Filed pursuant to Rule 424(b)(2)
Registration No. 333-151501
The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary pricing supplement is not an offer to sell, nor does it seek an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2009
Pricing Supplement
To Prospectus dated July 18, 2008 and
Prospectus Supplement dated July 18, 2008
United Mexican States
U.S. $80,000,000,000 Global Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
U.S. $••% Global Notes due 2014
U.S. $••% Global Notes due 2030
The•% Global Notes due 2014 (which we refer to as the “2014 notes”) will mature on•, 2014. The•% Global Notes due 2030 (which we refer to as the “2030 notes”) will mature on•, 2030. We refer to the 2014 notes and the 2030 notes collectively as the “notes”. Mexico will pay interest on the 2014 notes on• and• of each year, commencing•, 2009, and on the 2030 notes on• and• of each year, commencing•, 2009. Mexico may redeem the notes in whole or part before maturity, at par plus a Make-Whole Amount and accrued interest, as described herein. The notes will not be entitled to the benefit of any sinking fund.
The notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to Mexico’s outstanding public external indebtedness issued prior to March 3, 2003. Under these provisions, which are described beginning on page 7 of the accompanying prospectus dated July 18, 2008, Mexico may amend the payment provisions of the notes with the consent of the holders of 75% of the aggregate principal amount of the outstanding notes.
Mexico will apply to list the notes on the Luxembourg Stock Exchange and to have the notes admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this pricing supplement or the accompanying prospectus supplement or prospectus. Any representation to the contrary is a criminal offense.
The notes have not been and will not be registered with the National Securities Registry maintained by the Mexican National Banking and Securities Commission (“CNBV”) and may not be offered or sold publicly in Mexico. The notes may be offered or sold privately in Mexico to qualified and institutional investors, pursuant to the exemption contemplated under Article 8 of the Mexican Securities Market Law. As required under the Mexican Securities Market Law, Mexico will give notice to the CNBV of the offering of the notes under the terms set forth herein. Such notice does not certify the solvency of Mexico, the investment quality of the notes, or that the information contained in this pricing supplement, the prospectus supplement or in the prospectus is accurate or complete. Mexico has prepared this pricing supplement and is solely responsible for its content, and the CNBV has not reviewed or authorized such content.
| | | | | | | | | | | | |
|
| Price to | | Underwriting | | Proceeds to Mexico, | |
| Public(1) | | Discounts | | before expenses | |
|
Per 2014 note | | •% | | | •% | | | •% | |
Total for 2014 notes | U.S. $ | • | | U.S. $ | • | | U.S. $ | • | |
Per 2030 note | | •% | | | •% | | | •% | |
Total for 2030 notes | U.S. $ | • | | U.S. $ | • | | U.S. $ | • | |
|
(1) | | Plus accrued interest, if any, from February•, 2009 on the applicable notes. |
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company (“DTC”), the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) against payment on or about February•, 2009.
| | | | |
Credit Suisse | | Deutsche Bank Securities | | HSBC |
February•, 2009
TABLE OF CONTENTS
| | |
Pricing Supplement | | |
| | |
| | PS-3 |
| | PS-4 |
| | PS-8 |
| | PS-16 |
| | PS-21 |
| | |
Prospectus Supplement | | |
| | |
About this Prospectus Supplement | | S-3 |
Summary | | S-4 |
Risk Factors | | S-7 |
Description of the Notes | | S-11 |
Taxation | | S-23 |
Plan of Distribution | | S-31 |
Glossary | | S-37 |
Annex A — Form of Pricing Supplement | | A-1 |
| | |
Prospectus | | |
| | |
About this Prospectus | | 2 |
Forward-Looking Statements | | 2 |
Data Dissemination | | 3 |
Use of Proceeds | | 3 |
Description of the Securities | | 4 |
Plan of Distribution | | 14 |
Official Statements | | 15 |
Validity of the Securities | | 16 |
Authorized Representative | | 17 |
Where You Can Find More Information | | 17 |
Mexico is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts in the United States against Mexico. See “Risk Factors” in the accompanying prospectus supplement.
PS-2
ABOUT THIS PRICING SUPPLEMENT
This pricing supplement supplements the accompanying prospectus supplement dated July 18, 2008, relating to Mexico’s U.S. $80,000,000,000 Global Medium-Term Note Program and the accompanying prospectus dated July 18, 2008 relating to Mexico’s debt securities and warrants. If the information in this pricing supplement differs from the information contained in the prospectus supplement or the prospectus, you should rely on the information in this pricing supplement.
You should read this pricing supplement along with the accompanying prospectus supplement and prospectus. All three documents contain information you should consider when making your investment decision. You should rely only on the information provided or incorporated by reference in this pricing supplement, the prospectus and the prospectus supplement. Mexico has not authorized anyone else to provide you with different information. Mexico and the managers are offering to sell the notes and seeking offers to buy the notes only in jurisdictions where it is lawful to do so. The information contained in this pricing supplement and the accompanying prospectus supplement and prospectus is current only as of its date.
Mexico is furnishing this pricing supplement, the prospectus supplement and the prospectus solely for use by prospective investors in connection with their consideration of a purchase of the notes. Mexico confirms that:
| • | | the information contained in this pricing supplement and the accompanying prospectus supplement and prospectus is true and correct in all material respects and is not misleading; |
|
| • | | it has not omitted other facts, the omission of which makes this pricing supplement and the accompanying prospectus supplement and prospectus as a whole misleading; and |
|
| • | | it accepts responsibility for the information it has provided in this pricing supplement and the accompanying prospectus supplement and prospectus. |
PS-3
DESCRIPTION OF THE NOTES
Mexico will issue the notes under the fiscal agency agreement, dated as of September 1, 1992, as amended, between Mexico and Citibank, N.A., as fiscal agent. The information contained in this section and in the prospectus supplement and the prospectus summarizes some of the terms of the notes and the fiscal agency agreement. This summary does not contain all of the information that may be important to you as a potential investor in the notes. You should read the fiscal agency agreement and the form of the notes before making your investment decision. Mexico has filed or will file copies of these documents with the SEC and will also file copies of these documents at the offices of the fiscal agent and the paying agents.
