UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of Issue
Exhibit 2
Global Medium-Term Notes, Series A
Due Nine Months or More from the Date of Issue
Due Nine Months or More from the Date of Issue
U.S. $1,000,000,000 5.125% GLOBAL NOTES DUE 2020
March 4, 2010
Secretaría de Hacienda y Crédito Público
Unidad de Crédito Público
Insurgentes Sur 1971,Torre III, Piso 7
Col. Xxxxxxxxx Inn
Delegación Xxxxxx Xxxxxxx
01020 MEXICO, D.F.
MEXICO
Unidad de Crédito Público
Insurgentes Sur 1971,Torre III, Piso 7
Col. Xxxxxxxxx Inn
Delegación Xxxxxx Xxxxxxx
01020 MEXICO, D.F.
MEXICO
Subject in all respects to the terms and conditions contained in the Amended and Restated
Selling Agency Agreement dated July 18, 2008 (the “Selling Agency Agreement”), between the
United Mexican States (“Mexico”) and Citigroup Global Markets Inc., Citigroup Global
Markets Limited, Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited,
Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx International, X.X. Xxxxxx Securities Inc., X.X. Xxxxxx
Securities Ltd., Xxxxxx Brothers Inc., Xxxxxx Brothers International (Europe), Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx International, Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxx Xxxxxxx & Co. International plc, UBS Securities LLC and UBS Limited, as agents
(the “Agents”), and as modified by the terms and conditions hereof, the undersigned (the
“Managers”) severally and not jointly agree to purchase, and Mexico agrees to sell, the
principal amount set forth in Annex I hereto of 5.125% Global Notes due 2020 (the “Notes”)
of Mexico, having the terms set forth in the Pricing Supplement dated the date hereof attached
hereto as Annex II (the “Pricing Supplement”), and the Purchase Price set forth in the
Pricing Supplement and described herein under “Payment” below. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Pricing Supplement and the Selling
Agency Agreement. All of the provisions of the Selling Agency Agreement are incorporated herein by
reference, as modified by the additional terms set forth below:
1
Closing Date and Time:
|
March 11, 2010, 10:00 a.m., New York City time | |
Payment:
|
The Managers will pay or cause to be paid to Mexico the Purchase Price for the Notes (being the aggregate amount payable for the Notes calculated at the Issue Price, plus accrued interest on the Notes, if any, from the date specified for such Notes in the Pricing Supplement, less the discount for the Notes specified in the Pricing Supplement). Such payment shall be made in U.S. dollars in immediately available funds to an account designated by Mexico. | |
Place of Delivery of Notes:
|
The closing shall be held at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP. | |
Reopening:
|
The Notes will be consolidated and form a single series with, and be fully fungible with, Mexico’s outstanding U.S. $1,000,000,000 5.125% Global Notes due 2020 (CUSIP: 00000XXX0 / ISIN: US91086QAY44). | |
Period during which
additional Notes may not
be sold pursuant to
Section 4(u) of the
Selling Agency Agreement:
|
None. | |
Force Majeure Provision:
|
o Section 9(b)(i) of the Selling Agency
Agreement |
|
þ Section 9(b)(ii) of the Selling Agency
Agreement |
||
Stabilization:
|
The Managers, for their own account may (or in the United Kingdom, for the account of X.X. Xxxxxx Securities Ltd.), to the extent permitted by applicable laws, over-allot or effect transactions in the open market or otherwise in connection with the distribution of the Notes with a view to stabilizing or maintaining the market price of the Notes at levels other than those which might otherwise prevail in the open market, but in doing so the Managers shall act as principal and not as agent of Mexico. Such transactions, if commenced, may be discontinued at any time. As between Mexico and the Managers, any loss resulting from stabilization shall be borne, and any profit arising therefrom shall be retained, by the Managers. |
2
Expenses:
|
The Managers have agreed to pay certain of Mexico’s expenses as set out in the letter dated March 4, 2010 signed by Mexico and the Managers. | |
Additional Representations
and Warranties of Mexico:
|
