Pemex in $1.5 Billion Offering

July 19, 2005

Cleary Gottlieb represented the Pemex Project Funding Master Trust, a Delaware business trust, in its issuance of $1 billion principal amount of its 5.75% notes due 2015 and $500 million principal amount of its 6.625% bonds due 2035.  The notes and the bonds are unconditionally guaranteed by Petróleos Mexicanos, the Mexican state oil and gas company.  The transaction closed on June 8.

The proceeds from the issuance funded a $1.1 billion call of four bonds of Pemex Finance, Ltd., which were redeemed on June 27, as well as the financing of investments in strategic crude oil and natural gas production infrastructure projects in Mexico.   Pemex Finance is a subsidiary of Pemex organized in the Cayman Islands.  Pemex is the decentralized public entity of the Mexican government charged with the exclusive management of Mexico’s oil and gas resources.

The notes and the bonds were issued under the issuer’s medium-term note program, series A.  Medium-term note programs allow issuers to “take down” securities off their existing shelf registration statements with a minimum of transaction costs.  In February 2005, Cleary represented the Pemex Project Funding Master Trust in the increase of this medium-term note program, series A, from $11 billion to $20 billion and the subsequent issuance under the program of €1 billion aggregate principal amount of 5.50% notes due 2025.