UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2019
Commission File Number0-99
PETRÓLEOS MEXICANOS
(Exact name of registrant as specified in its charter)
MEXICAN PETROLEUM
(Translation of registrant’s name into English)
United Mexican States
(Jurisdiction of incorporation or organization)
Avenida Marina Nacional No. 329
Colonia Verónica Anzures
11300 Ciudad de México
México
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form20-F or Form40-F.
Form20-F ☒ Form40-F ☐
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1)
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7)
Yes ☐ No ☒
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
PETRÓLEOS MEXICANOS ANNOUNCES MEASURES TO STRENGTHEN ITS FINANCIAL CONDITION:
| • | PRIVATE CASH TENDER OFFERS |
September 12, 2019
MEXICO CITY, MEXICO – Petróleos Mexicanos (“PEMEX”)announces that it has commenced ten separate offers to purchase for cash (the “Tender Offers”) any and all of its outstanding securities set forth in the table below (the “Securities”) on the terms and subject to the conditions set forth in the offer to purchase, dated September 12, 2019 (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).
The Tender Offers will expire at 5:00 p.m. (New York City time) on September 18, 2019 (such date and time with respect to a Tender Offer, as the same may be extended with respect to such Tender Offer, the “Expiration Date”). Securities tendered may be validly withdrawn at any time at or prior to 5:00 p.m. (New York City time) on September 18, 2019 (as the same may be extended with respect to such Tender Offer), but not thereafter. The settlement date with respect to a Tender Offer will be promptly following the applicable Expiration Date and is expected to be September 23, 2019 (the “Settlement Date”).
The following table sets forth the Securities subject to the Tender Offers, as well as certain terms relating to the Tender Offers, including the acceptance priority levels (the “Acceptance Priority Levels”) in connection with the Maximum Tender Condition (as defined below):
Series of Securities | Acceptance | CUSIP | ISIN | Principal Amount | Tender | |||||
| 6.000% Notes due 2020 | 1 | 71654QAW2 71656LAC5 71656MAC3 | US71654QAW24 US71656LAC54 US71656MAC38 | U.S. $816,983,000 | U.S. $1,016.07 | |||||
3.500% Notes due 2020 | 2 | 71654QBU5 71656LBC4 71656MBC2 | US71654QBU58 US71656LBC46 US71656MBC29 | U.S. $682,697,000 | U.S. $1,010.89 | |||||
5.500% Notes due 2021 | 3 | 71654QAX0 71656LAD3 71656MAD1 | US71654QAX07 US71656LAD38 US71656MAD11 | U.S. $3,000,000,000 | U.S. $1,037.50 | |||||
6.375% Notes due 2021 | 4 | 71654QCA8 71656LBJ9 71656MBJ7 | US71654QCA85 US71656LBJ98 US71656MBJ71 | U.S. $1,250,000,000 | U.S. $1,050.00 | |||||
8.625% Bonds due 2022 | 5 | 706451AG6 70645JAH5 70645KAH2 | US706451AG65 US70645JAH59 US70645KAH23 | U.S. $160,245,000 | U.S. $1,115.00 | |||||
Floating Rate Notes due 2022 | 6 | 71654QCF7 71656LBN0 71656MBN8 | US71654QCF72 US71656LBN01 US71656MBN83 | U.S. $1,000,000,000 | U.S. $1,036.25 | |||||
5.375% Notes due 2022 | 7 | 71654QCE0 71656LBP5 71656MBP3 | US71654QCE08 US71656LBP58 US71656MBP32 | U.S. $1,500,000,000 | U.S. $1,048.75 | |||||
4.875% Notes due 2022 | 8 | 71654QBB7 71656LAL5 71656MAL3 | US71654QBB77 US71656LAL53 US71656MAL37 | U.S. $2,100,000,000 | U.S. $1,037.50 | |||||
3.500% Notes due 2023 | 9 | 71654QBG6 71656LAP6 71656MAP4 | US71654QBG64 US71656LAP67 US71656MAP41 | U.S. $2,100,000,000 | U.S. $996.25 | |||||
4.625% Notes due 2023 | 10 | 71654QCD2 71656LBL4 71656MBL2 | US71654QCD25 US71656LBL45 US71656MBL28 | U.S. $2,069,302,000 | U.S. $1,026.25 | |||||
| (1) | Per U.S.$1,000 principal amount |
Holders who (i) validly tender and who do not validly withdraw Securities at or prior to the applicable Expiration Date or (ii) deliver a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents at or prior to the applicable Expiration Date and tender their Securities at or prior to 5:00 p.m. (New York City time) on the second business day after the applicable Expiration Date (the “Guaranteed Delivery Date”), and whose Securities are accepted for purchase by us, will receive the applicable Tender Consideration set forth in the table above for each U.S.$1,000 principal amount of Securities (with respect to each series, the “Tender Consideration”). The Tender Consideration will be payable in cash.
In addition to the applicable Tender Consideration, Holders whose Securities are accepted for purchase will be paid the applicable accrued and unpaid interest on such Securities to, but not including, the applicable Settlement Date (the “Accrued Coupon Payment”), together with additional amounts thereon. Interest will cease to accrue on the applicable Settlement Date for all Securities purchased in the Tender Offers, including those tendered through the Guaranteed Delivery Procedures.