| | |
Aggregate Principal Amount: | | For the 2014 notes: U.S. $• |
| | |
| | For the 2030 notes: U.S. $• |
| | |
Issue Price: | | For the 2014 notes:•%, plus accrued interest, if any, from |
| | February•, 2009 |
| | |
| | For the 2030 notes:•%, plus accrued interest, if any, from February•, 2009 |
| | |
Issue Date: | | February•, 2009 |
| | |
Maturity Date: | | For the 2014 notes:•, 2014 |
| | |
| | For the 2030 notes:•, 2030 |
| | |
Specified Currency: | | U.S. dollars |
| | |
Authorized Denominations: | | For the 2014 notes: U.S. $2,000 and integral multiples thereof |
| | |
| | For the 2030 notes: U.S. $2,000 and integral multiples thereof |
| | |
Form: | | Registered; Book-Entry through the facilities of DTC, Euroclear and Clearstream, Luxembourg. |
| | |
Interest Rate: | | For the 2014 notes:•% per year, accruing from February•, 2009 |
| | |
| | For the 2030 notes:•% per year, accruing from February•, 2009 |
| | |
Interest Payment Dates: | | For the 2014 notes: Semi-annually on• and• of each year, commencing on•, 2009 |
| | |
| | For the 2030 notes: Semi-annually on• and• of each year, commencing on•, 2009 |
PS-4
| | |
Regular Record Dates: | | For the 2014 notes: The• or• of each year preceding the relevant interest payment date |
| | |
| | For the 2030 notes: The• or• of each year preceding the relevant interest payment date |
| | |
Optional Redemption: | | X Yes No |
| | |
| | Mexico will have the right at its option, upon giving not less than 30 days’ notice, to redeem the 2014 notes or the 2030 notes, in whole or in part, at any time or from time to time prior to their maturity, at a redemption price equal to the principal amount thereof, plus the Make-Whole Amount (as defined below), plus accrued interest on the principal amount of such notes to the date of redemption. “Make-Whole Amount” means the excess of (i) the sum of the present values of each remaining scheduled payment of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus• basis points (in the case of the 2014 notes) or• basis points (in the case of the 2030 notes) over (ii) the principal amount of such notes. |
| | |
| | “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. |
| | |
| | “Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker (as defined below) as having an actual or interpolated maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of investment grade debt securities of a comparable maturity to the remaining term of such notes. |
| | |
| | “Independent Investment Banker” means one of the Reference Treasury Dealers (as defined below) appointed by Mexico. |
| | |
| | “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if Mexico obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations. |
PS-5
| | |
| | “Reference Treasury Dealer” means any of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, J.P. Morgan Securities Inc. and Barclays Capital Inc., or their affiliates which are primary United States government securities dealers, and their respective successors;providedthat if any of the foregoing shall cease to be a primary United States government securities dealer in the City of New York (a “Primary Treasury Dealer”), Mexico will substitute therefor another Primary Treasury Dealer. |
| | |
| | “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by Mexico, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to Mexico by such Reference Treasury Dealer at 3:30 pm New York time on the third business day preceding such redemption date. |
| | |
Optional Repayment: | | Yes X No |
| | |
Indexed Note: | | Yes X No |
| | |
Foreign Currency Note: | | Yes X No |
| | |
Managers: | | Credit Suisse Securities (USA) LLC |
| | Deutsche Bank Securities Inc. |
| | HSBC Securities (USA) Inc. |
| | |
Listing: | | Mexico will apply to list the notes on the Luxembourg Stock Exchange. |
| | |
Trading: | | Euro MTF market of the Luxembourg Stock Exchange |
| | |
Securities Codes: | | |
| | |
CUSIP: | | For the 2014 notes:• |
| | |
| | For the 2030 notes:• |
| | |
ISIN: | | For the 2014 notes:• |
| | |
| | For the 2030 notes:• |
| | |
Fiscal Agent, Principal | | |
Paying Agent, Calculation | | |
Agent, Transfer Agent, | | |
Registrar and | | |
Authenticating Agent: | | Citibank, N.A. |
| | |
Luxembourg Paying and | | |
Transfer Agent: | | KBL European Private Bankers S.A. |
PS-6
| | |
Further Issues: | | Mexico may, without the consent of the holders, issue additional 2014 notes or 2030 notes that may form a single series of notes with the outstanding 2014 notes or 2030 notes, as applicable, provided that such additional notes do not have, for purposes of U.S. federal income taxation, a greater amount of original issue discount than the notes have as of the date of the issue of such additional notes. |
| | |
Governing Law: | | New York, except that all matters governing authorization and execution of the notes by Mexico will be governed by the law of Mexico. |
| | |
Additional Provisions: | | The notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to Mexico’s outstanding public external indebtedness issued prior to March 3, 2003. Those provisions are described beginning on page 7 of the accompanying prospectus dated July 18, 2008. |
PS-7
RECENT DEVELOPMENTS
The information included in this section supplements the information about Mexico corresponding to the headings below that is contained in Exhibit D to Mexico’s annual report on Form 18-K, as amended, for the fiscal year ended December 31, 2007. To the extent that the information included in this section differs from the information set forth in the annual report, you should rely on the information in this section.
The Economy
Program for Growth and Employment
ThePrograma para Impulsar el Crecimiento y el Empleo(Program for Growth and Employment), announced on October 8, 2008, is intended to mitigate the impact of the deterioration of the international economic environment on the Mexican economy. The Government expects that the recent extreme contraction of liquidity in the international financial markets and equity, debt and foreign exchange market volatility and the deepening recession in Mexico’s trading partners are likely to have adverse effects on the Mexican economy, including:
| • | | a decrease in exports, remittances, tourism revenues and foreign direct investment inflows, |
|
| • | | reduced availability of credit, as financial intermediaries adopt more conservative lending policies and access to foreign credit diminishes, and |
|
| • | | a lower oil price, leading to decreased public sector revenues. |
The Mexican economy and financial markets have already begun to experience these adverse effects.
