Petróleos Mexicanos

To the beneficial owners, or authorized representatives acting on behalf of beneficial owners, of the following securities of Petróleos Mexicanos ("Pemex"):

With respect to the outstanding series of securities identified as "Group A Securities" in Table 1 below, Pemex offers:

  •  Group A Cash Tender Offers:  To purchase for cash the Group A Securities for an aggregate cash purchase price of up to U.S. $1.5 billion (the "Tender Cap," and such offers, the "Group A Cash Tender Offers"); and

  • Group A Exchange Offers:  If the Group A Cash Tender Offers are oversubscribed and a holder of Group A Securities validly tendered so elects, to exchange any Group A Securities that are not accepted in the Group A Cash Tender Offers due to the application of the Tender Cap and the acceptance priority procedures described in the Tender and Exchange Offer Statement (as defined below) for, at the election of the holder, either (i) newly-issued notes maturing in 2023 (the "2023 Notes") or (ii) newly-issued bonds maturing in 2047 (the "2047 Bonds" and, together with the 2023 Notes, the "New Securities"), except that outstanding 2044 Bonds, 2020 Notes and 2021 Notes (each as defined below) may only be exchanged for newly-issued 2047 Bonds (the "Group A Exchange Offers").

  • With respect to the outstanding series of securities identified as "Group B Securities" in Table 2 below, Pemex offers:

  • Group B Exchange Offers:  To exchange the Group B Securities for newly-issued 2047 Bonds (the "Group B Exchange Offers" and, together with the Group A Exchange Offers, the "Exchange Offers").  There is no cash tender option for the Group B Securities.

The Group A Securities and the Group B Securities are collectively referred to herein as the "Existing Securities."

Table 1

Group A Securities

Series

CUSIP Numbers

ISINs

Common Codes

Aggregate Principal
Amount Outstanding

8.000% Notes due 2019
("2019 Notes")

71654QAU6 (Registered)
71656LAA9 (Rule 144A)
71656MAA7 (Reg. S)

US71654QAU67 (Registered)
US71656LAA98 (Rule 144A)
US71656MAA71 (Reg. S)

044296225 (Registered)
041170778 (Rule 144A)
041170867 (Reg. S)

U.S. $2,000,000,000

5.750% Notes due 2018
("2018 Notes")

706451BS9 (Registered)
70645JBD3 (Rule 144A)
70645KBD0 (Reg. S)

US706451BS94 (Registered)
US70645JBD37 (Rule 144A)
US70645KBD00 (Reg. S)

038671316 (Registered)
032736882 (Rule 144A)
032736912 (Reg. S)

U.S. $2,488,668,000

5.500% Bonds due 2044
("2044 Bonds")

71654QBE1 (Registered)
71656LAN1 (Rule 144A)
71656LBB6 (Rule 144A)
71656MAN9 (Reg. S)
71656MBB4 (Reg. S)

US71654QBE17 (Registered)
US71656LAN10 (Rule 144A)
US71656LBB62 (Rule 144A)
US71656MAN92 (Reg. S)
US71656MBB46 (Reg. S)

080445245 (Registered)
084620203 (Rule 144A)
108510285 (Rule 144A)
084620238 (Reg. S)
108510528 (Reg. S)

U.S. $4,250,000,000

6.000% Notes due 2020
("2020 Notes")

71654QAW2 (Registered)
71656LAC5 (Rule 144A)
71656MAC3 (Reg. S)

US71654QAW24 (Registered)
US71656LAC54 (Rule 144A)
US71656MAC38 (Reg. S)

053195849 (Registered)
048511406 (Rule 144A)
048472818 (Reg. S)

U.S. $1,000,000,000

5.500% Notes due 2021
("2021 Notes")

71654QAX0 (Registered)
71656LAJ0 (Rule 144A)
71656LAD3 (Rule 144A)
71656MAD8 (Reg. S)71656MAD1 (Reg. S)

US71654QAX07 (Registered)
US71656LAJ08 (Rule 144A)
US71656LAD38 (Rule 144A)
US71656MAJ80 (Reg. S)
US71656MAD11 (Reg. S)

053196365 (Registered)
065358565 (Rule 144A)
052767679 (Rule 144A)
065346877 (Reg. S)
052748224 (Reg. S)

U.S. $3,000,000,000

Table 2

Group B Securities

Series

CUSIP Numbers

ISINs

Common Codes

Aggregate Principal
Amount Outstanding

6.875% Notes due 2026
("2026 Notes")

71656LBK6 (Rule 144A)
71656MBK4 (Reg. S)

US71656LBK61 (Rule 144A)
US71656MBK45 (Reg. S)

135892700 (Rule 144A)
135892971 (Reg. S)

U.S. $3,000,000,000

6.625% Bonds due 2035
("2035 Bonds")

706451BG5 (Registered)
71656LAE1 (Rule 144A)
71656MAE9 (Reg. S)

US706451BG56 (Registered)
US71656LAE11 (Rule 144A)
US71656MAE93 (Reg. S)

22824082 (Registered)
053846637 (Rule 144A)
053846599 (Reg. S)

U.S. $2,750,000,000

6.500% Bonds due 2041
("2041 Bonds")

71654QAZ5 (Registered)

US71654QAZ54 (Registered)

06735529 (Registered)

U.S. $3,000,000,000

Pemex is considering undertaking a transaction with respect to the Existing Securities. If you are an Eligible Holder (as defined below) or a representative acting on behalf of one or more Eligible Holders, of any Existing Securities, please check "I am an Eligible Holder" and "Continue" to complete the Eligibility Letter. If you are not an Eligible Holder, we request that you take no action at this time.

