The United Mexican States Announces New Offering of its Global Notes and Tender Offer

Nov 19, 2020 3:05 PM ET

Legal Newswire POWERED BY LAW.COM

The United Mexican States ("Mexico") announced today the commencement of a global offering (the "New Notes Offering") of its global notes to be denominated in U.S. dollars due 2031 (the "2031 New Notes") and its global notes to be denominated in U.S. dollars due 2061 ("2061 New Notes," and together with the 2031 New Notes, the "New Notes"). The New Notes offered may include New Notes that may be issued and sold to certain tendering holders in the Tender Offer (as described below). BBVA Securities Inc., Goldman Sachs & Co. LLC and Mizuho Securities USA LLC will serve as Joint Lead Underwriters for the New Notes Offering.


The New Notes Offering is being made only by means of a preliminary prospectus supplement and an accompanying base prospectus. Copies of the preliminary prospectus supplement and the related prospectus for the New Notes Offering may be obtained by contacting: BBVA Securities Inc., by calling +1 (800) 422 8692 (U.S. toll free), Goldman Sachs & Co. LLC, by calling +1 (800) 828 3182 (U.S. toll free) or Mizuho Securities USA LLC, by calling +1 (866) 271-7403.


Application will be made for the New Notes to be admitted to listing on the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.


Tender Offer


Mexico also announced today that it has commenced an offer to purchase for cash (the "Tender Offer"): (i) outstanding notes of the series set forth in the first table below (collectively, the "Tranche A Old Notes" and each, a "series" of Tranche A Old Notes) in an aggregate principal amount of all series of Tranche A Old Notes that will not result in an aggregate Purchase Price for all such series that exceeds an amount determined by Mexico in its sole discretion (the "Tranche A Maximum Purchase Amount") and (ii) outstanding notes of the series set forth in the second table below (collectively, the "Tranche B Old Notes", and each, a "series" of Tranche B Old Notes) in an aggregate principal amount of all series of Tranche B Old Notes that will not result in an aggregate Purchase Price for all such series that exceeds an amount determined by Mexico in its sole discretion (the "Tranche B Maximum Purchase Amount") (the Tranche A Old Notes and the Tranche B Old Notes, collectively, the "Old Notes" and each, a "series" of Old Notes). Mexico will purchase notes of each series of Old Notes in an aggregate principal amount for such series that will not result in an aggregate Purchase Price for such series that exceeds an amount determined by Mexico in its sole discretion (the "Maximum Purchase Amount" for such series).


In respect of the Tranche A Old Notes, Mexico will give preference to tendering holders who concurrently submit an indication of interest for the purchase of 2031 New Notes, and in respect of the Tranche B Old Notes, Mexico will give preference to tendering holders who concurrently submit an indication of interest for the purchase of 2061 New Notes.  "Indication of interest" means the submission to the underwriters of the New Notes Offering, during the Tender Period, of a firm bid for an amount certain of 2031 New Notes (by holders of Tranche A Old Notes) or 2061 New Notes (by holders of Tranche B Old Notes) at an indicated spread over the applicable Treasury bond yield. The Tender Offer is made on the terms and subject to the conditions contained in the Offer to Purchase, dated November 16, 2020 (the "Offer to Purchase"), including the pricing of the issue of the New Notes in an amount and on terms and subject to conditions acceptable to Mexico, which is expected to occur today. All capitalized terms used but not defined under the heading "Tender Offer" in this communication have the respective meanings specified in the Offer to Purchase.


The tender period (the "Tender Period") will commence at open of market on Monday, November 16, 2020, and, unless extended or earlier terminated by Mexico in its sole discretion, the Tender Period will expire for Non-Preferred Tenders at 12:00 noon, New York City time, and, for Preferred Tenders, at 2:00 p.m.New York City time, on Monday, November 16, 2020.


Mexico expects to announce the Tranche A Maximum Purchase Amount, the Tranche B Maximum Purchase Amount, the aggregate Purchase Price of Preferred and Non-Preferred Tenders of each series of the Old Notes that have been accepted and whether any proration has occurred on Tuesday, November 17, 2020. The settlement of the Tender Offer is scheduled to occur on Thursday, November 19, 2020 (the "Tender Offer Settlement Date") and is subject to change without notice.


The purchase price to be paid for the Old Notes of each series that are validly tendered and accepted pursuant to the Tender Offer will be determined, in accordance with the procedures set forth in the Offer to Purchase, based on (i) the U.S. Treasury Rate (as defined herein) for such series, which is a yield to maturity (or par call date) based on the price of the Reference U.S. Treasury Security identified for such series in the table below and (ii) the Fixed Spread for such series set forth in the table below. Mexico will announce the price to be paid for each series of Old Notes at or around 5:00 p.m.New York City time, on Monday, November 16, 2020 or as soon as possible thereafter.


