developments affecting the energy sector; and
-- changes in our legal regime or regulatory environment, including tax and
environmental regulations.
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.
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SOURCE Petroleos Mexicanos
