Pemex gives results of any-and-all exchange offers for nine notes

By Marisa Wong

Los Angeles, Oct. 10 – Petroleos Mexicanos SAB de CV announced the final results of its offers to exchange any and all of its outstanding notes from nine series.

The offers began on Sept. 12 and expired at 11:59 p.m. ET on Oct. 9.

The any-and-all offers are split into two groups. For the group A notes, the company offered holders the option to exchange their notes for new 6.49% notes due 2027 or new 7.69% bonds due 2050. For the group B notes, the company offered holders the option to exchange their notes for new 6.84% notes due 2030 or new 7.69% bonds due 2050.

In each case, the new exchange notes will be add-ons to new-money notes priced by Pemex on Sept. 13. The company priced $1.25 billion of the 6.49% 2027 notes at 99.954 plus accrued interest from Sept. 23; $3.25 billion of the 6.84% 2030 notes at 99.939 plus accrued interest from Sept. 23; and $3 billion of the 7.69% 2050 notes at 99.899 plus accrued interest from Sept. 23.

Group A any-and-all offer

Pemex accepted for exchange the following amounts of group A notes, with the considerations listed as the principal amount of new 6.49% notes or 7.69% bonds per $1,000 of existing notes:

• For the $1,738,399,000 of 4 7/8% notes due 2022, $940,618,000 tendered by the early participation date for $1,037.50 of new securities and $7,698,000 tendered after the early deadline for $987.50 of new securities;

• For the $142,929,000 of 8 5/8% bonds due 2022, $53.31 million tendered by the early participation date for $1,110.00 of new securities and $10,000 tendered after the early deadline for $1,060.00 of new securities;

• For the $903.03 million of floating-rate notes due 2022, $334,442,000 tendered by the early participation date for $1,036.25 of new securities and $120,000 tendered after the early deadline for $986.25 of new securities; and

• For the $1,264,823,000 of 5 3/8% bonds due 2022, $654,668,000 tendered by the early participation date for $1,048.75 of new securities and $500,000 tendered after the early deadline for $998.75 of new securities.

Group B any-and-all offer

Pemex accepted for exchange the following amounts of group B notes, with the considerations listed as the principal amount of new 6.84% notes or 7.69% bonds per $1,000 of existing notes:

• For the $1,755,147,000 of 3½% notes due 2023, $389,985,000 tendered by the early participation date for $996.25 of new securities and $4,247,000 tendered after for $946.25 of new securities;

• For the $1,635,356,000 of 4 5/8% bonds due 2023, $612,735,000 tendered by the early participation date for $1,026.25 of new securities and $3.05 million tendered after for $976.25 of new securities;

• For the $131,003,000 of 8 5/8% guaranteed bonds due 2023, $58,982,000 tendered by the early participation date for $1,112.50 of new securities and $20,000 tendered after for $962.50 of new securities;

• For the $1.5 billion of 4 7/8% notes due 2024, $466,787,000 tendered by the early participation date for $1,023.75 of new securities and $595,000 tendered after for $973.75 of new securities; and

• For the $1 billion of 4Ό% notes due 2025, $208,769,000 tendered by the early participation date for $973.75 of new securities and $273,000 tendered after for $923.75 of new securities.

For each series covered by the any-and-all offers, the total consideration includes an early premium of $50 of new securities per $1,000 of existing notes tendered for exchange by 5 p.m. ET on Sept. 25, the early participation date.

The issuer also paid or will also pay accrued interest to the relevant settlement date.

Early tenders settled on Sept. 27.

For the remaining tenders, Pemex will issue $8,198,000 of new 6.49% notes, $7,245,000 of new 6.84% notes and $617,000 of new 7.69% bonds. Final settlement is expected to be on Oct. 11.

Waterfall offer

As previously announced, Pemex is also offering to exchange notes from six series for up to $3.5 billion of new notes.

As previously reported, the company had accepted the following bonds under the waterfall offer tendered as of the early participation date, listed in order of acceptance priority and with considerations as the principal amount of new 7.69% bonds per $1,000 of existing notes:

• $1,439,479,000 accepted of the $1,439,529,000 tendered of the $3 billion of 6½% bonds due 2041 for $930.00 of new bonds;

• $730,486,000 accepted of the $730,566,000 tendered of the $1,703,533,000 of 5½% bonds due 2044 for $847.50 of new bonds;

• $1,439,519,000 accepted of the $1,439,529,000 tendered of the $3 billion of 6 3/8% bonds due 2045 for $908.75 of new bonds;

• $277,215,000 accepted of the $601,243,000 tendered of the $1,976,447,000 of 5 5/8% bonds due 2046 for $847.50 of new bonds;

• None accepted of the $3,074,987,000 tendered of the $6 billion of 6Ύ% bonds due 2047 for $940.00 of new bonds; and

• None accepted of the $2,040,293,000 tendered of the $3,328,663,000 of 6.35% bonds due 2048 for $912.50 of new bonds.

Because the $3.5 billion cap was exceeded for the waterfall offers, bonds were accepted for exchange in order of priority and prorated, and bonds tendered for exchange by the early deadline were given priority over bonds tendered for exchange after the early deadline, regardless of series.

A proration factor of 46.14% was used.

For each series covered by the waterfall offers, the total consideration included an early premium of $50 of new securities per $1,000 of existing notes tendered by the early participation date.

The issuer will also pay accrued interest to the settlement date. Early tenders settled on Sept. 27.

Pemex’s obligation to accept and exchange the securities of any series tendered under an exchange offer was conditioned on the successful closing of the offering of the new money securities by the applicable settlement date. New notes were issued on Sept. 23.

The offering of new money securities and the tender and exchange offers are part of a series of measures recently announced by Pemex intended to improve its financial condition. The company also previously announced that it expected to receive a $5 billon equivalent capital contribution from the government of Mexico.

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and Mizuho Securities USA LLC are the dealer managers for the exchange offers.

Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the information agent and exchange agent.

Pemex is a Mexico City-based oil and gas company.

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