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 October, 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 FINAL RESULTS AND FINAL SETTLEMENT OF ITS PREVIOUSLY ANNOUNCED PRIVATE EXCHANGE OFFERS
MEXICO CITY, MEXICO – October 10, 2019 – Petróleos Mexicanos (“PEMEX”) announced today the final results of its previously announced offers to exchange any and all of its outstanding series of securities set forth in the table below (collectively, the “Any and All Securities,” and such offers, the “Any and All Offers”).
The Any and All Offers were made on the terms and subject to the conditions set forth in the Exchange Offer Statement, dated September 12, 2019 (the “Exchange Offer Statement” and together with the related eligibility letter and the letter of transmittal, the “Offer Documents”).
The Any and All Offers expired at 11:59 p.m., New York City time, on October 9, 2019 (the “Expiration Date”) and are expected to settle on October 11, 2019 (such date and time, as the same may be extended, the “Final Settlement Date”).
Pursuant to the Any and All Offers, (i) tendering holders of the Any and All Securities described in the table below under the heading “Group A” had the option to receive either 6.490% Notes due 2027 (the “New 2027 Notes”) or 7.690% Bonds due 2050 (the “New 2050 Bonds”) as exchange consideration, and (ii) tendering holders of the Any and All Securities described in the table below under the heading “Group B” had the option to receive either 6.840% Notes due 2030 (the “New 2030 Notes”) or New 2050 Bonds, as exchange consideration. The New 2027 Notes, the New 2030 Notes and the New 2050 Bonds are collectively referred to as the “New Securities.”
The following table summarizes the final results for the Any and All Offers as of the Expiration Date and the principal amount of each series of Any and All Securities that PEMEX has accepted for exchange:
Group | Series of Any and All Securities | Principal Amount Outstanding(1) | Principal Amount Tendered on or prior to the Early Participation Date and Accepted for Exchange(2) | Principal Amount Tendered After the Early Participation Date and on or prior to the Expiration Date and Accepted for Exchange | |||||||||||||
Group A | 4.875% Notes due 2022 | U.S. $ | 1,738,399,000 | U.S. $940,618,000 | U.S. $ | 7,698,000 | |||||||||||
| 8.625% Bonds due 2022 | U.S. $ | 142,929,000 | U.S. $ 53,310,000 | U.S. $ | 10,000 | ||||||||||||
| Floating Rate Notes due 2022 | U.S. $ | 903,030,000 | U.S. $334,442,000 | U.S. $ | 120,000 | ||||||||||||
| 5.375% Notes due 2022 | U.S. $ | 1,264,823,000 | U.S. $654,668,000 | U.S. $ | 500,000 | ||||||||||||
Group B | 3.500% Notes due 2023 | U.S. $ | 1,755,147,000 | U.S. $389,985,000 | U.S. $ | 4,247,000 | |||||||||||
| 4.625% Notes due 2023 | U.S. $ | 1,635,356,000 | U.S. $612,735,000 | U.S. $ | 3,050,000 | ||||||||||||
| 8.625% Guaranteed Bonds due 2023 | U.S. $ | 131,003,000 | U.S. $ 58,982,000 | U.S. $ | 20,000 | ||||||||||||
| 4.875% Notes due 2024 | U.S. $ | 1,500,000,000 | U.S. $466,787,000 | U.S. $ | 595,000 | ||||||||||||
| 4.250% Notes due 2025 | U.S. $ | 1,000,000,000 | U.S. $208,769,000 | U.S. $ | 273,000 | ||||||||||||
| (1) | Principal amount outstanding immediately prior to the Early Settlement Date (as defined below). |
| (2) | Early settlement with respect to the Any and All Securities validly tendered on or prior to the early participation date of 5:00 p.m., New York City time, on September 25, 2019 (the “Early Participation Date”) and accepted for exchange occurred on September 27, 2019 (the “Early Settlement Date”). |
On the terms and subject to the conditions set forth in the Exchange Offer Statement, as exchange consideration for Any and All Securities validly tendered after the Early Participation Date and on or prior to the Expiration Date and accepted for exchange, PEMEX will issue U.S. $8,198,000 aggregate principal amount of New 2027 Notes, U.S. $7,245,000 aggregate principal amount of New 2030 Notes and U.S. $617,000 aggregate principal amount of New 2050 Bonds. The total amount of accrued and unpaid interest to be paid by PEMEX on the Final Settlement Date, together with the total amount of cash to be paid by PEMEX in lieu of fractional amounts of New Securities, will be approximately U.S. $98,137.21.
The Any and All Offers have now expired. No Any and All Securities tendered after the Expiration Date will be accepted for exchange pursuant to the Any and All Offers. Any and All Securities that have been validly tendered cannot be withdrawn, except as may be required by applicable law.
The New Securities issued as exchange consideration pursuant to the Any and All Offers will be further issuances of, and will be consolidated, form a single series and be fully fungible with, the outstanding 6.490% Notes due 2027, 6.840% Notes due 2030 and 7.690% Bonds due 2050, respectively, issued by PEMEX on September 23, 2019 (collectively, the “New Money Securities”) and on the Early Settlement Date (the “Early Settlement Securities”). Considering the aggregate principal amount of New Money Securities and Early Settlement Securities outstanding prior to the Final Settlement Date, the aggregate principal amount outstanding of 6.490% Notes due 2027, 6.840% Notes due 2030 and 7.690% Bonds due 2050 after the Final Settlement Date will be U.S. $2,360,430,000 aggregate principal amount of 6.490% Notes due 2027, U.S. $4,420,831,000 aggregate principal amount of 6.840% Notes due 2030 and U.S. $8,066,405,000 aggregate principal amount of 7.690% Bonds due 2050.
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Global Bondholder Services Corporation acted as the Information and Exchange Agent for the Any and All Offers. Questions or requests for assistance related to the Any and All Offers or for additional copies of the Offer Documents may be directed to Global Bondholder Services Corporation at +1 (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 Any and All Offers.
PEMEX 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 Any and All Offers (the “Dealer Managers”).
The New Securities were offered for exchange only (1) to holders of Any and All Securities who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to holders of Any and All Securities other than “U.S. persons” (as defined in Rule 902 under the Securities Act) and who are not acquiring New Securities for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act, and who arenon-U.S. qualified offerees (as defined under “Transfer Restrictions on the New Securities” in the Exchange Offer Statement).Only holders who have returned a duly completed eligibility letter certifying that they are within one of the categories described in the immediately preceding sentence were authorized to receive and review the Exchange Offer Statement and to participate in the Any and All Offers.
The New Securities have not been registered under the Securities Act or any state or other jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The New Securities will be issued with registration rights.
This announcement is for informational purposes only. This press release shall not constitute an offer to buy or the solicitation of an offer to sell any securities, nor shall there be any offer, solicitation or sale of any securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Any and All Offers were made solely pursuant to the Offer Documents. The Any and All Offers were not made to holders of Any and All 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 Any and All Offers to be made by a licensed broker or dealer, the Any and All Offers were deemed to be made on behalf of PEMEX by the Dealer Managers for the Any and All 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 Any and All 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 Any and All Offers were only available to, and the Any and All 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 Any and All 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.
This report on Form6-K shall be deemed to be incorporated by reference into the Exchange Offer Statement dated September 12, 2019, relating to the previously announced exchange offers by PEMEX.
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: October 10, 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.