PEMEX’s obligation to accept and pay for the Securities of a particular series validly tendered and not validly withdrawn pursuant to a Tender Offer is conditioned on the aggregate principal amount of all Securities validly tendered and accepted not exceeding U.S. $5.0 billion (the “Maximum Tender Amount”), and on the Maximum Tender Amount being equal to or greater than the sum of the aggregate principal amount of all validly tendered and not validly withdrawn Securities of such series,plusthe aggregate principal amount of all validly tendered and not validly withdrawn Securities of each series having a higher Acceptance Priority Level as set forth in the table above (the “Maximum Tender Condition”). For purposes of determining whether the Maximum Tender Condition is satisfied, PEMEX will assume that all Securities tendered pursuant to the Guaranteed Delivery Procedures will be duly delivered at or prior to the Guaranteed Delivery Date and we will not subsequently adjust the acceptance of Securities in accordance with the Acceptance Priority Levels if any such Securities are not so delivered.
The Securities accepted for purchase in the Tender Offers will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level). PEMEX will accept in the Tender Offers all Securities of each series tendered in accordance with the applicable Acceptance Priority Level, so long as the Maximum Tender Amount is equal to or greater than the sum of the aggregate principal amount of all validly tendered and not validly withdrawn Securities of such series,plus the aggregate principal amount of all validly tendered and not validly withdrawn Securities of each series having a higher Acceptance Priority Level. All Securities of a series validly tendered and not validly withdrawn having a higher Acceptance Priority Level will be accepted before any Securities having a lower Acceptance Priority Level are accepted. If the Maximum Tender Condition is not satisfied with respect to any series of Securities, we may terminate the Tender Offer or waive the Maximum Tender Condition, with respect to such series only if we also terminate the Tender Offer or waive the Maximum Tender Condition, for each series having a lower Acceptance Priority Level, if any.
PEMEX’s obligation to accept Securities tendered in the Tender Offers is also subject to the satisfaction of certain other customary conditions described in the Offer to Purchase, including that PEMEX will not be obligated to consummate the Tender Offers upon the occurrence of an event or events or the likely occurrence of an event or events that would or might reasonably be expected to prohibit, restrict or delay the consummation of the Tender Offers or materially impair the contemplated benefits to PEMEX of the Tender Offers.
PEMEX reserves the right, subject to applicable law, to waive any and all conditions to any Tender Offer.
* * *
Global Bondholder Services Corporation will also act as the Information Agent and the Tender Agent for the Tender Offers. Questions or requests for assistance related to the Tender Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at (866)470-4500 (toll free) or (212)430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.
The Offer Documents can be accessed at the following link:https://www.gbsc-usa.com/PEMEX/.
PEMEX has retained 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 to act as dealer managers in connection with the Tender Offers (the “Dealer Managers”).
If PEMEX terminates any Tender Offer with respect to one or more series of Securities, it will give prompt notice to the Tender Agent and all Securities tendered pursuant to such terminated Tender Offer will be returned promptly to the tendering holders thereof. With effect from such termination, any Securities blocked in The Depository Trust Company (“DTC”) will be released. If the Maximum Tender Condition is not satisfied with respect to a series of Securities, elections to the Guaranteed Delivery Procedures will be promptly rejected with respect to such series and any series having a lower Acceptance Priority Level, if any.
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities as to when such intermediary would need to receive instructions from such holder in order for that holder to be able to participate in, or withdraw their instruction to participate in, a Tender Offer, before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer Documents.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Securities. The Tender Offers are being made solely pursuant to the Offer Documents. The Tender Offers are not being made to holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of PEMEX by the Dealer Managers for the Tender Offers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The communication of this press release and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being directed at and made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or 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, or to other persons to whom it may lawfully be communicated in accordance with the Order (all such persons together being referred to as “relevant persons”). The Tender Offers were only available to, and the Tender Offers were engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on any document relating to the Tender Offers or any of their contents.
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Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements are information of anon-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. PEMEX undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Petróleos Mexicanos | ||
| By: | /s/ EMMANUEL QUEVEDO HERNÁNDEZ | |
| Emmanuel Quevedo Hernández | ||
| Associate Managing Director of Finance | ||
Date: September 12, 2019
FORWARD-LOOKING STATEMENTS
This report 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, transportation, storage and distribution of petrochemicals, petroleum, natural gas and oil products; |
| • | activities relating to our lines of business; |
| • | projected and targeted capital expenditures and other costs; |
| • | trends in international and Mexican crude oil and natural gas prices; |
| • | liquidity and sources of funding, including our ability to continue operating as a going concern; |
| • | farm outs, joint ventures and 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:
| • | general economic and business conditions, including changes in international and Mexican crude oil and natural gas prices, refining margins and prevailing exchange rates; |
| • | credit ratings and 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, either on our own or with our strategic partners, the reserves that we obtain successfully; |
| • | the level of financial and other support we receive from the Mexican Government; |
| • | effects on us from competition, including on our ability to hire and retain skilled personnel; |
| • | 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 and the United States; |
| • | developments affecting the energy sector; |
| • | changes in, or failure to comply with, our legal regime or regulatory environment, including with respect to tax, environmental regulations, fraudulent activity, corruption and bribery; |
| • | receipt of governmental approvals, permits and licenses; |
| • | natural disasters, accidents, blockades and acts of sabotage or terrorism; |
| • | the cost and availability of adequate insurance coverage; and |
| • | the effectiveness of our risk management policies and procedures. |
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.