Comisión Federal de Electricidad in Offering of Mexican Peso-denominated Cebures through Euroclear and Clearstream and $700 Million 144A/ Reg S Debt Offering

June 9, 2015

Cleary Gottlieb represented long-time client Comisión Federal de Electricidad (CFE), the Mexican state-owned electric company, in its offering of Ps. 9,000,000,000 ($581 million) aggregate principal amount of 7.35% Certificados Bursátiles due 2025 (Cebures), consisting of (i) an international offering outside of Mexico under Rule 144A/Reg S of Ps. 1,800,000,000 ($116 million) of Cebures and (ii) a concurrent offering to the public in Mexico of Ps. 7,200,000,000 ($465 million) of Cebures. The offering closed on June 9, 2015. This issuance of Cebures represented a reopening of the same series of Cebures originally issued on December 9, 2014 in an offering to the public in Mexico.

With the offering of the Cebures, CFE joins Petróleos Mexicanos, the Mexican state-owned oil company and also Cleary Gottlieb’s long-time client, in spearheading the first Mexican law corporate debt securities offerings to clear through Euroclear and Clearstream, the international clearing systems. Mexican sovereign peso bonds have been available on Euroclear and Clearstream for more than a decade, but the Mexican corporate bond market has been restricted to local trading until recently. This innovation was made possible by regulatory reforms recently enacted by the Mexican government as part of a strategy to grow Mexico’s corporate debt market by making it easier for Mexican companies to place peso-denominated debt with international investors.

Citigroup, HSBC, Morgan Stanley and Scotiabank acted as placement facilitation agents in the international offering of Cebures. Morgan Stanley acted as sole structuring agent for the offering. The Cebures were registered with the Registro Nacional de Valores maintained by the Comisión Nacional Bancaria y de Valores in Mexico and are listed on the Bolsa Mexicana de Valores, the Mexican Stock Exchange. The Cebures are also expected to be listed on the Irish Stock Exchange and admitted for trading on its Global Exchange Market.

Cleary Gottlieb also represented CFE in its Rule 144A/Reg S debt offering of $700 million aggregate principal amount of securities, which closed on June 16. The securities were issued pursuant to a new base indenture, which incorporated the newest collective action clauses (CACs) included in the current United Mexican States indenture. CFE is the first state-owned company that adopts new CACs based on the recent model CACs published by the International Capital Markets Association (ICMA).

BBVA, BofA Merrill Lynch and Goldman Sachs acted as joint lead managers and joint bookrunners. The securities are expected to be listed on the Luxembourg Stock Exchange and admitted to trade on the Euro MTF market of the exchange.