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Petróleos Mexicanos (A Productive State-Owned Company of the Federal Government of the United Mexican States)

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Petróleos Mexicanos (A Productive State-Owned Company of the Federal Government of the United Mexican States) Petróleos Mexicanos (A Productive State-Owned Company of the Federal Government of the United Mexican States) GROUP A WATERFALL OFFERS OFFERS TO EXCHANGE THE OUTSTANDING SECURITIES OF THE SERIES LISTED BELOW FOR UP TO U.S. $1.0 BILLION PRINCIPAL AMOUNT OF 5.950% NOTES DUE 2031 (the “New 2031 Notes”) Principal Amount of New Principal Amount of New 2031 Series of Group A Principal Amount Acceptance 2031 Notes Offered as Late Early Participation Notes Offered as Early Waterfall Securities(1) Outstanding Priority Level Participation Consideration(2) Premium(2) Participation Consideration(2)(3) 5.500% Notes due 2021 U.S. $1,102,385,000 1 U.S. $982.66 U.S. $50.00 U.S. $1,032.66 6.375% Notes due 2021 U.S. $366,023,000 2 U.S. $992.47 U.S. $50.00 U.S. $1,042.47 4.875% Notes due 2022 U.S. $790,083,000 3 U.S. $995.00 U.S. $50.00 U.S. $1,045.00 Floating Rate Notes due 2022 U.S. $568,468,000 4 U.S. $1,000.00 U.S. $50.00 U.S. $1,050.00 5.375% Notes due 2022 U.S. $609,655,000 5 U.S. $1,006.50 U.S. $50.00 U.S. $1,056.50 3.500% Notes due 2023 U.S. $1,360,915,000 6 U.S. $970.00 U.S. $50.00 U.S. $1,020.00 4.625% Notes due 2023 U.S. $1,019,571,000 7 U.S. $1,009.00 U.S. $50.00 U.S. $1,059.00 4.500% Notes due 2026 U.S. $1,500,000,000 8 U.S. $971.70 U.S. $50.00 U.S. $1,021.70 4.250% Notes due 2025 U.S. $790,958,000 9 U.S. $987.20 U.S. $50.00 U.S. $1,037.20 4.875% Notes due 2024 U.S. $1,032,618,000 10 U.S. $1,017.50 U.S. $50.00 U.S. $1,067.50 _______________________________________________________ (1) CUSIPs and ISINs set forth in the table on page vii. (2) Per U.S.$1,000 principal amount of the applicable series of the outstanding securities listed in the above table (the “Group A Waterfall Securities”) validly tendered and accepted for exchange. Exchange Consideration does not include Accrued Interest (as defined below) on such Group A Waterfall Securities. See “Taxation—Certain Mexican Federal Tax Considerations—Additional Amounts.” Eligible Holders (as defined below) whose Group A Waterfall Securities are validly tendered and accepted for exchange will also receive Accrued Interest, if any. (3) Includes the applicable Early Participation Premium. GROUP B WATERFALL OFFERS OFFERS TO EXCHANGE THE OUTSTANDING SECURITIES OF THE SERIES LISTED BELOW FOR UP TO U.S. $1.0 BILLION PRINCIPAL AMOUNT OF 6.950% BONDS DUE 2060 (the “New 2060 Bonds”) Principal Amount of New Principal Amount of New 2060 Series of Group B Principal Amount Acceptance 2060 Bonds Offered as Late Early Participation Bonds Offered as Early Waterfall Securities(1) Outstanding Priority Level Participation Consideration(2) Premium(2) Participation Consideration(2)(3) 5.500% Bonds due 2044 U.S. $973,047,000 1 U.S. $875.00 U.S. $50.00 U.S. $925.00 5.625% Bonds due 2046 U.S. $1,699,232,000 2 U.S. $876.80 U.S. $50.00 U.S. $926.80 6.350% Bonds due 2048 U.S. $3,328,663,000 3 U.S. $938.00 U.S. $50.00 U.S. $988.00 6.375% Bonds due 2045 U.S. $1,560,481,000 4 U.S. $949.00 U.S. $50.00 U.S. $999.00 ______________________ (1) CUSIPs and ISINs set forth in the table on page vii. (2) Per U.S.$1,000 principal amount of the applicable series of the outstanding securities listed in the above table (the “Group B Waterfall Securities”) validly tendered and accepted for exchange. Exchange Consideration does not include Accrued Interest on such Group B Waterfall Securities. See “Taxation—Certain Mexican Federal Tax Considerations—Additional Amounts.” Eligible Holders (as defined below) whose Group B Waterfall Securities are validly tendered and accepted for exchange will also receive Accrued Interest, if any. (3) Includes the applicable Early Participation Premium. The Offers (as defined below) will expire at 11:59 p.m., New York City time, on February 19, 2020, unless extended (such date and time, as the same may be extended, the “Expiration Date”). In order to be eligible to receive the applicable Exchange Consideration (as defined below), Eligible Holders (as defined below) must validly tender and not validly withdraw their Waterfall Securities (as defined below) on or prior to 5:00 p.m., New York City time, on February 4, 2020, unless extended (such date and time, as the same may be extended, the “Early Participation Date”). Eligible Holders (as defined below) who validly tender their Waterfall Securities after the Early Participation Date will be eligible to receive only the applicable Late Participation Consideration (as defined below). Securities validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on February 4, 2020, unless extended (such date and time, as the