The specific goals of the Program for Growth and Employment are to:
| • | | compensate for the expected lower Government revenues, which would ordinarily require a reduction in programmable expenditures, |
|
| • | | stimulate economic activity and create jobs through a variety of infrastructure projects aimed at specific sectors such as education, housing and highways, |
|
| • | | increase the availability of financing and credit, for financing infrastructure and for supporting small- and medium-sized firms, through the Mexican development banks, and |
|
| • | | foster long-term economic growth. |
The Mexican Government proposes to take or has already taken the following concrete measures in order to achieve the foregoing goals:
| • | | The Federal Budget and Fiscal Responsibility Law (the “LFPRH”) was amended, effective with the 2009 fiscal year, to remove Petróleos Mexicanos and its operating subsidiaries from the Government’s program for certain long-term productive infrastructure projects (Infraestructura Productiva de Largo Plazo, or “PIDIREGAS”), so that PIDIREGAS debt of these entities will be assumed as direct public debt of Petróleos Mexicanos during 2009 and to provide that future infrastructure expenditures of Petróleos Mexicanos and its operating subsidiaries will not be considered for purposes of the balanced budget principle set forth in the LFPRH, and will therefore be excluded from across-the-board budget cuts required when public sector revenues decline. The effect of these amendments will be to create Ps. 78.3 billion of room for additional |
PS-8
| | | expenditures in 2009 as compared with the 2009 budget originally proposed to the Mexican Congress. |
|
| • | | Petróleos Mexicanos and its operating subsidiaries will be permitted to apply resources held in the Pemex Infrastructure Investment Stabilization Fund, which total approximately Ps. 12 billion, to begin the process for the construction of a new refinery and for other infrastructure projects. |
|
| • | | The above two measures, which together will generate room in the budget for an aggregate of Ps. 90.2 billion of expenditures, will be used to stimulate economic activity as described in the following paragraphs. |
|
| • | | Approximately Ps. 25.1 billion of the additional budgetary space will be used to compensate for the reduction in programmable expenditures that would otherwise have been required due to the expected reduction in oil revenues or tax collections. |
|
| • | | An additional infrastructure expenditure program would be established with the remaining Ps. 65.1 billion in budgetary space, of which approximately Ps. 12.1 billion would be used by Petróleos Mexicanos to fund, among other things, the construction of the refinery mentioned above, and Ps. 53.1 billion would be allocated among projects in various sectors that reflect both national priorities and the highest possible contribution to economic activity and job creation (e.g., expenditures to improve the infrastructure of Comisión Federal de Electricidad, housing, education, tourism, highways and agriculture). |
|
| • | | The Mexican national development banks would employ their capital to increase the availability of credit by up to Ps. 35 billion, Ps. 23 billion through credit lines made available to financial intermediaries and Ps. 12 billion to be supported by guarantees, with Ps. 6 billion of the latter to be allocated as credit to small- and medium-sized enterprises. In addition, Nacional Financiera, S.N.C. (NAFIN) and Banco Nacional de Comercio Exterior, S.N.C. are supporting the refinancing of commercial paper by issuing guarantees of up to Ps. 50 billion. |
|
| • | | Banco Nacional de Obras y Servicios Públicos, S.N.C. and the National Infrastructure Fund will facilitate infrastructure projects, including new roads and suburban transit. |
|
| • | | Credit to the agricultural sector will be facilitated by (1) a temporary increase in the limits of indebtedness of financial intermediaries with development banks from 60% to 75% of the total liabilities of the intermediary, (2) the creation of new guarantee programs through the National Fund of Guarantees to promote more than Ps. 20 billion of additional financing and (3) the provision of subsidies to lower the guarantee premiums normally applicable to medium- and long-term loans to finance the acquisition of fixed assets. |
|
| • | | Approximately Ps. 40 billion of additional credit will be made available to the housing sector through the Sociedad Hipotecaria Federal and NAFIN. In addition, Sociedad Hipotecaria Federal, in coordination with the Inter-American Development Bank and the International Finance Corporation, will continue to buy and sell mortgage-backed securities in order to add liquidity to the market. |
|
| • | | The investment restrictions applicable to the private pension funds, or SIEFORES, will be liberalized in order to channel a greater amount of resources to infrastructure projects and housing, as well as towards financing to small- and medium-sized enterprises, by permitting investments in subordinated debt and other structured instruments and strengthening conflicts of interest rules and risk concentration regulations. |
PS-9
| • | | The Government purchase program administered by NAFIN for small- and medium-sized enterprises will be strengthened by requiring certain Government ministries to (1) establish in November a purchase plan for small- and medium-sized enterprises in 2009 to increase the participation of small- and medium-sized enterprises in government procurement contracts to up to 20% of the total by the end of 2009, preferably using NAFIN’s electronic bidding system and (2) create a Commission for Government Purchases from small- and medium-sized enterprises to review the performance of the program and increase the participation of small- and medium-sized enterprises. |
Prices and Wages
Inflation (as measured by the change in the national consumer price index) for the year ended December 31, 2008 was 6.53%, 2.8 percentage points higher than during 2007. Inflation for the first month of 2009 was 0.23%, 0.2 percentage points lower than during the same period of 2008.
Gross Domestic Product
According to preliminary figures, Mexico’s gross domestic product (“GDP”) grew by 2.3% in real terms during the first nine months of 2008, as compared to the first nine months of 2007. The agriculture, forestry, fishing and hunting sector grew by 3.2%; the utilities sector grew by 5.6%; the construction sector grew by 0.2%; the manufacturing sector grew by 2.1%; the wholesale and retail trade sector grew by 4.9%; the transportation and warehousing sector grew by 2.3%; the information sector grew by 11.1%; the finance and insurance sector grew by 2.5%; the real estate, rental and leasing sector grew by 3.7%; management of companies and enterprises grew by 3.1%; administrative and support and waste management and remediation services grew by 1.7%; education services grew by 1.2%; health care and social assistance grew by 0.9%; arts, entertainment and recreation grew by 3.0%; accommodation and food services grew by 2.2%; and other services (except public administration) grew by 2.3%, each in real terms as compared to first nine months of 2007. However, public administration services decreased by 0.3%, the mining sector decreased by 7.0% and professional, scientific and technical services decreased by 0.1%, each in real terms as compared to the first nine months of 2007.
