Term Sheet
Filed pursuant to Rule 433
Registration Statement No. 333-262317
January 18, 2024
United Mexican States
Final Terms and Conditions
4.4899% Notes due 2032
| Issuer: | United Mexican States | |
| Transaction: | 4.4899% Notes due 2032 (the “Notes”) | |
| Issue Currency: | Euro | |
| Issue Size: | €2,000,000,000 | |
| Ratings: | Baa2(stable)/BBB(stable)/BBB-(stable)(Moody’s/Standard & Poor’s/Fitch)* | |
| Maturity Date: | May 25, 2032 | |
| Pricing Date: | January 18, 2024 | |
| Settlement Date: | January 25, 2024 (T+5) | |
| Coupon: | 4.4899% | |
| Coupon Payment Frequency: | Annual | |
| Issue Price: | 100.000%, plus accrued interest, if any, from January 25, 2024 | |
| Yield to Maturity: | 4.493% | |
| Re-offer Spread over Interpolated Mid Swap: | 180 bps | |
| Reference Interpolated Mid Swap Rate: | 2.693% | |
Reference Mid Swap Rate: | 2.688% (8-year) 2.704% (9-year) | |
| Re-offer Spread over Reference Benchmark: | 226 bps | |
| Reference Benchmark: | DBR 0.000% due February 15, 2032 | |
| Reference Benchmark Price: | 83.685% | |
| Interest Payment Dates: | May 25 of each year, commencing on May 25, 2024 | |
| Optional Redemption: | Mexico will have the right at its option, upon giving not less than 10 days’ nor more than 60 days’ notice, to redeem the Notes, in whole or in part, at any time or from time to time prior to their maturity, at a redemption price equal to:
(a) if redeemed prior to February 25, 2032 (three months prior to the Maturity Date of the Notes) (the “Par Call Date”), the principal amount thereof, plus the Make-Whole Amount (as defined below), or
(b) if redeemed on or after the Par Call Date, the principal amount thereof,
plus, in each case interest accrued but not paid 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 but not paid to the date of redemption), discounted to the redemption date (assuming the Notes matured on the Par Call Date) on an annual basis (assuming the actual number of days in a 365- or 366-day year) at the Benchmark Rate (as defined under “Description of the Notes—Optional Redemption” in the Prospectus Supplement) plus 35 basis points over (ii) the principal amount of such Notes. | |
| Gross Proceeds: | €2,000,000,000 | |
| Ranking: | Senior Unsecured | |
| Governing Law: | State of New York | |
| Registration: | SEC Registered | |
Authorized Denominations: | €100,000 and integral multiples of €1,000 in excess thereof | |
| Day Count: | Act/Act | |
2
| Business Day Convention: | If any payment date for the Notes falls on a day that is not a Business Day, Mexico will make the payment on the next Business Day. Mexico will treat these payments as if they were made on the due date, and no additional interest will accrue as a result of this delay. | |||||
| Business Days: | London | |||||
| Underwriting Discount: | 0.170% | |||||
| Listing/Trading: | Application will be made to the Luxembourg Stock Exchange - Euro MTF Market Luxembourg. Application will also be made to the London Stock Exchange plc for the Notes to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”) and the London Stock Exchange plc’s Sustainable Bond Market. Neither the Euro MTF nor the ISM is a regulated market for the purposes of Directive 2014/65/EU or Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. | |||||
| ISIN: | XS2754067242 | |||||
| Common Code: | 275406724 | |||||
Joint Book-Running Managers/ Allocation: | Banco Bilbao Vizcaya Argentaria, S.A. Citigroup Global Markets Limited Deutsche Bank AG, London Branch HSBC Continental Europe Natixis Securities Americas LLC | (20%) (20%) (20%) (20%) (20%) | | |||
| Stabilization: | FCA/ICMA | |||||
Prohibition of Sales to EEA Retail Investors: | Applicable | |||||
| Prohibition of Sales to UK Retail Investors: | Applicable | |||||
3
| * | 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. |
A prospectus dated March 1, 2022 accompanies this free-writing prospectus and is available from the Securities and Exchange Commission’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312522061213/d233944dsba.htm.
A preliminary prospectus supplement, subject to completion, dated January 18, 2024, for the Notes, is available from the Securities and Exchange Commission’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312524009623/d616830d424b2.htm.
Mexico’s Annual Report on Form 18-K for the fiscal year ended December 31, 2022 is available from the Securities and Exchange Commission’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312523173816/0001193125-23-173816-index.html.
Amendment No. 1 to the Annual Report on Form 18-K/A as filed with the SEC on January 2, 2024 is available on the SEC’s website using the following link: https://www.sec.gov/Archives/edgar/data/101368/000119312524000242/0001193125-24-000242-index.htm.
The issuer has filed a registration statement (including the prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the SEC at www.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 Banco Bilbao Vizcaya Argentaria, S.A. toll free at +1 (800) 422-8692, Citigroup Global Markets Limited toll free at +1-800-831-9146, Deutsche Bank AG, London Branch toll free at +1-800-503-4611, HSBC Continental Europe toll free at +33 1 40 70 70 40 and Natixis Securities Americas LLC toll free at +1-212-872-5000.
MiFID II and UK MiFIR professionals/ECPs only / No EU PRIIPs or UK PRIIPs KID: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
4
SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) NOTIFICATION: The Notes in this offering are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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.
5