Holders of the Old Notes participating in the Tender Offer will also receive any accrued and unpaid interest on their Old Notes up to (but excluding) the Settlement Date ("Accrued Interest").


Table 1: Tranche A Old Notes

















































































Old Notes



Outstanding Principal Amount
as of Friday, November 13,
2020




ISIN




CUSIP



Reference U.S.
Treasury Security
(1)



Fixed Spread
(basis points)



Hypothetical
Price(2)



4.000% Global Bonds due
2023



U.S.$2,968,200,000.00



US91086QBC15



91086Q BC1



0.25% due 11/15/2023



+50



U.S.$1,092.47



3.600% Global Bonds due
2025



U.S.$1,943,434,000.00



US91087BAA89



91087B AA8



0.25% due 10/31/2025



+90



U.S.$1,093.38



3.900% Global Bonds due
2025*



U.S.$1,000,000,000.00



US91087BAJ98



91087B AJ9



0.25% due 10/31/2025



+90



U.S.$1,109.48



4.125% Global Bonds due
2026



U.S.$2,167,698,000.00



US91086QBG29



91086Q BG2



0.25% due 10/31/2025



+105



U.S.$1,132.50



4.150% Global Bonds due
2027



U.S.$2,724,940,000.00



US91087BAC46



91087B AC4



0.875% due 11/15/2030



+95



U.S.$1,137.61



3.750% Global Bonds due
2028



U.S.$2,063,873,000.00



US91087BAE02



91087B AE0



0.875% due 11/15/2030



+120



U.S.$1,109.20



3.250% Global Bonds due
2030*



U.S.$3,069,068,000.00



US91087BAH33



91087B AH3



0.875% due 11/15/2030



+155



U.S.$1,065.62

























(1)



The Dealer Managers will calculate the applicable U.S. Treasury Rate (as defined herein) using the bid-side price of the Reference U.S. Treasury Security
on Bloomberg Page PX1 at or around the time of pricing of the New Notes, as further described below.



(2)



Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for purchase.  Holders will also receive Accrued Interest on Old Notes
validly tendered and accepted for purchase.  Hypothetical prices are calculated for illustration purposes, using prices for the Reference U.S. Treasury
Securities available at 4:00 p.m. on Friday, November 13, 2020.



*



For each series of Old Notes with par call dates, if the repurchase yield as determined in accordance with this Offer to Purchase is less than the
contractual annual rate of interest for such Old Notes, then the Purchase Price for such Old Notes will be calculated based on the applicable par call date,
and if such repurchase yield is higher than or equal to the contractual annual rate of interest for such Old
Notes, then the Purchase Price for such Old Notes will be calculated based on the applicable maturity date. The par call date for the 3.900% Global Bonds due 2025 is March 27, 2025.  The par call
date for the 3.250% Global Bonds due 2030 is January 16, 2030.






Table 2: Tranche B Old Notes






















































Old Notes



Outstanding Principal Amount
as of Friday, November 13,
2020




ISIN




CUSIP



Reference U.S.
Treasury Security
(1)



Fixed Spread
(basis points)



Hypothetical
Price(2)



4.600% Global Bonds due
2046



U.S.$2,816,759,000.00



US91086QBF46



91086Q BF4



1.375% due 08/15/2050



+195



U.S.$1,164.24



4.350% Global Bonds due
2047



U.S.$1,830,831,000.00



US91087BAB62



91087B AB6



1.375% due 08/15/2050



+195



U.S.$1,125.99



4.600% Global Bonds due
2048



U.S.$2,525,274,000.00



US91087BAD29



91087B AD2



1.375% due 08/15/2050



+200



U.S.$1,162.62



4.500% Global Bonds due
2050*



U.S.$2,903,527,000.00



US91087BAG59



91087B AG5



1.375% due 08/15/2050



+195



U.S.$1,159.76

























(1)



The Dealer Managers will calculate the applicable U.S. Treasury Rate (as defined herein) using the bid-side price of the Reference U.S. Treasury Security
on Bloomberg Page PX1 at or around the time of pricing of the New Notes, as further described below.



(2)



Per U.S.$1,000 principal amount of Old Notes validly tendered and accepted for purchase.  Holders will also receive Accrued Interest on Old Notes
validly tendered and accepted for purchase.  Hypothetical prices are calculated for illustration purposes, using prices for the Reference U.S. Treasury
Securities available at 4:00 p.m. on Friday, November 13, 2020.