During the fourth quarter of 2008, real GDP is estimated to have decreased at an annual rate of approximately 1.0%. Mexico currently estimates that GDP grew by approximately 1.5% in real terms during the full year of 2008.
Interest Rates
During 2008, interest rates on 28-dayCetesaveraged 7.7% and interest rates on 91-dayCetes averaged 7.9%, as compared to 7.2% and 7.4%, respectively, during 2007. During the first month of 2009, interest rates on 28-dayCetesaveraged 7.6% and interest rates on 91-dayCetesaveraged 7.7%, as compared with average rates on 28-day and 91-dayCetesof 7.4% and 7.6%, respectively, during the same period of 2008. On February 10, 2009, the 28-dayCetesrate was 7.5% and the 91-dayCetesrate was 7.3%.
Principal Sectors of the Economy
Petroleum and Petrochemicals
Although Petróleos Mexicanos, its four subsidiary entities, Pemex-Exploración y Producción (Pemex-Exploration and Production), Pemex-Refinación (Pemex-Refining), Pemex-Gas y Petroquímica Básica (Pemex-Gas and Basic Petrochemicals) and Pemex-Petroquímica (Pemex-Petrochemicals), and its subsidiary companies (collectively, “PEMEX”) reported a net income of Ps. 5.6 billion during the first nine months of 2008, based on its unaudited consolidated results, PEMEX expects to recognize a net loss for the year ended December 31, 2008 that is significantly greater than the net loss for the year ended December 31,
PS-10
2007, based on the net loss recognized in PEMEX’s preliminary financial information as of November 30, 2008. This increase in loss is mainly due to the decline in international oil prices during the second half of 2008, which resulted in a decrease in net sales, and to the depreciation of the peso against the U.S. dollar, which resulted in unrealized foreign exchange losses arising from the recognition in Mexican pesos of the outstanding debt stated in foreign currencies that are recognized in the comprehensive financial result.
Financial System
Central Bank and Monetary Policy
During the year ended December 31, 2008, the M1 money supply increased by 2.8% in real terms, as compared with 2007. This was driven by an increase in bills and coins held by the public, which increased by 7.9% in real terms in 2008.
During 2008, financial savings increased by 6.0% in real terms, as compared with 2007. Savings generated by Mexican residents increased by 5.8% in real terms and savings generated by non-residents increased by 9.6% in real terms during 2008, each as compared with 2007.
At December 31, 2008, the monetary base totaled Ps. 577.5 billion, a 16.7% nominal increase from the level of Ps. 494.7 billion at December 31, 2007. At February 9, 2009, the monetary base totaled Ps. 538.3 billion, a 6.8% nominal decrease from the level of Ps. 577.5 billion at December 31, 2008.Banco de Méxicoestimates that the monetary base will total approximately Ps. 637.6 billion at December 31, 2009.
In October 2007, Banco de México announced that as of January 21, 2008, it will use the overnight funding rate, rather than its other monetary policy instrument, the “corto” or “short,” as its primary monetary policy instrument. The minimum overnight funding rate remained at 7.50% from October 26, 2007 to June 20, 2008. Banco de México increased the minimum overnight funding rate to 7.75% on June 20, 2008, to 8.00% on July 18, 2008 and to 8.25% on August 15, 2008. On January 16, 2009, the minimum overnight funding rate was reduced to 7.75%.
Banking Supervision and Support
At September 30, 2008, the total amount of past-due loans of commercial banks (excluding banks under Government intervention and those in special situations) was Ps. 56,782 million, as compared with Ps. 43,142 million at December 31, 2007. The total loan portfolio of the banking system increased by 6.0% in real terms during the first nine months of 2008, as compared with December 31, 2007. The past-due loan ratio of commercial banks was 3.0% at September 30, 2008, as compared with the 2.5% past-due loan ratio at December 31, 2007. The amount of loan loss reserves created by commercial banks (excluding banks under Government intervention and those in special situations) totaled Ps. 90,199 million at September 30, 2008, as compared with Ps. 72,862 million at December 31, 2007. At this level, commercial banks had reserves covering 158.9% of their past-due loans at September 30, 2008, exceeding the minimum reserve level of 45% required by the applicable accounting criteria.
In response to the current international financial crisis, the Federal Government and Banco de México announced on October 27, 29 and 30, 2008, a series of joint preventive actions aimed at reducing liquidity problems and restoring order to the domestic financial markets, including the repurchase of Ps. 40 billion of outstanding domestic bonds. As part of this program, the Federal Government repurchased Ps. 4.3 billion of fixed rate peso denominated government bonds (MBonos) and UDI 713 million of UDI-denominated government bonds (Udibonos) from October 27 through 31, 2008. The repurchases were carried out through auctions conducted by Banco de México and the Ministry of Finance and Public Credit on December 3, 13 and 17, 2008. In addition, Banco de México and the Federal Reserve Bank of New York agreed on February 3, 2009 to extend their U.S. $30 billion temporary swap facilities until October 30, 2009.
PS-11
The Securities Market
At December 31, 2008, the Mexican Stock Market Index stood at 22,380 points, representing a 24.2% nominal decrease from the level at December 31, 2007. At February 10, 2009, the Mexican Stock Market Index stood at 19,826 points, representing an 11.4% decrease from the level at December 31, 2008.
External Sector of the Economy
Foreign Trade
According to preliminary figures, during 2008, Mexico registered a trade deficit of U.S. $16.8 billion, as compared with a trade deficit of U.S. $10.1 billion for 2007. Merchandise exports increased by 7.3% during 2008 to U.S. $291.8 billion, as compared to U.S. $271.9 billion for 2007. During 2008, petroleum exports increased by 17.7%, while non-petroleum exports increased by 5.4%, each as compared to the petroleum and non-petroleum export totals for 2007. Exports of manufactured goods, which represented 79.1% of total merchandise exports, increased by 5.1% during 2008, as compared with exports of manufactured goods during 2007.
