[424B2] America Movil S.A.B de C.V American Prospectus Supplement
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Price to Public(1) | Underwriting Discount | Price to Underwriters | Proceeds to América Móvil(2) | |||||||||
10.125% Senior Notes due 2029 | 102.778% | 0.125% | 102.653% | Ps.6,159,180,000 | ||||||||
9.500% Senior Notes due 2031 | 100.372% | 0.183% | 100.189% | Ps.6,011,340,000 | ||||||||
10.300% Senior Notes due 2034 | 102.856% | 0.231% | 102.625% | Ps.3,591,875,000 | ||||||||
(1) | Plus an aggregate of Ps.280,125,000.00 of accrued interest from January 22, 2025 for the 2029 MXN Notes; an aggregate of Ps.254,916,666.67 of accrued interest from January 27, 2025 for the 2031 MXN Notes; and an aggregate of Ps.158,219,444.44 of accrued interest from January 30, 2025, for the 2034 MXN Notes. |
(2) | Before deducting expenses related to this offering. |
BBVA | Citigroup | HSBC | J.P. Morgan | ||||||
Goldman Sachs & Co. LLC | Morgan Stanley | Santander | ||||
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IMPORTANT CURRENCY INFORMATION | S-1 | ||
PROSPECTUS SUPPLEMENT SUMMARY | S-2 | ||
PRESENTATION OF FINANCIAL INFORMATION | S-8 | ||
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | S-9 | ||
RISK FACTORS | S-10 | ||
USE OF PROCEEDS | S-12 | ||
CAPITALIZATION | S-15 | ||
DESCRIPTION OF NOTES | S-18 | ||
SUPPLEMENTAL TAX CONSIDERATIONS | S-23 | ||
UNDERWRITING | S-24 | ||
VALIDITY OF NOTES | S-30 | ||
EXPERTS | S-30 | ||
ABOUT THIS PROSPECTUS | 1 | ||
IMPORTANT CURRENCY INFORMATION | 2 | ||
FORWARD-LOOKING STATEMENTS | 3 | ||
AMÉRICA MÓVIL | 4 | ||
RISK FACTORS | 5 | ||
USE OF PROCEEDS | 7 | ||
DESCRIPTION OF MXN NOTES | 8 | ||
FORM OF MXN NOTES, CLEARING AND SETTLEMENT | 20 | ||
TAXATION | 23 | ||
SELLING HOLDERS | 28 | ||
PLAN OF DISTRIBUTION | 29 | ||
EXPERTS | 32 | ||
VALIDITY OF MXN NOTES | 33 | ||
ENFORCEABILITY OF CIVIL LIABILITIES | 34 | ||
WHERE YOU CAN FIND MORE INFORMATION | 35 | ||
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | 36 | ||
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• | our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on May 14, 2025 (SEC File No. 001-16269) (our “2024 Form 20-F”); |
• | our report on Form 6-K furnished to the SEC on May 29, 2025 (SEC File No. 001-16269), containing certain unaudited interim condensed consolidated financial information and a discussion regarding recent developments in our business and our results of operations, in each case, as of March 31, 2025 and for the three months ended March 31, 2024 and 2025 (our “Q1 2025 Form 6-K”); |
• | our report on Form 6-K furnished to the SEC on June 17, 2025 (SEC File No. 001-16269), announcing that our subsidiary Telcel was notified of a resolution issued by the Mexican Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones); |
• | any future annual reports on Form 20-F that we file with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this prospectus supplement and prior to the termination of the offering of the MXN Notes; and |
