EX-99.2 13 dex992.htm FORM OF LETTER TO CLIENTS Form of Letter to Clients

Exhibit 99.2

PETRÓLEOS MEXICANOS

Offer to Exchange Securities

which have been

Registered under the Securities Act of 1933, as amended,

and which are

Jointly and Severally Guaranteed by

Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica,

for any and all of its Corresponding Outstanding Securities

 

CUSIP Nos. of
Old Securities

  ISIN Nos. of
Old Securities
  Old Securities of
Petróleos Mexicanos
  Corresponding New Securities
of Petróleos Mexicanos, which have
been  registered under the Securities
Act
71656LAB7 

71656MAB5

  US71656LAB71 (Rule 144A)
US71656MAB54 (Reg. S)
  U.S. $1,500,000,000

4.875% Notes due 2015

  Up to U.S. $1,500,000,000
4.875% Notes due 2015
71656LAA9 

71656MAA7

  US71656LAA98 (Rule 144A)

US71656MAA71 (Reg. S)

  U.S. $63,314,000

8.00% Notes due 2019

  Up to U.S. $63,314,000
8.00% Notes due 2019
71656LAC5 

71656MAC3

  US71656LAC54 (Rule 144A)

US71656MAC38 (Reg. S)

  U.S. $1,00,000,000

6.000% Notes due 2020

  Up to U.S. $1,000,000,000
6.000% Notes due 2020
71656LAD3 

71656MAD1

  US71656LAD38 (Rule 144A)

US71656MAD11 (Reg. S)

  U.S. $2,000,000,000

5.50% Notes due 2021

  Up to U.S. $2,000,000,000
5.50% Notes due 2021

To Our Clients:

Enclosed for your consideration is a prospectus of Petróleos Mexicanos (the “Issuer”), a decentralized public entity of the Federal Government of the United Mexican States, and Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (the “Guarantors”), dated , 2010 (the “Prospectus”), relating to the offers to exchange (the “Exchange Offers”) registered 4.875% Notes due 2015, registered 8.00% Notes due 2019, registered 6.000% Notes due 2020 and registered 5.50% Notes due 2021 (together, the “New Securities”) for any and all outstanding 4.875% Notes due 2015, 8.00% Notes due 2019, 6.000 % Notes due 2020 and 5.50% Notes due 2021 (together, the “Old Securities”) of the Issuer, upon the terms and subject to the conditions described in the Prospectus. The Exchange Offers are being made in order to satisfy certain of the Issuer’s obligations under the Registration Rights Agreements referred to in the Prospectus.

The material is being forwarded to you as the beneficial owner of the Old Securities carried by us in your account but not registered in your name. A tender of such Old Securities may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf any Old Securities held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus. We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Prospectus in the section captioned “The Exchange Offers—Holders’ Deemed Representations, Warranties and Undertakings.”

 

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Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Old Securities on your behalf in accordance with the provisions of the Exchange Offers. The Exchange Offers will expire at 5:00 p.m., New York City time, on , 2010 (the “Expiration Date”), unless extended by the Issuer. The Old Securities tendered pursuant to the Exchange Offers may be withdrawn at any time before the Expiration Date, unless previously accepted by the Issuer.

Your attention is directed to the following:

1. The Exchange Offers are for any and all Old Securities.

2. The Exchange Offers are subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offers—Conditions to the Exchange Offers.”

3. Any transfer taxes incident to the transfer of Old Securities from the holder to the Issuer will be paid by the Issuer, except as otherwise provided in the Prospectus in the section captioned “The Exchange Offers—Transfer Taxes.”

4. The Exchange Offers expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Issuer.

If you wish to have us tender any of your Old Securities, please so instruct us by completing, executing and returning to us the instruction set forth below.

Instructions with Respect to the Exchange Offer

The undersigned acknowledge(s) receipt of your letter enclosing the Prospectus, dated , 2010, of Petróleos Mexicanos, a decentralized public entity of the Federal Government of the United Mexican States.

This will instruct you to tender the principal amount of Old Securities indicated below held by you for the account of the undersigned, pursuant to the terms and conditions set forth in the Prospectus. (Check one).

 

Box 1

   ¨      Please tender the Old Securities held by you for my account. If I do not wish to tender all of the Old Securities held by you for my account, I have identified on a signed schedule attached hereto the principal amount of Old Securities that I do not wish tendered.

 

Box 2

   ¨      Please do not tender any Old Securities held by you for my account.

 

Date:

 
 

 

  Signature
 

 

 

 

  Please print name(s) here
 

 

  Area Code and Telephone No.

Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all Old Securities.

 

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