According to preliminary figures, during 2008, total imports grew by 9.5% to U.S. $308.6 billion, as compared to U.S. $281.9 billion for 2007. During 2008, imports of intermediate goods increased by 7.9%, imports of capital goods increased by 16.4% and imports of consumer goods increased by 11.4%, each as compared to imports in 2007.
Balance of International Payments
According to preliminary figures, during the first nine months of 2008, Mexico’s current account registered a deficit of 1.1% of GDP, or U.S. $9,296 million, as compared to a deficit of U.S. $7,322 million for the same period of 2007. The capital account registered a surplus in the first nine months of 2008 of U.S. $12,004 million, as compared with a U.S. $12,142 million surplus in the same period of 2007. Foreign investment in Mexico, as recorded in the balance of payments, totaled U.S. $26.5 billion during the first nine months of 2008, and was composed of direct foreign investment of U.S. $15.6 billion and net portfolio foreign investment (including securities placed abroad) inflows of U.S. $10.9 billion.
At December 31, 2008, Mexico’s international reserves totaled U.S. $85,441 million, an increase of U.S. $7,450 million from the amount at December 31, 2007. The net international assets of Banco de México totaled U.S. $95,232 million at December 31, 2008, an increase of U.S. $7,977 million from the amount at December 31, 2007. According to preliminary figures, at February 6, 2009, Mexico’s international reserves totaled U.S. $82,085 million, a decrease of U.S. $3,356 million from the amount at December 31, 2008. The net international assets ofBanco de México totaled U.S. $91,267 million at February 6, 2008, a decrease of U.S. $3,965 million from the amount at December 31, 2008.
On October 8, 2008, Banco de México announced that going forward, Banco de México would conduct an auction of U.S. $400 million on any day in which the depreciation of the peso exceeds 2% as compared to the previous day’s exchange rate (“daily auctions”). From October 9, 2008 through February 10, 2009, Mexico has sold an aggregate of U.S. $5.9 billion through daily auctions.
In addition, from October 8, 2008 to February 10, 2008, Banco de México has conducted the following special auctions of dollars for an aggregate of U.S. $11 billion: (i) on October 8 and 9, 2008 a special auction of U.S. $2.5 billion, (ii) on October 10, 2008, two special auctions, each of which were for an aggregate amount of U.S. $3.0 billion, (iii) on October 16, 2008, a special auction of U.S. $1.5 billion and (iv) on October 23, 2008, a special auction of U.S. $1.0 billion.
PS-12
On February 4, 5 and 6, 2009, Banco de México, in response to heightened exchange rate volatility and a lack of liquidity in the foreign exchange market, carried out extraordinary sales of dollars to Mexican banks, in an aggregate amount of approximately U.S. $1.1 billion to otherwise improve liquidity in the foreign exchange market.
Direct Foreign Investment in Mexico
According to preliminary figures, during the first nine months of 2008, direct foreign investment in Mexico notified to the Registro Nacional de Inversiones Extranjeras (National Foreign Investment Registry) totaled approximately U.S. $15.6 billion. Of that, 33.8% has been channeled to manufacturing, 23.1% to financial services, 9.9% to commerce, 4.7% to transportation and communications, 21.5% to mining, 3.1% to construction and 3.9% to other services. By country of origin, during the first nine months of 2008, 48.8% of such foreign investment came from the United States, 13.9% from Spain, 9.0% from Canada, 6.6% from the United Kingdom, 2.1% from Switzerland and 19.6% from other countries.
Exchange Controls and Foreign Exchange Rates
The peso/U.S. dollar exchange rate announced byBanco de Méxicoon December 31, 2008 (to take effect on the second business day thereafter) was Ps. 13.83 = U.S. $1.00, a 21.0% depreciation in dollar terms from the exchange rate of Ps. 10.92 = U.S. $1.00 on December 31, 2007.
The peso/U.S. dollar exchange rate announced byBanco de Méxicoon February 10, 2009 (to take effect on the second business day thereafter) was Ps. 14.36 = U.S. $1.00.
Public Finance
Revenues and Expenditures
According to preliminary figures, during 2008, the public sector overall balance registered a deficit of Ps. 301.6 billion. The public sector deficit included the effect of the issuance of Ps. 292.0 billion (approximately 2.4% of GDP) of recognition bonds (bonos de reconocimiento)associated with the reform of theLey del Instituto de Seguridad y Servicios Sociales de los Trabajadores del Estado(“ISSSTE Law”) in March 2007. Under the ISSSTE Law, Mexico’s federal employee pension system was transformed from a pay-as-you-go system into a fully funded one. The recognition bonds were issued in order to recognize the rights acquired by workers who choose the new pension regime; the issuance of these bonds does not represent a new liability, but a preexisting one associated with the pension benefits accrued by workers that are now recognized as budgetary debt. Excluding the gross expenditure related to the ISSSTE Law, the public sector deficit for 2008 was Ps. 9.6 billion, equivalent to approximately 0.1% of GDP, consistent with the Government’s target of a balanced budget for the fiscal year.
According to preliminary figures, during 2008, the public sector primary balance registered a deficit of Ps. 70.0 billion, as compared to the surplus of Ps. 247.0 billion recorded in 2007. Excluding the expenditures associated with the ISSSTE Law, the primary balance registered a surplus of Ps. 222.0 billion, or 1.8% of GDP, as compared to a surplus of Ps. 247.0 billion in 2007.
According to preliminary figures, public sector budgetary revenues increased by 9.3% in real terms during 2008. Oil revenues increased by 13.5% in real terms and non-oil tax revenues increased by 9.8% in real terms, while non-oil, non-tax revenues decreased by 10.4% in real terms, in each case as compared to 2007. Oil prices increased by 36.9% in 2008, from an average price of U.S. $61.63 per barrel in 2007 to U.S. $84.35 per barrel in 2008, while PEMEX’s non-tax revenues as a percentage of total public sector budgetary revenues decreased from approximately 15.1% in 2007 to approximately 12.6% in 2008.