(1) For the purposes of this Agreement, the “Time of Sale” means 3:30 p.m., New York City time, on March 4, 2010. The prospectus dated July 18, 2008 (the “Basic Prospectus”), as amended and supplemented by the prospectus supplement dated July 18, 2008 (the “Prospectus Supplement”) and as further amended and supplemented by the information under the heading “Description of the Notes” in the pricing supplement dated January 11, 2010, is hereinafter called the “Pricing Prospectus” and the Basic Prospectus, as amended and supplemented by the Prospectus Supplement and the final pricing supplement dated March 4, 2010, as filed with the Commission pursuant to Rule 424(b)(2), is hereinafter referred to as the “Prospectus.” The Pricing Prospectus relating to the Notes, considered together with each Issuer Free Writing Prospectus relating to the Notes listed in Exhibit A hereto, as of the Time of Sale of the Notes (collectively, the “Time of Sale Information”), does not or will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus relating to the Notes listed in Exhibit A hereto did not or will not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus; provided, however, that the representations and warranties in this paragraph (1) shall not apply to statements in or omissions from any such document made in reliance upon and in conformity with information furnished in writing to Mexico by the Managers expressly for use therein. |
3
| (2) (i) At the earliest time after the filing of the Registration Statement (or the most recent post-effective amendment thereto) that Mexico or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) and (ii) as of the date hereof, Mexico was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act), without taking into account any determination by the Commission pursuant to Rule 405 that it is not necessary that Mexico be considered an “ineligible issuer.” | ||
| (3) Exhibit A hereto is a complete list of any Issuer Free Writing Prospectuses relating to the Notes for which Mexico has received the consent of the Managers. | ||
Other Provisions:
|
None. |
Section 15 of the Selling Agency Agreement (relating to the submission to the jurisdiction of
any state or federal court in the Borough of Manhattan in The City of New York by the parties
thereto) is incorporated by reference herein, except that all references therein to “this
Agreement” shall be deemed references to this Terms Agreement.
In addition, Mexico acknowledges and agrees that: (i) the purchase and sale of the Notes
pursuant to this Terms Agreement, including the determination of the offering price of the Notes
and the underwriting discount, is an arm’s-length commercial transaction between Mexico, on the one
hand, and the Managers, on the other hand, and Mexico is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions contemplated by
this Terms Agreement; (ii) in connection with the transactions contemplated hereby and the process
leading to such transaction each Manager is, has been, and will be acting solely as a principal and
is not the financial advisor or fiduciary of Mexico, or its affiliates, creditors or employees or
any other party; (iii) no Manager has assumed or will assume an advisory or fiduciary
responsibility in favor of Mexico with respect to the transactions contemplated hereby or the
process leading thereto (irrespective of whether such Manager has advised or is currently advising
Mexico on other matters); and (iv) the Managers and their respective affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of Mexico, and the
Managers have no obligation to disclose any of such interests by virtue of any advisory or
fiduciary relationship.
4
This Terms Agreement supersedes all prior agreements and understandings (whether written or
oral) between Mexico and the Managers, or any of them, with respect to the subject matter hereof.
Mexico hereby waives and releases, to the
fullest extent permitted by law, any claims that Mexico may have against the Managers with respect
to any breach or alleged breach of fiduciary duty relating to the transactions contemplated by this
Terms Agreement.
THIS TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, UNITED STATES OF AMERICA, EXCEPT THAT ALL MATTERS GOVERNING AUTHORIZATION AND
EXECUTION OF THIS AGREEMENT BY MEXICO SHALL BE GOVERNED BY THE LAW OF MEXICO.
5
This Terms Agreement may be executed in counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument.
| X.X. XXXXXX SECURITIES INC. |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Executive Director | |||
| XXXXXX XXXXXXX & CO. INCORPORATED |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | Executive Director | |||
| Accepted: UNITED MEXICAN STATES |
||||
| By: | /s/ Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx Xxxx Xxxxxxxx | |||
| Title: | Deputy Director General of Debt Issuance | |||
6
Annex
I
| Principal Amount of | ||||
| Managers | Notes to be Purchased | |||
X.X. Xxxxxx Securities Inc. |
U.S. $ | 500,000,000 | ||
Xxxxxx Xxxxxxx & Co. Incorporated |
U.S. $ | 500,000,000 | ||
Total: |
U.S. $ | 1,000,000,000 | ||
7
Xxxxx
XX
Pricing Supplement, dated March 4, 2010
8
Exhibit A
Issuer Free Writing Prospectuses
1. Issuer Free Writing Prospectus to be filed with the Commission on March 4, 2010, in the form set
forth in Exhibit B hereto.