• | any future reports on Form 6-K that we file with, or furnish to, the SEC after the date of this prospectus supplement and prior to the termination of the offering of the MXN Notes offered by this prospectus supplement that are identified in such reports as being incorporated by reference in our Registration Statement on Form F-3ASR (SEC File No. 333-287731). |
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• | Renewable Energy: Investments and/or expenditures in (i) the development, construction, installation, operation and improvement of facilities, equipment or systems and infrastructure that generate renewable energy and (ii) the development, construction, installation, operation and improvement of energy storage facilities associated with investments in renewable energy generation. |
• | Energy Efficiency: Investments and/or expenditures that relate to the modernization, replacement and improvement of network equipment and network technology in order to increase energy efficiency, as well as investments in the development, construction, installation, operation and improvement of facilities, equipment or systems and infrastructure that reduce energy consumption. |
• | Sustainable Water Management: Investments and/or expenditures in our corporate facilities, products or supply chain, designed to improve water efficiency, water conservation, or water quality. |
• | Pollution Prevention and Control: Investments and/or expenditures in the development, construction, installation, operation and improvement of facilities, equipment or systems that reduce and manage the emissions and waste generated by our operations. |
• | Clean Transportation: Investments and/or expenditures in (i) the development and operation of sustainable mobility solutions through fleet electrification, including the deployment of vehicles with zero direct CO2 emissions and plug-in hybrid electric vehicles, and (ii) the development, construction, installation, operation and improvement of facilities, equipment or systems and infrastructure for electric vehicles, including charging stations and supporting electrical infrastructure. |
• | Green Buildings: Investments and/or expenditures related to the acquisition, financing, construction or retrofitting of buildings in line with green building certification standards, including LEED Gold or Platinum or equivalent certification standards such as BREEAM, BOMA Best/360 and ENERGY STAR. |
• | Biodiversity: Investments and/or expenditures that generate a positive impact on the environment by integrating mobile technologies in species protection. |
• | Digital Inclusion and Reduction of Inequality: Investments and/or expenditures related to the deployment of our mobile network in areas at risk of digital exclusion, including coverage extension, optimization of performance, network modernization and educational and skills-enhancing programs. |
• | Socioeconomic Advancement and Empowerment: Investments and/or expenditures related to development and training of digital skills, including (i) enabling users to communicate and access online services, (ii) improving the employability of people in different sectors, (iii) increasing training in digital technical professions and high-level competencies and (iv) cybersecurity. |