According to preliminary figures, public sector budgetary expenditures increased by 9.8% in real terms during 2008. In 2008, public sector financing costs decreased by 9.6% in real terms as compared with 2007.
PS-13
At December 31, 2008, the balance of the Oil Revenues Stabilization Fund totaled Ps. 85.8 billion, the balance of the Federal Entities Revenue Stabilization Fund totaled Ps. 30.3 billion and the balance of the Stabilization Fund for PEMEX’s Infrastructure Investment totaled Ps. 29.0 billion.
2009 Budget and Fiscal Package
On September 8, 2008, the Executive submitted to Congress the proposal for the Federal Annual Revenue Law for 2009 and the Federal Expenditure Decree for 2009 (together with the Federal Annual Revenue Law for 2009, the “2009 Budget”).
The Federal Annual Revenue Law for 2009 was published in the Mexican Official Gazette on November 10, 2008 and became effective as of January 1, 2009. On November 28, 2008, the Federal Expenditure Decree for 2009 was published in the Mexican Official Gazette and became effective as of January 1, 2009.
The preliminary results for 2006, 2007 and 2008, as well as the budget assumptions and targets for 2008 and the 2009 Budget, are presented below.
2006, 2007 and 2008 Results;
2008 and 2009 Budget Assumptions and Targets
| | | | | | | | | | | | | | | | | | | | |
| | 2006 | | | 2007 | | | 2008 | | | 2008 | | | 2009 | |
| | Results | | | Results | | | Results(1) | | | Budget(3)(4) | | | Budget(5) | |
Real GDP growth (%) | | | 4.9 | %(2) | | | 3.2 | %(1)(2) | | | 2.3 | %(2) | | | 3.7 | % | | | 1.8 | % |
Increase in the national consumer price index (%) | | | 4.1 | % | | | 3.8 | % | | | 6.5 | % | | | 3.0 | % | | | 3.8 | % |
Average export price of Mexican oil mix (U.S. $/barrel) | | | 53.04 | | | | 61.63 | | | | 84.35 | (6) | | | 49.00 | | | | 70.00 | (6) |
Current account deficit as % of GDP | | | 0.2 | %(1)(2) | | | 0.6 | %(1)(2) | | | 1.1 | %(1)(2) | | | 1.0 | % | | | 1.1 | % |
Average exchange rate (Ps./$1.00) | | | 10.9 | | | | 10.9 | | | | 11.1 | | | | 11.2 | | | | 11.7 | |
Average rate on 28-dayCetes(%) | | | 7.2 | % | | | 7.2 | % | | | 7.7 | % | | | 7.0 | % | | | 8.0 | % |
Public sector balance as % of GDP | | | 0.1 | %(2) | | | 0.0 | %(1)(2) | | | -0.1 | %(7) | | | 0.0 | % | | | 0.0 | % |
Primary balance as % of GDP | | | 2.5 | %(2) | | | 2.2 | %(1)(2) | | | 1.8 | %(7) | | | 2.5 | % | | | n.a. | |
| | |
(1) | | Preliminary data. |
|
(2) | | GDP and Current Account figures are for the first nine months of 2008, because full year 2008 information is not yet available. Calculated with GDP figures resulting from the method of calculation in place since April 2008. The Government currently estimates that real GDP growth for 2008 will be approximately 1.5%. |
|
(3) | | Calculated with GDP figures resulting from the method of calculation in place prior to April 2008. |
|
(4) | | 2008 Budget figures represent budgetary estimates, based on the economic assumptions contained in theCriterios Generales de Política Económica(General Economic Policy Guidelines) for 2008 and in thePrograma Económico 2008(Economic Program 2008), and do not reflect actual results for the year and have not been revised to reflect the adverse global financial and economic environment in 2008. The average export price of Mexico’s oil mix for 2008 was U.S. $84.35 per barrel. |
|
(5) | | 2009 Budget figures represent budgetary estimates, based on the economic assumptions contained in theCriterios Generales de Política Económica(General Economic Policy Guidelines) for 2009 and in thePrograma Económico 2009(Economic Program 2009). |
|
(6) | | Over the past few months, the Mexican Government has entered into agreements to hedge oil prices in order to isolate the 2009 Budget from the effect of reductions in the price of oil with respect to the level that was assumed in the Federal Annual Revenue Law for 2009. Therefore, the approved expenditures level should not be affected if a lower Mexican oil mix price than the one assumed in the 2009 Budget is observed. The total amount hedged was 330 million barrels, which is the amount of net oil exports contemplated in the Economic Program 2009. The aggregate cost of hedging the oil revenues was U.S. $1.5 billion. |
|
(7) | | Excluding the effect of expenditures related to the issuance of bonds pursuant to reforms to the ISSSTE Law, as discussed under “—Revenues and Expenditures” above. |
n.a.: Not Available.
Source: Ministry of Finance and Public Credit.
Public Debt
Internal Public Debt
Internal debt of the Mexican Government is presented herein on a “net” basis, and includes only the internal portion of indebtedness incurred directly by the Mexican Government, Banco de México’s general account balance (which was positive at December 31, 2008, indicating monies owed to the Mexican
PS-14
Government) and the assets of theFondo del Sistema de Ahorro Para el Retiro(the Retirement Savings System Fund). Net internal debt includesCetesand other securities sold to the public in primary auctions, but not such debt allocated to Banco de México for its use in regulating liquidity (Regulación Monetaria). Internal debt does not include the debt of the IPAB or the debt of budget-controlled or administratively controlled agencies.