9
Exhibit B
Filed pursuant to Rule 433
Registration Statement No. 333-151501
March 4, 2010
Registration Statement No. 333-151501
March 4, 2010
Issuer:
|
United Mexican States | |
Transaction:
|
Re-opening of 5.125% Global Notes due 2020 | |
Issue Currency:
|
U.S. dollars | |
Issue Size:
|
U.S. $1,000,000,000 (brings total size to U.S. $2,000,000,000) | |
Ratings:
|
Baa1(stable)/BBB(stable)/BBB(stable) (Xxxxx’x/Standard & Poor’s/Fitch) | |
Maturity Date:
|
January 15, 2020 | |
Pricing Date:
|
March 4, 2010 | |
Settlement Date:
|
March 11, 2010 (T+5). It is expected that delivery of the Notes will be made against payment therefor on the fifth day following the date of pricing of the Notes (such settlement cycle being referred to herein as “T+5”). Trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or the next two business days will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Notes who wish to trade Notes on the date of pricing or the next business days should consult their own advisors. | |
Coupon:
|
5.125% | |
Re-offer price:
|
100.956% , plus accrued interest from January 15, 2010 | |
Yield:
|
5.00% | |
Interest Payment Dates: |
January 15 and July 15 of each year, commencing July 15, 2010 |
Fungibility:
|
The Notes will be consolidated and form a single series with, and be fully fungible with, Mexico’s outstanding U.S.$1,000,000,000 5.125% Global Notes due 2020 (CUSIP No. 00000XXX0, ISIN US91086QAY44) | |
Optional Redemption:
|
Make-Whole Call at Treasuries + 20 bps (at any time, from time to time prior to maturity upon giving no less than 30 days notice) | |
Denominations:
|
U.S. $2,000 and integral multiples thereof | |
Day Count:
|
30/360 | |
Underwriters Discount: |
0.25% | |
Listing:
|
Luxembourg Stock Exchange — Euro MTF Market Luxembourg | |
CUSIP/ISIN:
|
00000XXX0 / US91086QAY44 | |
Joint Bookrunners /Allocation: |
X.X. Xxxxxx Securities Inc. (50%) Xxxxxx Xxxxxxx & Co. Incorporated (50%) |
A prospectus supplement and prospectus of Mexico, each dated July 18, 2008, accompany this
free-writing prospectus and are available from the Securities and Exchange Commission’s
website at
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x0x000x0.xxx. A
pricing supplement for the 2020 Notes dated January 11, 2010 is available from the
Securities and Exchange Commission’s website at
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x000x0.xxx.
Mexico’s annual report on Form 18-K for the fiscal year ended December 31, 2008 is available
from the Securities and Exchange Commission’s website at
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xx.xxx;
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx00xx.xxx; and
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx00xx.xxx.
Amendments to Mexico’s annual report on Form 18-K/A for the fiscal year ended December 31,
2008, each including a recent developments section, are available from the Securities and
Exchange Commission’s website at
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx and
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for
Amendment No. 1 filed with the Commission on January 11, 2010,
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx;
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx;
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx;
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx; and
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for
Amendment No. 2 filed with the Commission on January 19, 2010 and
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x00xxxx.xxx and
xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000xxx0.xxx for
Amendment No. 3 filed with the Commission on March 4, 2010.
The issuer has filed a registration statement (including a prospectus) with the Securities
and Exchange Commission for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents
the issuer has filed with the Securities and Exchange Commission for more complete
information about the issuer and this offering. You may get these documents for free by
visiting XXXXX on the Web site of the Securities and Exchange Commission at xxx.xxx.xxx.
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 X.X. Xxxxxx Securities Inc.
at toll-free 0-000-000-0000 or Xxxxxx Xxxxxxx & Co. Incorporated at toll-free
0-000-000-0000.
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.
