Term Sheet
Filed pursuant to Rule 433
Registration Statement Nos. 333-239038 and 333-262317
August 8, 2022
United Mexican States
Final Terms and Conditions
4.875% Notes due 2033
| Issuer: | United Mexican States | |
| Transaction: | 4.875% Notes due 2033 (the “Notes”) | |
| Issue Currency: | U.S. Dollars | |
| Issue Size: | U.S.$2,203,576,000* | |
| Ratings: | Baa2(stable)/BBB(stable)/BBB-(stable)(Moody’s/Standard & Poor’s/Fitch)** | |
| Maturity Date: | May 19, 2033 | |
| Pricing Date: | August 8, 2022 | |
| Settlement Date: | August 19, 2022 (T+9) | |
| Coupon: | 4.875% | |
| Coupon Payment Frequency: | Semiannual | |
| Issue Price: | 98.123%, plus accrued interest, if any, from August 19, 2022 | |
| Reference Benchmark Treasury: | 2.875% due May 15, 2032 | |
| Reference Benchmark Treasury Price and Yield: | 101-00+; 2.755% | |
| Re-offer Spread over Benchmark Treasury: | 235 bps | |
| Yield to Maturity: | 5.105% | |
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| Interest Payment Dates: |
May 19 and November 19 of each year, commencing on November 19, 2022 | |
| Optional Redemption: |
Prior to February 19, 2033 (three months prior to their maturity date) (the “Notes Par Call Date”), Mexico may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 35 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the Notes Par Call Date, Mexico may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
“Treasury Rate” for this purpose means, with respect to any redemption date, the yield determined by Mexico as described under “Description of the Notes—Optional Redemption” in the Prospectus Supplement. | |
| Gross Proceeds: |
U.S.$2,162,214,878*** | |
| Ranking: |
Senior Unsecured | |
| Governing Law: |
State of New York | |
| Registration: |
Securities and Exchange Commission (“SEC”) Registered | |
| Authorized Denominations: | U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof | |
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| Day Count: | 30/360 | |
| Business Day Convention: | If any payment date for the Notes falls on a day that is not a Business Day, Mexico will make the payment on the next Business Day. Mexico will treat these payments as if they were made on the due date, and no additional interest will accrue as a result of this delay. | |
| Business Days: | New York | |
| Underwriting Discount: | 0.17% | |
| Listing/Trading: | Application will be made to the Euro MTF Market of the Luxembourg Stock Exchange (the “Euro MTF”). Application will also be made to the London Stock Exchange plc for the Notes to be admitted to trading on the London Stock Exchange plc’s International Securities Market (the “ISM”) and the London Stock Exchange plc’s Sustainable Bond Market. Neither the Euro MTF nor the ISM is a regulated market for the purposes of Directive 2014/65/EU. | |
| ISIN: |
US91087BAT70 | |
| CUSIP: | 91087B AT7 | |
| Joint Book-Running Managers /Allocation: | BBVA Securities Inc. (25%) Goldman Sachs & Co. LLC (25%) J.P. Morgan Securities LLC (25%) Natixis Securities Americas LLC (25%) | |
| Prohibition of Sales to EEA Retail Investors: | Applicable | |
| Prohibition of Sales to UK Retail Investors: | Applicable | |
| * | Note: The aggregate principal amount of Notes includes approximately U.S.$403,576,000 intended to fund the purchase of outstanding Switch Tenders (as such term is defined in the Offer to Purchase, dated August 8, 2022, of Mexico) in the concurrent tender offer pursuant to the Offer to Purchase, and the amount may be adjusted based on final acceptances in the tender offer. Mexico will announce the amount of Switch Tenders that it is accepting on August 9, 2022. |
| ** | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each securities rating should be evaluated independent of each other securities rating. |
| *** | Note: The total gross proceeds amount may be adjusted in proportion to the adjustment, if any, to be made to the aggregate amount of Notes. |
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A prospectus dated March 1, 2022 accompanies this free writing prospectus and is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/101368/000119312522061213/d233944dsba.htm
A preliminary prospectus supplement, subject to completion, dated August 8, 2022, for the Notes, is available from the SEC’s website at: https://www.sec.gov/Archives/edgar/data/0000101368/000119312522214223/d287013d424b2.htm
Mexico’s annual report on Form 18-K for the fiscal year ended December 31, 2021 is available from the SEC’s website at:
https://www.sec.gov/Archives/edgar/data/0000101368/000119312522170073/0001193125-22-170073-index.htm
The issuer has filed a registration statement (including the prospectus) and the preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the website of the SEC at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BBVA Securities Inc. at +1 (212) 728-2446, Goldman Sachs & Co. LLC at +1 (212) 357-1452, J.P. Morgan Securities LLC at +1 (212) 834-7279, or Natixis Securities Americas LLC at +1 (212) 698-3108.
No EU PRIIPs or UK PRIIPs KID: No EU PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289 OF SINGAPORE) NOTIFICATION: The Notes in this offering are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore (“MAS”) Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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