Mandate- United Mexican States upcoming offering of amortizing Pre-Capitalized Securities
United Mexican States (“Mexico”) has mandated J.P. Morgan as Sole Structuring Advisor and BofA Securities, Citi and J.P. Morgan as Joint Bookrunners for the upcoming offering of amortizing Pre-Capitalized Securities (“P-Caps”) by Eagle Funding LuxCo S.à r.l., acting in respect of EFL Compartment I (the “Issuer”) and in connection with a Facility Agreement to be entered into between the Issuer and Mexico. A benchmark-sized, USD-denominated, 144A / 3(c)(7) / Reg S offering of amortizing P-Caps with final maturity in August 2030 (3.57 years WAL) is expected to follow as early as July 28th, subject to market conditions.
The P-Caps are expected to be rated Baa2/BBB (Moody’s/S&P)*, consistent with Mexico’s senior unsecured debt ratings.
*NOTE: A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time. Each rating should be evaluated independent of each other rating.
THIS COMMUNICATION IS BEING PROVIDED ON A CONFIDENTIAL BASIS, SOLELY FOR THE USE OF PERSON TO WHOM IT IS ADDRESSED AND ITS ADVISORS. RE-TRANSMISSION OR DISTRIBUTION IN WHOLE OR IN PART TO ANY OTHER PERSON IS PROHIBITED. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE P-CAPS OR MEXICO’S NOTES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE ISSUER IS NOT REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) AND THE P-CAPS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND WOULD BE OFFERED AND SOLD IN THE UNITED STATES ONLY TO PERSONS WHO ARE (A) (1) “QUALIFIED INSTITUTIONAL BUYERS” AS DEFINED IN RULE 144A OF THE SECURITIES ACT THAT ARE ALSO “QUALIFIED PURCHASERS” AS DEFINED UNDER SECTION 2(A)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”) OR (2) OUTSIDE THE UNITED STATES TO PERSONS WHO ARE NON-U.S. PERSON PURCHASING IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT; (B) NOT FORMED FOR THE PURPOSE OF INVESTING IN THE NOTES; (C) KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED IN BUSINESS AND FINANCIAL MATTERS; (D) ABLE AND PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING IN AND HOLDING THE P-CAPS FOR AN INDEFINITE PERIOD; AND (E) NOT AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO ERISA, A PLAN DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE, OR AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS OF ANY SUCH PLANS PURSUANT TO SECTION 3(42) OF ERISA, DEPARTMENT OF LABOR REGULATIONS OR OTHERWISE.
THE P-CAPS MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS. IF AND WHEN ISSUED BY MEXICO AND DISTRIBUTED TO THE HOLDERS OF THE P-CAPS BY THE ISSUER, ANY NOTES ISSUED BY MEXICO IN CONNECTION WITH THE TRANSACTION WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM OR A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT BEEN RECOMMENDED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY IN THE U.S. OR ELSEWHERE.
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