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(i) | the amount equal to the amount of net proceeds from the sale of the 2031 MXN Notes and the 2034 MXN Notes that have been allocated to one or more Eligible Projects; |
(ii) | the allocation of net proceeds to each category of Eligible Projects; |
(iii) | the allocation of net proceeds by geographic area; |
(iv) | the allocation of net proceeds to financing or refinancing; |
(v) | expected impact metrics, where feasible, and the environmental and/or social impacts of the Eligible Projects; |
(vi) | selection of brief project descriptions; and |
(vii) | the outstanding amount of net proceeds to be allocated to Eligible Projects at the end of the reporting period. |
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As of March 31, 2025 | ||||||||||||||||||
Actual | As Adjusted | As Further Adjusted | ||||||||||||||||
(millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | |||||||||||||
(unaudited) | ||||||||||||||||||
SENIOR NOTES | ||||||||||||||||||
DENOMINATED IN U.S. DOLLARS (Company Notes) | ||||||||||||||||||
América Móvil 3.625% Senior Notes due 2029 | Ps. 20,318 | U.S.$ 1,000 | Ps. 20,318 | U.S.$ 1,000 | Ps. 20,318 | U.S.$ 1,000 | ||||||||||||
América Móvil 2.875% Senior Notes due 2030 | 20,318 | 1,000 | 20,318 | 1,000 | 20,318 | 1,000 | ||||||||||||
América Móvil 4.700% Senior Notes due 2032 | 15,239 | 750 | 15,239 | 750 | 15,239 | 750 | ||||||||||||
América Móvil 6.375% Senior Notes due 2035 | 19,939 | 981 | 19,939 | 981 | 19,939 | 981 | ||||||||||||
América Móvil 6.125% Senior Notes due 2037 | 7,502 | 369 | 7,502 | 369 | 7,502 | 369 | ||||||||||||
América Móvil 6.125% Senior Notes due 2040 | 40,545 | 1,996 | 40,545 | 1,996 | 40,545 | 1,996 | ||||||||||||
América Móvil 4.375% Senior Notes due 2042 | 23,366 | 1,150 | 23,366 | 1,150 | 23,366 | 1,150 | ||||||||||||
América Móvil 4.375% Senior Notes due 2049 | 25,398 | 1,250 | 25,398 | 1,250 | 25,398 | 1,250 | ||||||||||||
América Móvil 5.000% Senior Notes due 2033 | — | — | 10,159 | 500 | 10,159 | 500 | ||||||||||||
DENOMINATED IN U.S. DOLLARS (Subsidiary Notes) | ||||||||||||||||||
VTR Comunicaciones 5.125% Senior Notes due 2028 | 4,153 | 204 | 4,153 | 204 | 4,153 | 204 | ||||||||||||
VTR Finance 6.375% Senior Notes due 2028 | 4,688 | 231 | 4,688 | 231 | 4,688 | 231 | ||||||||||||
VTR Comunicaciones 4.375% Senior Notes due 2029 | 2,408 | 119 | 2,408 | 119 | 2,408 | 119 | ||||||||||||
Total | Ps. 183,873 | U.S.$ 9,050 | Ps. 194,033 | U.S.$ 9,550 | Ps. 194,033 | U.S.$ 9,550 | ||||||||||||
DENOMINATED IN MEXICAN PESOS | ||||||||||||||||||
Commercial Paper 9.160% - 11.010% due 2025 | Ps. 6,534 | U.S.$ 322 | Ps. 6,534 | U.S.$ 322 | Ps. 6,534 | U.S.$ 322 | ||||||||||||
América Móvil TIIE + 0.050% Domestic Senior Notes due 2025 | 3,000 | 148 | 3,000 | 148 | 3,000 | 148 | ||||||||||||
América Móvil TIIE + 0.300% Domestic Senior Notes due 2025 | 409 | 20 | 409 | 20 | 409 | 20 | ||||||||||||
América Móvil 9.350% Domestic Senior Notes due 2028 | 11,016 | 542 | 11,016 | 542 | 11,016 | 542 | ||||||||||||
América Móvil 10.125% Senior Notes due 2029 | 17,500 | 861 | 17,500 | 861 | 17,500 | 861 | ||||||||||||