same may be extended, the “Withdrawal Date”), but not thereafter. Only holders who have returned a duly completed Eligibility Letter (as defined below) certifying that they are within one of the categories described therein, are authorized to receive and review this Exchange Offer Statement and participate in the Offers. You should consider the risk factors beginning on page 12 of this Exchange Offer Statement before you decide whether to participate in the Offers and invest in the New Securities (as defined below). The information contained in this Exchange Offer Statement is exclusively the responsibility of PEMEX and has not been reviewed or authorized by the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission of Mexico, or the “CNBV”). The New Securities have not been and will not be registered with the National Securities Registry maintained CNBV and therefore may not be offered or sold publicly in Mexico, except that the New Securities may be offered and sold in Mexico, on a private placement basis,to investors that qualify as institutional or accredited investors pursuant to the private placement exemption set forth in the Ley del Mercado de Valores (Securities Market Law) and regulations thereunder. As required under the Securities Market Law, PEMEX will give notice to the CNBV of the offering and issuance of the New Securities outside of Mexico, including the principal characteristics, terms and conditions of the New Securities, and the offering of the New Securities outside of Mexico, to comply with the Securities Market Law and for informational and statistical purposes only. The delivery to, and receipt by, the CNBV of such notice does not certify the investment quality of the New Securities or the solvency, liquidity or credit quality of PEMEX or the Guarantors or the accuracy or completeness of the information set forth herein. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any U.S. state securities commission has approved or disapproved of the Offers, passed upon the merits or fairness of the Offers or passed upon the adequacy or accuracy of the disclosure in this Exchange Offer Statement. Any representation to the contrary is a criminal offense. Joint Dealer Managers Barclays BBVA BNP PARIBAS J.P. Morgan Morgan Stanley MUFG Scotiabank SMBC Nikko January 21, 2020 (Cover page continued) Group A Waterfall Offers Petróleos Mexicanos (“PEMEX,” “we,” “us” or “our”) hereby offers to exchange Group A Waterfall Securities validly tendered by Eligible Holders (as defined below) of such securities for newly-issued New 2031 Notes having an aggregate principal amount (which does not include Accrued Interest) not to exceed U.S. $1.0 billion (the “Group A Waterfall Offer Cap”), upon the terms and subject to the conditions set forth in this exchange offer statement (as it may be amended or supplemented from time to time, the “Exchange Offer Statement”). Subject to the terms and conditions of the Group A Waterfall Offers as described herein, if the exchange of all Group A Waterfall Securities validly tendered in the Group A Waterfall Offers would cause us to issue an aggregate principal amount of New 2031 Notes in excess of the Group A Waterfall Offer Cap, then we will accept for exchange Group A Waterfall Securities pursuant to the Acceptance Priority Procedures (as defined below) described herein. See “The Offers—Waterfall Offer Caps; Acceptance Priority Procedures; Proration.” Group B Waterfall Offer PEMEX hereby offers to exchange Group B Waterfall Securities validly tendered by Eligible Holders (as defined below) of such securities for newly-issued New 2060 Bonds having an aggregate principal amount (which does not include Accrued Interest) not to exceed U.S. $1.0 billion (the “Group B Waterfall Offer Cap”), upon the terms and subject to the conditions set forth in this Exchange Offer Statement. Subject to the terms and conditions of the Group B Waterfall Offers as described herein, if the exchange of all Group B Waterfall Securities validly tendered in the Group B Waterfall Offers would cause us to issue an aggregate principal amount of New 2060 Bonds in excess of the Group B Waterfall Offer Cap, then we will accept for exchange Group B Waterfall Securities pursuant to the Acceptance Priority Procedures described. See “The Offers—Waterfall Offer Caps; Acceptance Priority Procedures; Proration.” We refer to: (i) the Group A Waterfall Securities and the Group B Waterfall Securities as the “Waterfall Securities,” (ii) the Group A Waterfall Offers and the Group B Waterfall Offers as the “Offers,” (iii) the Group A Waterfall Offer Cap and the Group B Waterfall Offer Cap as the “Waterfall Offer Caps,” and (iv) the New 2031 Notes and the New 2060 Bonds as the “New Securities.” Eligible Holders The New Securities have not been registered under the U.S.
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