Filed pursuant to Rule 433
Registration Statement No. 333-185462
January 12, 2015
United Mexican States
Final Terms and Conditions
3.600% Global Notes due 2025
| Issuer: | United Mexican States | |
| Transaction: | Reopening of 3.600% Global Notes due 2025 (the “2025 Notes”) | |
| Issue Currency: | U.S. Dollar | |
| Issue Size: | U.S. $1,000,000,000* (brings total size to U.S. $3,000,000,000*) | |
| Ratings: | A3(stable)/BBB+(stable)/BBB+(stable) (Moody’s/Standard & Poor’s/Fitch)** | |
| Maturity Date: | January 30, 2025 | |
| Pricing Date: | January 12, 2015 | |
| Settlement Date: | January 23, 2015 (T+8)
It is expected that delivery of the 2025 Notes will be made against payment therefor on the eighth day following the Pricing Date of the 2025 Notes (such settlement cycle being referred to herein as “T+8”). January 19, 2014 (Martin Luther King, Jr. Day) will not be considered a business day for the purpose of this calculation. Trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade 2025 Notes on the date of pricing or the next three business days will be required, by virtue of the fact that the 2025 Notes initially will settle in T+8, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of 2025 Notes who wish to trade 2025 Notes on the date of pricing or the next three business days should consult their own advisors. | |
| Coupon: | 3.600% | |
| Coupon Payment Frequency: | Semiannual | |
| Issue price: | 100.323%, plus accrued interest from November 25, 2014. | |
| Yield: | 3.560% | |
| Re-offer Spread over Benchmark: | +165 bps | |
| Reference Benchmark: | UST 2.250% due November 15, 2024 (price: 103-01 and yield: 1.910%) | |
| Interest Payment Dates: | January 30 and July 30 of each year, commencing July 30, 2015 (subject to interest payment date convention disclosed in the pricing supplement) | |
| Optional Redemption: | Make-Whole Call calculated at Treasuries +20 bps (at any time, from time to time prior to maturity upon giving no less than 30 days’ nor more than 60 days’ notice) | |
| Fungibility: | The 2025 Notes will be consolidated and form a single series with, and be fungible with, the outstanding U.S. $2,000,000,000 3.600% Global Notes due 2025 (CUSIP No. 91087BAA8, ISIN US91087BAA89, Common Code 111995923), previously issued by Mexico. | |
| Gross Proceeds: | U.S. $1,003,230,000.00*** | |
| Ranking: | Senior Unsecured | |
| Governing Law: | New York law | |
| Registration: | SEC Registered | |
Authorized Denominations: | U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof | |
| Day Count: | 30/360 | |
| Underwriters Discount: | 0.18% | |
| Listing/Trading: | Application will be made to the Luxembourg Stock Exchange - Euro MTF Market Luxembourg | |
| CUSIP / ISIN: | 91087BAA8 / US91087BAA89 | |
Joint Bookrunners /Allocation: | Credit Suisse Securities (USA) LLC (33.33%)
Merrill Lynch, Pierce, Fenner & Smith Incorporated (33.33%)
Morgan Stanley & Co. LLC (33.34%) | |
| * | Note: The total principal amount of 2025 Notes to be purchased by the Managers includes approximately U.S. $500,000,000 that is intended to fund the expected purchase of Tranche A Old Notes (as that term is defined in the Offer to Purchase, dated the date hereof, of Mexico) that are tendered to and accepted by Mexico in accordance with such Offer to Purchase. Mexico will announce the amount of Tranche A Old Notes that it is accepting on January 13, 2015. The aggregate amount of 2025 Notes may be adjusted to reflect the actual amount of Tranche A Old Notes accepted on such date. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating. |
| *** | Note: The total gross proceeds amount may be adjusted in proportion to the adjustment, if any, to be made to the aggregate amount of 2025 Notes. |
A prospectus dated November 10, 2014 and a prospectus supplement dated November 17, 2014 accompany this free-writing prospectus and are available from the Securities and Exchange Commission’s (the “Commission”) website at
http://www.sec.gov/Archives/edgar/data/101368/000119312514405539/d816959d424b2.htm and
http://www.sec.gov/Archives/edgar/data/101368/000119312514415239/d816959d424b2.htm. A preliminary pricing supplement, subject to completion on January 12, 2015, for the 2025 Notes, is available from the Securities and Exchange Commission’s website at
http://www.sec.gov/Archives/edgar/data/101368/000119312515007314/d850652d424b2.htm.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Web site of the Securities and Exchange Commission atwww.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll free at 1-800-624-1808.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW 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.