América Móvil 10.125% Senior Notes due 2029 offered hereby | — | — | — | — | 6,000 | 295 | ||||||||||||
América Móvil 9.500% Senior Notes due 2031 | 17,000 | 837 | 17,000 | 837 | 17,000 | 837 | ||||||||||||
América Móvil 9.500% Senior Notes due 2031 offered hereby | — | — | — | — | 6,000 | 295 | ||||||||||||
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As of March 31, 2025 | ||||||||||||||||||
Actual | As Adjusted | As Further Adjusted | ||||||||||||||||
(millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | |||||||||||||
(unaudited) | ||||||||||||||||||
América Móvil 9.520% Domestic Senior Notes due 2032 | 14,679 | 722 | 14,679 | 722 | 14,679 | 722 | ||||||||||||
América Móvil 10.300% Senior Notes due 2034 | 20,000 | 984 | 20,000 | 984 | 20,000 | 984 | ||||||||||||
América Móvil 10.300% Senior Notes due 2034 offered hereby | — | — | — | — | 3,500 | 172 | ||||||||||||
América Móvil 8.460% Senior Notes due 2036 | 7,872 | 387 | 7,872 | 387 | 7,872 | 387 | ||||||||||||
Telmex 8.360% Domestic Senior Notes due 2037 | 4,996 | 246 | 4,996 | 246 | 4,996 | 246 | ||||||||||||
América Móvil 4.840% Domestic Senior Notes due 2037 | 11,170 | 550 | 11,170 | 550 | 11,170 | 550 | ||||||||||||
Total | Ps. 114,177 | U.S.$ 5,619 | Ps. 114,177 | U.S.$ 5,619 | Ps. 129,677 | U.S.$ 6,382 | ||||||||||||
DENOMINATED IN EURO | ||||||||||||||||||
Commercial Paper 2.650% - 3.150% due 2025 | 31,338 | 1,542 | 31,338 | 1,542 | 31,338 | 1,542 | ||||||||||||
Telekom Austria 1.500% Senior Notes due 2026 | 16,482 | 811 | 16,482 | 811 | 16,482 | 811 | ||||||||||||
América Móvil 0.750% Senior Notes due 2027 | 16,610 | 818 | 16,610 | 818 | 16,610 | 818 | ||||||||||||
América Móvil 2.125% Senior Notes due 2028 | 13,107 | 645 | 13,107 | 645 | 13,107 | 645 | ||||||||||||
EuroTeleSites 5.250% Senior Notes due 2028 | 10,988 | 541 | 10,988 | 541 | 10,988 | 541 | ||||||||||||
EuroTeleSites Euribor 3M + 1.050% Senior Notes due 2028 | 3.956 | 195 | 3.956 | 195 | 3,956 | 195 | ||||||||||||
Total | Ps. 92,481 | U.S.$ 4,552 | Ps. 92,481 | U.S.$ 4,552 | Ps. 92,481 | U.S.$ 4,552 | ||||||||||||
DENOMINATED IN BRAZILIAN REAIS | ||||||||||||||||||
Claro Brasil CDI + 1.370% Domestic Senior Notes due 2025 | 5,308 | 261 | 5,308 | 261 | 5,308 | 261 | ||||||||||||
Claro Brasil CDI + 1.350% Domestic Senior Notes due 2026 | 5,308 | 261 | 5,308 | 261 | 5,308 | 261 | ||||||||||||
Claro Brasil CDI + 1.200% Domestic Senior Notes due 2027 | 10,615 | 522 | 10,615 | 522 | 10,615 | 522 | ||||||||||||
Claro Brasil CDI + 0.550% Domestic Senior Notes due 2028 | 5,308 | 261 | 5,308 | 261 | 5,308 | 261 | ||||||||||||
Claro Brasil IPCA + 5.769% Domestic Senior Notes due 2029 | 8,846 | 435 | 8,846 | 435 | 8,846 | 435 | ||||||||||||
Total | Ps. 35,384 | U.S.$ 1,741 | Ps. 35,384 | U.S.$ 1,741 | Ps. 35,384 | U.S.$ 1,741 | ||||||||||||
DENOMINATED IN POUND STERLING | ||||||||||||||||||
América Móvil 5.000% Senior Notes due 2026 | 13,124 | 646 | 13,124 | 646 | 13,124 | 646 | ||||||||||||
América Móvil 5.750% Senior Notes due 2030 | 17,061 | 840 | 17,061 | 840 | 17,061 | 840 | ||||||||||||
América Móvil 4.948% Senior Notes due 2033 | 7,874 | 388 | 7,874 | 388 | 7,874 | 388 | ||||||||||||