According to preliminary figures, at December 31, 2008, the net internal debt of the Mexican Government totaled Ps. 2,332.7 billion, as compared to Ps. 1,788.3 billion outstanding at December 31, 2007. At December 31, 2008, the gross internal debt of the Mexican Government totaled Ps. 2,401.3 billion, as compared to Ps. 1,896.3 billion of gross internal debt at December 31, 2007. Of the total gross internal debt of the Mexican Government at December 31, 2008, Ps. 281.3 billion represented short-term debt and Ps. 2,120.0 billion represented long-term debt, as compared to Ps. 261.3 billion and Ps. 1,635.0 billion of short- and long-term debt, respectively, at December 31, 2007. The average maturity of the Mexican Government’s internal debt increased by 0.77 years during 2008, from 5.59 years at December 31, 2007 to 6.36 years at December 31, 2008. The Mexican Government’s financing costs on internal debt totaled Ps. 158.9 billion in 2008, 12.5% more, in nominal terms, than in 2007.
External Public Debt
The total external debt of the public sector consists of the external portion of the long-term indebtedness incurred directly by the Mexican Government, the external long-term indebtedness incurred by budget-controlled agencies, the external long-term indebtedness incurred directly or guaranteed by administratively controlled agencies (including but not limited to national development banks) and the short-term external debt of the public sector. Private sector debt guaranteed by the Mexican Government is not included unless and until the Mexican Government is called upon to make payment under its guaranty. For purposes hereof, long-term debt includes all debt with maturities of one year or more from the date of issue.
According to preliminary figures, outstanding gross external public debt increased by approximately U.S. $1.6 billion in 2008, from U.S. $55.4 billion at December 31, 2007 to U.S. $56.9 billion at December 31, 2008. Of this amount, U.S. $55.7 billion represented long-term debt and U.S. $1.3 billion represented short-term debt. At December 31, 2008, commercial banks held approximately 8.0% of Mexico’s total public sector external debt, multilateral and bilateral creditors (excluding the IMF) held 20.9%, bondholders held 61.0% and other creditors held the remaining 9.9%.
On February 3, 2009, Petróleos Mexicanos issued U.S. $2,000,000,000 of its 8.00% Notes due 2019, which were issued under the U.S. $7,000,000,000 medium-term note program of Petróleos Mexicanos. The payment obligations of Petróleos Mexicanos under the notes are guaranteed jointly and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica.
PS-15
PLAN OF DISTRIBUTION
The managers severally have agreed to purchase, and Mexico has agreed to sell to them, the principal amount of the notes listed opposite their names below. The terms agreement, dated as of February•, 2009, between Mexico and the managers provides the terms and conditions that govern this purchase.
| | | | | | | | |
|
Managers | | Principal Amount of | | | Principal Amount of | |
| | 2014 Notes | | | 2030 Notes | |
|
Credit Suisse Securities (USA) LLC | | | U.S. $• | | | | U.S. $• | |
Deutsche Bank Securities Inc. | | | • | | | | • | |
HSBC Securities (USA) Inc. | | | • | | | | • | |
| | | | | | | | |
Total | | | U.S. $• | | | | U.S. $• | |
| | | | | | |
|
Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. are acting as joint lead managers and joint bookrunners in connection with the offering of the notes.
Notes sold by the managers to the public will initially be offered at the applicable initial offering price set forth on the cover of this pricing supplement. Any 2014 notes sold by the managers to securities dealers may be sold at a discount from the initial public offering price of up to•% of the principal amount of such notes, and any 2030 notes sold by the managers to securities dealers may be sold at a discount from the initial public offering price of up to•% of the principal amount of such notes. Any such securities dealers may resell any 2014 notes purchased from the managers to certain other brokers or dealers at a discount from the initial public offering price of up to•% of the principal amount of such notes, and may resell any 2030 notes purchased from the managers to certain other brokers or dealers at a discount from the initial public offering price of up to•% of the principal amount of such notes. If all the notes are not sold at the initial public offering price, the managers may change the offering price and the other selling terms.
The managers are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of the validity of the notes by counsel and other conditions contained in the terms agreement, such as the receipt by the managers of certificates of officials and legal opinions. The managers reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
In order to facilitate the offering of the notes, the joint lead managers (or, in the United Kingdom, an affiliate of Credit Suisse Securities (USA) LLC) may engage in transactions that stabilize, maintain or affect the price of the notes. In particular, the joint lead managers may:
| • | | over-allot in connection with the offering (i.e., apportion to dealers more of the notes than the managers have), creating a short position in the notes for their own accounts, |
|
| • | | bid for and purchase notes in the open market to cover over-allotments or to stabilize the price of the notes, or |
|
| • | | if the managers repurchase previously distributed notes, reclaim selling concessions which they gave to dealers when they sold the notes. |
Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The joint lead managers are not required to engage in these activities, but, if they do, they may discontinue them at any time.
PS-16
The managers and their affiliates have engaged in and may in the future engage in other transactions with and perform services for Mexico for which they received or will receive customary fees and expenses. These transactions and services are carried out in the ordinary course of business.
The notes are being offered for sale in jurisdictions in the North America, Europe and Asia where it is legal to make such offers. The managers have agreed that they will not offer or sell the notes, or distribute or publish any document or information relating to the notes, in any place without complying with the applicable laws and regulations of that place. If you receive this pricing supplement and the related prospectus supplement and prospectus, then you must comply with the applicable laws and regulations of the place where you (a) purchase, offer, sell or deliver the notes or (b) possess, distribute or publish any offering material relating to the notes. Your compliance with these laws and regulations will be at your own expense.
European Economic Area
In relation to each Member State of the European Economic Area (Iceland, Norway and Liechtenstein in addition to the member states of the European Union) which has implemented the Prospectus Directive (each, a “Relevant Member State”), each manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of notes to the public in that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than€43,000,000 and (3) an annual net turnover of more than€50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by Mexico of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of notes to the public” in relation to any notes in any Relevant Member state means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member state.
United Kingdom
Each manager has represented and agreed that:
| 1. | | it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to Mexico; and |
PS-17
| 2. | | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom. |
Italy
Each manager has acknowledged and agreed that no prospectus has been nor will be published in Italy in connection with the offering of the notes and that such offering has not been cleared by the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB”) pursuant to Italian securities legislation and, accordingly, has represented and agreed that the notes may not and will not be offered, sold or delivered, nor may or will copies of this pricing supplement, the accompanying prospectus supplement or prospectus or any other documents relating to the notes be distributed in Italy, except (i) to professional investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended (“Regulation No. 11522”), or (ii) in other circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (“Italian Finance Law”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Each manager has represented and agreed that any offer, sale or delivery of the notes or distribution of copies of this pricing supplement, the accompanying prospectus supplement or prospectus or any other document relating to the notes in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Italian Finance Law, Legislative Decree No. 385 of September 1, 1993, as amended (“Italian Banking Law”), Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.