For the 4.500% Global Bonds due 2050, if the repurchase yield as determined in accordance with this Offer to Purchase is less than the contractual annual
rate of interest for such Old Notes, then the Purchase Price for such Old Notes will be calculated based on the applicable par call date, and if such
repurchase yield is higher than or equal to the contractual annual rate of interest for such Old Notes, then the Purchase Price for such Old Notes will be
calculated based on the applicable maturity date. The par call date for the 4.500% Global Bonds due 2050 is July 31, 2049.






During the Tender Period, a holder of Old Notes may place orders to tender Old Notes ("Tender Orders") only through any of the Dealer Managers. If a holder does not have an account with a Dealer Manager and desires to tender its Old Notes, it may do so through a broker, dealer, commercial bank, trust company, other financial institution or other custodian, that has an account with a Dealer Manager. Holders will NOT be able to submit tenders through Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme or the Depository Trust Company ("DTC") system. Goldman Sachs & Co. LLC as the billing and delivering bank for the Tender Offer (in such capacity, the "Billing and Delivering Bank") will consolidate all Tender Orders and accept Old Notes for purchase pursuant to the terms and conditions in the Offer to Purchase on behalf of Mexico, subject to proration as described in the Offer to Purchase, on Thursday, November 19, 2020 or as soon as possible thereafter. Mexico may subject each series of Old Notes to different amounts of proration in its sole discretion. Failure to deliver Old Notes on time may result, in the sole discretion of the Billing and Delivering Bank, in any of the following: (i) the cancellation of your tender and your becoming liable for any damages resulting from that failure, and/or (ii) the delivery of a buy-in notice for the purchase of such Old Notes, executed in accordance with customary brokerage practices for corporate fixed income securities, and/or (iii) in the case of Preferred Tenders, the cancellation of your tender and your remaining obligated to purchase your allocation of New Notes in respect of your related Indication of Interest.


To the extent proration occurs, with respect to any series of Old Notes, the Billing and Delivering Bank will accept Old Notes of such series with appropriate adjustments to avoid purchase of Old Notes in principal amounts other than Permitted Tender Amounts (as defined in the Offer to Purchase). Each holder submitting an Indication of Interest and tendering Old Notes of any series shall be deemed to represent to Mexico, the Dealer Managers and the Billing and Delivering Bank that such holder held, from the time of its submission of its Tender Order through the Expiration Time, at least the amount of Old Notes of each such series as are being tendered.


All Old Notes that are validly tendered pursuant to Tender Orders and are accepted by Mexico will be purchased by the Billing and Delivering Bank on behalf of MexicoOnly the Billing and Delivering Bank will be liable for the payment of the Purchase Price and Accrued Interest for Old Notes validly tendered and accepted as instructed by MexicoMexico will not be liable under any circumstances for the payment of the Purchase Price and Accrued Interest for any Old Notes tendered in the Offer by any holder. There is no letter of transmittal for the Tender Offer.  Old Notes held through DTC must be delivered for settlement no later than 3:00 p.m.New York City time, on the Tender Offer Settlement Date. If a holder holds Old Notes through Euroclear or Clearstream, the latest process it can use to deliver its Old Notes is the overnight process, one day prior to the Settlement Date; holders may not use the optional daylight process. Holders will not have withdrawal rights with respect to any tenders of Old Notes in the Tender Offer. Old Notes accepted for purchase will be settled on a delivery versus payment basis in accordance with customary brokerage practices for corporate fixed income securities.


Mexico may, but is not required to, issue and sell New Notes to holders who validly tender their Old Notes pursuant to the Tender Offer and place firm orders for New Notes during the Tender Period (as well as investors that are not participating in the Tender Offer). If Mexico determines to issue and sell New Notes to such holders, the scheduled settlement date for the New Notes is expected to occur on Tuesday, November 24, 2020 (the "Offering Settlement Date"). Any New Notes issued to tendering holders in the Tender Offer as described above will be consolidated and form a single series with, and be fully fungible with, the other New Notes of the same series, to be issued and sold pursuant to the offering of New Notes on the Offering Settlement Date.


The Tender Offer is subject to Mexico's right, at its sole discretion and subject to applicable law, to extend, terminate, withdraw, or amend the Tender Offer at any time. Each of the Dealer Managers and Mexico reserves the right, in the sole discretion of each of them, not to accept tenders for any reason.


The Offer to Purchase may be downloaded from the Information Agent's website at www.dfking.com/ums or obtained from the Information Agent, D. F. King & Co., Inc., at ums@dfking.com or from any of the Dealer Managers.

URL : http://www.dfking.com

Contact Information:

ums@dfking.com


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