1.     An "Eligible Holder" is a beneficial owner that certifies that it is either:

(a)   a "Qualified Institutional Buyer," as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or

(b)   a person who is not a "U.S. Person," as that term is defined in Rule 902 under the Securities Act, or acquiring for the account of a U.S. person (other than as a distributor), and is acquiring New Securities in an offshore transaction (as the term is defined in Rule 902 under the Securities Act) in accordance with Regulation S under the Securities Act; and

(c)   if in any member state of the European Economic Area that has implemented Directive 2003/71/EC (as amended, the "Prospectus Directive"), a "qualified investor" (as defined in the Prospectus Directive).

I am an "Eligible Holder"

I am not an "Eligible Holder"

This letter is neither an offer with respect to the Existing Securities nor creates any obligations whatsoever on the part of Pemex to make any offer or on the part of the recipient to participate if an offer is made.

If you do not submit a valid Eligibility Letter, you will not be entitled to receive any documents or materials relating to the transaction Pemex is considering undertaking with respect to the Existing Securities.


RESPONSES MUST BE RECEIVED AS SOON AS POSSIBLE BUT NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 11, 2016.

You may direct any questions to D. F. King & Co., Inc.  Banks and brokers call: +1-212-269-5550.  All others call: 800-888-8095 (U.S. toll-free) or +1-212-269-5550 (international).  Email: pemex@dfking.com.

 


2.     Definitions

"Qualified Institutional Buyer" means:

1.     Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least U.S. $100 million in securities of issuers that are not affiliated with the entity:

(a)   Any insurance company as defined in Section 2(a)(13) of the Securities Act;

Note: A purchase by an insurance company for one or more of its separate accounts, as defined by section 2(a)(37) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), which are neither registered under section 8 of the Investment Company Act nor required to be so registered, shall be deemed to be a purchase for the account of such insurance company.

(b)   Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of the Investment Company Act;

(c)   Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958, as amended;

(d)   Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

(e)   Any employee benefit plan within the meaning of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended;

(f)    Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;

(g)   Any business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended (the "Investment Advisers Act");

(h)   Any organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other U.S. institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and

(i)     Any investment adviser registered under the Investment Advisers Act.

2.     Any dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least U.S. $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;

3.     Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer;

Note:  A registered dealer may act as agent, on a non-discretionary basis, in a transaction with a Qualified Institutional Buyer without itself having to be a Qualified Institutional Buyer.

4.     Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least U.S. $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies.  "Family of investment companies" means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that:

(a)   Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and

(b)   Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company‚Äôs adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor);

5.     Any entity, all of the equity owners of which are Qualified Institutional Buyers, acting for its own account or the accounts of other qualified institutional buyers; and

6.     Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least U.S. $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least U.S. $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

(i)     In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.

(ii)    The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of this section.

(iii)   In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.

(iv)  "Riskless principal transaction" means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a Qualified Institutional Buyer, including another dealer acting as riskless principal for a Qualified Institutional Buyer.

"U.S. Person" means:

1.     Any natural person resident in the United States;

2.     Any partnership or corporation organized or incorporated under the laws of the United States;

3.     Any estate of which any executor or administrator is a U.S. person;

4.     Any trust of which any trustee is a U.S. person;

5.     Any agency or branch of a foreign entity located in the United States;

6.     Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7.     Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

8.     Any partnership or corporation if:

(a)   Organized or incorporated under the laws of any foreign jurisdiction; and

(b)   Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) promulgated under the Securities Act) who are not natural persons, estates or trusts.

The following are not "U.S. persons":

1.     Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

2.     Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a)   An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b)   The estate is governed by foreign law;

3.     Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

4.     An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

5.     Any agency or branch of a U.S. person located outside the United States if:

(a)   The agency or branch operates for valid business reasons; and

(b)   The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

6.     The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

For purposes of the foregoing definition, "United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

"offshore transaction"

1.     An offer or sale of securities is made in an "offshore transaction" if:

(a)   The offer is not made to a person in the United States; and

(b)   Either:

(i)     At the time the buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer is outside the United States; or

(ii)    For purposes of:

(1)   Rule 903 under the Securities Act, the transaction is executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States; or

(2)   Rule 904 under the Securities Act, the transaction is executed in, on or through the facilities of a designated offshore securities market described in paragraph (b) of Rule 902 under the Securities Act, and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

2.     Notwithstanding paragraph 1 above, offers and sales of securities specifically targeted at identifiable groups of U.S. citizens abroad, such as members of the U.S. armed forces serving overseas, shall not be deemed to be made in "offshore transactions."

3.     Notwithstanding paragraph 1 above, offers and sales of securities to persons excluded from the definition of "U.S. Person" pursuant to paragraph (k)(2)(vi) of Rule 902 or persons holding accounts excluded from the definition of "U.S. Person" pursuant to paragraph (k)(2)(i) of Rule 902 under the Securities Act, solely in their capacities as holders of such accounts, shall be deemed to be made in "offshore transactions."

4.     Notwithstanding paragraph 1 above, publication or distribution of a research report in accordance with Rule 138(c) or Rule 139(b) under the Securities Act by a broker or dealer at or around the time of an offering in reliance on Regulation S under the Securities Act will not cause the transaction to fail to be an offshore transaction as defined under Rule 902 under the Securities Act.