Mexico in $8 Billion and €5 Billion Offerings to Fund Pemex’s Liability Management Transactions

Cleary Gottlieb is representing longtime client the United Mexican States (Mexico) in two multitranche registered offerings, including a $8 billion offering comprised of $1.5 billion 4.75% notes due 2031, $4 billion 5.375% notes due 2033, and $2.5 billion 5.625% notes due 2035, and a €5 billion offering comprised of €2.5 billion 3.5% notes due 2029, €1.5 billion 4.5% notes due 2034, and €1.25 billion 5.125% notes due 2038.

The euro offering launched and priced on September 15, 2025, and is expected to close on September 19, 2025. The U.S. dollar offering launched and priced on September 16, 2025, and is expected to close on September 22, 2025.

Mexico intends to use the net proceeds from the offerings for the general purposes of the Mexican government, including the refinancing, repurchase, or retirement of domestic and external indebtedness, as well as to make a capital contribution to Petroleos Mexicanos (PEMEX). PEMEX will in turn use the funds to partially repay and redeem certain of its outstanding short-term securities maturing in 2025 and 2026, and repurchase certain of its outstanding securities with maturities between 2026 and 2028 for a maximum cash consideration of $9.9 billion, pursuant to the tender offers announced by PEMEX on September 2, 2025. The PEMEX tender offers are expected to expire on September 30, 2025.

Cleary is also representing PEMEX in connection with these transactions.

These transactions are part of Mexico’s efforts to strengthen PEMEX’s financial position and enhance its long-term sustainability and strategic contribution to the Mexican economy. They follow on the heels of Mexico’s sponsoring an offering by a special purpose vehicle of $12 billion pre-capitalized securities (P-Caps) in August 2025, the proceeds of which were indirectly used to facilitate PEMEX’s management and improvement of its balance sheet.

Citigroup Global Markets Limited, J.P. Morgan Securities plc, Merrill Lynch International, Banco Bilbao Vizcaya Argentaria S.A., and Banco Santander S.A. acted as underwriters for the euro offering.

BofA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, and SMBC Nikko Securities America Inc. acted as underwriters for the U.S. dollar offering.

BofA Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., and Scotia Capital (USA) Inc. are acting as dealer managers for the tender offers.

Cleary has previously represented Mexico, as issuer, in numerous securities transactions for more than 30 years.