Filed pursuant to Rule 433
Registration Statement No. 333-185462
January 12, 2015
United Mexican States
Final Terms and Conditions
4.600% Global Notes due 2046
| Issuer: | United Mexican States | |
| Transaction: | 4.600% Global Notes due 2046 (the “2046 Notes”) | |
| Issue Currency: | U.S. Dollar | |
| Issue Size: | U.S. $3,000,001,000* | |
| Ratings: | A3(stable)/BBB+(stable)/BBB+(stable) (Moody’s/Standard & Poor’s/Fitch)** | |
| Maturity Date: | January 23, 2046 | |
| Pricing Date: | January 12, 2015 | |
| Settlement Date: | January 23, 2015 (T+8)
It is expected that delivery of the 2046 Notes will be made against payment therefor on the eighth day following the Pricing Date of the 2046 Notes (such settlement cycle being referred to herein as “T+8”). January 19, 2014 (Martin Luther King, Jr. Day) will not be considered a business day for the purpose of this calculation. Trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade 2046 Notes on the date of pricing or the next three business days will be required, by virtue of the fact that the 2046 Notes initially will settle in T+8, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of 2046 Notes who wish to trade 2046 Notes on the date of pricing or the next three business days should consult their own advisors. | |
| Coupon: | 4.600% | |
| Coupon Payment Frequency: | Semiannual | |
| Issue price: | 99.984%, plus accrued interest, if any, from January 23, 2015 | |
| Yield: | 4.601% | |
| Re-offer Spread over Benchmark: | +210 bps | |
| Reference Benchmark: | UST 3.125% due August 15, 2044 (price: 113-00 and yield: 2.501%) | |
| Interest Payment Dates: | January 23 and July 23 of each year, commencing July 23, 2015 (subject to interest payment date convention disclosed in the pricing supplement) | |
| Optional Redemption: | Make-Whole Call calculated at Treasuries +35 bps (at any time, from time to time prior to maturity upon giving no less than 30 days’ nor more than 60 days’ notice) | |
| Gross Proceeds: | U.S. $2,999,520,999.84*** | |
| Ranking: | Senior Unsecured | |
| Governing Law: | New York law | |
| Registration: | SEC Registered | |
Authorized Denominations: | U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof | |
| Day Count: | 30/360 | |
| Underwriters Discount: | 0.20% | |
| Listing/Trading: | Application will be made to the Luxembourg Stock Exchange - Euro MTF Market Luxembourg | |
| CUSIP / ISIN: | 91086QBF4 / US91086QBF46 | |
Joint Bookrunners / Allocation: | Credit Suisse Securities (USA) LLC (33.33%) Merrill Lynch, Pierce, Fenner & Smith Incorporated (33.33%) Morgan Stanley & Co. LLC (33.34%) | |
| * | Note: The total principal amount of 2046 Notes to be purchased by the Managers includes approximately U.S. $1,500,001,000 that is intended to fund the expected purchase of Tranche B Old Notes (as that term is defined in the Offer to Purchase, dated the date hereof, of Mexico) that are tendered to and accepted by Mexico in accordance with such Offer to Purchase. Mexico will announce the amount of Tranche B Old Notes that it is accepting on January 13, 2015. The aggregate amount of 2046 Notes may be adjusted to reflect the actual amount of Tranche B Old Notes accepted on such date. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating. |
| *** | Note: The total gross proceeds amount may be adjusted in proportion to the adjustment, if any, to be made to the aggregate amount of 2046 Notes. |
A prospectus dated November 10, 2014 and a prospectus supplement dated November 17, 2014 accompany this free-writing prospectus and are available from the Securities and Exchange Commission’s (the “Commission”) website athttp://www.sec.gov/Archives/edgar/data/101368/000119312514405539/d816959d424b2.htm andhttp://www.sec.gov/Archives/edgar/data/101368/000119312514415239/d816959d424b2.htm. A preliminary pricing supplement, subject to completion on January 12, 2015, for the 2046 Notes, is available from the Securities and Exchange Commission’s website athttp://www.sec.gov/Archives/edgar/data/101368/000119312515007314/d850652d424b2.htm.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the Securities and Exchange Commission for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the Web site of the Securities and Exchange Commission atwww.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322 or Morgan Stanley & Co. LLC toll free at 1-800-624-1808.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW 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.
