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 January, 2020
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:
| • | SETTLEMENT OF NOTES AND BONDS OFFERING |
| • | EXPIRATION AND RESULTS OF ITS CASH TENDER OFFERS |
January 29, 2020
MEXICO CITY, MEXICO – Petróleos Mexicanos (“PEMEX”)today announced the settlement of its previously announced offering of U.S. $2,500,000,000 aggregate principal amount of its 5.950% Notes due 2031 and U.S. $2,500,000,000 aggregate principal amount of its 6.950% Bonds due 2060 (collectively, the “New Money Securities”), the proceeds of which, in each case, will be used to repurchase PEMEX’s debt securities validly tendered and accepted for purchase by PEMEX in the tender offers described below and to redeem, repurchase or refinance other outstanding indebtedness (the “New Money Offering”).
PEMEX today also announced the expiration and results with respect to its previously announced offers to purchase (the “Tender Offers”) any and all of its outstanding securities set forth in the table below (the “Tender Securities”). The Tender Offers were made pursuant to the terms and subject to the conditions set forth in the offer to purchase, dated January 21, 2020 (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 expired at 5:00 p.m. (New York City time) on January 28, 2020 (the “Expiration Date”). The settlement date with respect to the Tender Offers will occur promptly following the Expiration Date and is expected to be January 30, 2020 (the “Settlement Date”).
The following table sets forth the aggregate principal amount of Tender Securities validly tendered in the Tender Offers and accepted for purchase.
Series of Tender Securities | CUSIP | ISIN | Principal Amount Outstanding | Principal Amount Tendered by the Expiration Date and Accepted for Purchase | ||||
6.000% Notes due 2020 | 71654QAW2 71656LAC5 71656MAC3 | US71654QAW24 US71656LAC54 US71656MAC38 | U.S. $325,180,000 | U.S. $17,065,000 | ||||
3.500% Notes due 2020 | 71654QBU5 71656LBC4 71656MBC2 | US71654QBU58 US71656LBC46 US71656MBC29 | U.S. $440,186,000 | U.S. $44,927,000 |
No Notices of Guaranteed Delivery with respect to the Tender Securities were received by PEMEX on or prior to the Expiration Date. PEMEX has accepted for purchase all of the Tender Securities validly tendered and not validly withdrawn on or prior to the Expiration Date.
As a result of the settlement of the New Money Offering, the Financing Condition described in the Offer to Purchase has been satisfied with respect to each Tender Offer.
In addition to the applicable tender consideration, holders whose Tender Securities are accepted for purchase will be paid the applicable accrued and unpaid interest on such Tender Securities to, but not including, the Settlement Date, together with any additional amounts thereon. Interest will cease to accrue on the Settlement Date for all Tender Securities purchased in the Tender Offers.
* * *
Global Bondholder Services Corporation acted 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/.
Barclays Capital Inc., BBVA Securities Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. acted as dealer managers in connection with the Tender Offers (the “Dealer Managers”).
This press release shall not constitute an offer to purchase or sell or the solicitation of an offer to sell or purchase 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 Tender Offers were made solely pursuant to the Offer Documents. The Tender Offers were not made to holders of Tender 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 were 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 New Money Securities were sold to qualified institutional buyers in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act. The New Money 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 communication of this press release and any other documents or materials relating to the transactions described herein 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 and the New Money Offering were only available to, and the Tender Offers and the New Money Offering 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 the New Money Offering 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 Form 6-K shall be deemed to be incorporated by reference into the Offer to Purchase dated January 21, 2020, relating to the Tender Offers, and the Exchange Offer Statement dated January 21, 2020, 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: January 29, 2020
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.