Comisión Federal de Electricidad in $1.5 Billion Bond Offering and Concurrent Liability Management

Cleary Gottlieb is representing longtime client Comisión Federal de Electricidad (CFE), the Mexican state-owned electric company, in connection with its issuance of $1.5 billion aggregate principal amount of Rule 144A/Reg S notes, comprised of $1 billion aggregate principal amount of 6.045% notes due 2034, and $500 million aggregate principal amount of 6.5% notes due 2051.

The offering launched and priced on January 22, 2026, and settled on January 28, 2026. The proceeds of the offering are intended to be used to refinance outstanding indebtedness of CFE and finance long-term infrastructure projects. The notes are expected to be listed on the Luxembourg Stock Exchange.

Concurrently with the offering of the notes, CFE announced a series of liability management transactions consisting of (i) an offer to purchase its outstanding 4.688% sustainable notes due 2029, 6.125% notes due 2045, and 6.264% sustainable notes due 2052 for an aggregate purchase price in cash of up to $500 million (tender offer), and (ii) the redemption in full of its outstanding 4.75% notes due 2027. The tender offer is expected to expire on February 20, 2026, and the redemption is expected to occur on February 23, 2026.

BBVA Securities, BofA Securities, Citigroup, HSBC, and J.P. Morgan acted as global coordinators and joint bookrunners for the offering. Morgan Stanley, Santander, and Scotiabank acted as joint bookrunners. All of the foregoing banks are also acting as dealer managers in connection with the tender offer.

The Cleary corporate team includes partners Manuel Silva and Jorge Juantorena, associate Carla Martini, law clerks Jose Eduardo Coronado Castro and Alvin Herrera Gardea, and international lawyer Victor Bravo. Partner Matthew Brigham and associate Julia Huang advised on U.S. tax matters. Partner Amber Phillips and associates Ben Rosenblum and Will Ervin advised on Investment Company Act matters.