Any investor purchasing the notes in the offering is solely responsible for ensuring that any offer or resale of the notes it purchased in the offering occurs in compliance with applicable Italian laws and regulations.
This pricing supplement, the accompanying prospectus supplement and prospectus and the information contained therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules governing offers of securities to the public pursuant to Article 100 of the Italian Finance Law and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, is not to be distributed, for any reason, to any third party resident or located in Italy. No person resident or located in Italy other than the original recipients of this document may rely on it or its content.
Italy has only partially implemented the Prospectus Directive. Accordingly, the provisions under the heading “European Economic Area” above shall apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented in Italy.
Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive in Italy, such requirements shall be replaced by the applicable requirements under the relevant implementing measures of the Prospectus Directive in Italy.
Hong Kong
The notes may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of
PS-18
Hong Kong, and no advertisement, invitation or document relating to the notes may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.
Japan
The notes have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and each underwriter has agreed that it will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This pricing supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this pricing supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 or Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the notes are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.
Mexico
The notes have not been and will not be registered with the National Securities Registry maintained by the CNBV and may not be offered or sold publicly in Mexico. The notes may be offered or sold privately in Mexico to qualified and institutional investors, pursuant to the exemption contemplated under Article 8 of the Mexican Securities Market Law. As required under the Mexican Securities Market Law, Mexico will give notice to the CNBV of the offering of the notes under the terms set forth herein. Such notice does not certify the solvency of Mexico, the investment quality of the notes, or that the information contained in this pricing supplement, the prospectus supplement or in the prospectus is accurate or complete. Mexico has prepared this pricing supplement and is solely responsible for its content, and the CNBV has not reviewed or authorized such content.
PS-19
See “Plan of Distribution” in the prospectus supplement for additional restrictions on the offer and sale of the notes.
The terms relating to non-U.S. offerings that appear under “Plan of Distribution” in the prospectus do not apply to the offer and sale of the notes under this pricing supplement.
The net proceeds to Mexico from the sale of the notes will be approximately U.S. $•, after the deduction of the underwriting discount and Mexico’s share of the expenses in connection with the sale of the notes, which are estimated to be approximately U.S. $•.
The managers have agreed to pay for certain expenses in connection with the offering of the notes.
Mexico has agreed to indemnify the managers against certain liabilities, including liabilities under the U.S. Securities Act of 1933, as amended.
PS-20
NOTICE TO CANADIAN RESIDENTS
Resale Restrictions
The distribution of the notes in Canada is being made only on a private placement basis exempt from the requirement that Mexico prepare and file a prospectus with the securities regulatory authorities in each province where trades of the notes are made. Any resale of the notes in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the notes.
Representations of Purchasers
By purchasing the notes in Canada and accepting a purchase confirmation a purchaser is representing to Mexico and the dealer from whom the purchase confirmation is received that:
| • | | the purchaser is entitled under applicable provincial securities laws to purchase the notes without the benefit of a prospectus qualified under those securities laws, |
|
| • | | where required by law, that the purchaser is purchasing as principal and not as agent, and |
|
| • | | the purchaser has reviewed the text above under Resale Restrictions. |
Rights of Action — Ontario Purchasers Only
Under Ontario securities legislation, a purchaser who purchases a security offered by this pricing supplement during the period of distribution will have a statutory right of action for damages, or while still the owner of the notes, for rescission against Mexico in the event that this pricing supplement contains a misrepresentation. A purchaser will be deemed to have relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the notes. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the notes. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against Mexico. In no case will the amount recoverable in any action exceed the price at which the notes were offered to the purchaser and if the purchaser is shown to have purchased the notes with knowledge of the misrepresentation, Mexico will have no liability. In the case of an action for damages, Mexico will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the notes as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
Taxation and Eligibility for Investment
Canadian purchasers of the notes should consult their own legal and tax advisors with respect to the tax consequences of an investment in the notes in their particular circumstances and about the eligibility of the notes for investment by the purchaser under relevant Canadian legislation.
PS-21
UNITED MEXICAN STATES
Secretaría de Hacienda y Crédito Público
Palacio Nacional
Patio Central, 3er piso
Oficina 3010
Colonia Centro
México, D.F. 06000
FISCAL AGENT AND PRINCIPAL PAYING AGENT
Citibank, N.A.
Global Agency & Trust Services
111 Wall Street, 5th Floor
New York, New York 10043
PAYING AGENTS AND TRANSFER AGENTS
| | |
Citibank, N.A. | | KBL European Private Bankers S.A. |
5 Carmelite Street | | 43, Boulevard Royal |
London EC4Y 0PA, England | | L-2955 Luxembourg |
LUXEMBOURG LISTING AGENT
KBL European Private Bankers S.A.
43, Boulevard Royal
L-2955 Luxembourg
LEGAL ADVISORS TO MEXICO
| | |
As to United States Law | | As to Mexican Law |
| | |
Cleary Gottlieb Steen & Hamilton LLP | | Fiscal Attorney of the Federation |
One Liberty Plaza | | Ministry of Finance and Public Credit |
New York, New York 10006 | | Insurgentes Sur 795 |
| | Piso 12 |
| | Colonia Nápoles |
| | 03810 México, D.F. |
LEGAL ADVISORS TO THE MANAGERS
| | |
As to United States Law | | As to Mexican Law |
| | |
Sullivan & Cromwell LLP | | Ritch Mueller, S.C. |
125 Broad Street | | Torre del Bosque |
New York, New York 10004 | | Boulevard M. Ávila Camacho No. 24 |
| | Piso 20 |
| | Colonia Lomas de Chapultepec |
| | 11000 México, D.F. |