América Móvil 4.375% Senior Notes due 2041 | 19,685 | 969 | 19,685 | 969 | 19,685 | 969 | ||||||||||||
Total | Ps. 57,744 | U.S.$ 2,842 | Ps. 57,744 | U.S.$ 2,842 | Ps. 57,744 | U.S.$ 2,842 | ||||||||||||
DENOMINATED IN JAPANESE YEN | ||||||||||||||||||
América Móvil 2.950% Senior Notes due 2039 | 1,761 | 87 | 1,761 | 87 | 1,761 | 87 | ||||||||||||
Total | Ps. 1,761 | U.S.$ 87 | Ps. 1,761 | U.S.$ 87 | Ps. 1,761 | U.S.$ 87 | ||||||||||||
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As of March 31, 2025 | ||||||||||||||||||
Actual | As Adjusted | As Further Adjusted | ||||||||||||||||
(millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | (millions of Mexican pesos) | (millions of U.S. dollars) | |||||||||||||
(unaudited) | ||||||||||||||||||
DENOMINATED IN CHILEAN PESOS | ||||||||||||||||||
América Móvil 4.000% Senior Notes due 2035 | 4,146 | 204 | 4,146 | 204 | 4,146 | 204 | ||||||||||||
Total | Ps. 4,146 | 204 | Ps. 4,146 | 204 | Ps. 4,146 | 204 | ||||||||||||
BANK DEBT AND OTHER | ||||||||||||||||||
DENOMINATED IN EUROS | 6,373 | 314 | 6,373 | 314 | 6,373 | 314 | ||||||||||||
DENOMINATED IN MEXICAN PESOS | 17,580 | 865 | 17,580 | 865 | 17,580 | 865 | ||||||||||||
DENOMINATED IN US DOLLARS | 21,131 | 1,040 | 21,131 | 1,040 | 21,131 | 1,040 | ||||||||||||
DENOMINATED IN PERUVIAN SOLES | 25,471 | 1,254 | 25,471 | 1,254 | 25,471 | 1,254 | ||||||||||||
DENOMINATED IN COLUMBIAN PESOS | 19,385 | 954 | 19,385 | 954 | 19,385 | 954 | ||||||||||||
DENOMINATED IN CHILEAN PESOS | 8,327 | 410 | 8,327 | 410 | 8,327 | 410 | ||||||||||||
DENOMINATED IN DOMINICAN PESOS | 403 | 20 | 403 | 20 | 403 | 20 | ||||||||||||
Total | Ps. 98,671 | U.S.$ 4,856 | Ps. 98,671 | U.S.$ 4,856 | Ps. 98,671 | U.S.$ 4,856 | ||||||||||||
Total Debt | Ps. 588,237 | U.S.$ 28,951 | Ps. 598,397 | U.S.$ 29,451 | Ps. 613,897 | U.S.$ 30,214 | ||||||||||||
Less short-term debt and current portion of long-term debt | Ps. 122,974 | U.S.$ 6,052 | Ps. 122,974 | U.S.$ 6,052 | Ps. 122,974 | U.S.$ 6,052 | ||||||||||||
Total Long-term Debt | Ps. 465,263 | U.S.$ 22,899 | Ps. 475,423 | U.S.$ 23,399 | Ps. 490,923 | U.S.$ 24,162 | ||||||||||||
Equity: | ||||||||||||||||||
Capital stock | Ps. 95,356 | U.S.$ 4,693 | Ps. 95,356 | U.S.$ 4,693 | Ps. 95,356 | U.S.$ 4,693 | ||||||||||||
Total retained earnings | 500,717 | 24,644 | 500,717 | 24,644 | 500,717 | 24,644 | ||||||||||||
Other comprehensive income (loss) items | (217,349) | (10,697) | (217,349) | (10,697) | (217,349) | (10,697) | ||||||||||||
Non-controlling interest | 66,072 | 3,252 | 66,072 | 3,252 | 66,072 | 3,252 | ||||||||||||
Total Equity | Ps. 444,796 | U.S.$ 21,892 | Ps. 444,796 | U.S.$ 21,892 | Ps. 444,796 | U.S.$ 21,892 | ||||||||||||
Total Capitalization (total long-term debt plus total equity) | Ps. 910,059 | U.S.$ 44,791 | Ps. 920,219 | U.S.$ 45,291 | Ps. 935,719 | U.S.$ 46,054 | ||||||||||||
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(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 MXN Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the M Bono Rate plus 15 basis points in the case of the 2029 MXN Notes, 15 basis points in the case of the 2031 MXN Notes or 15 basis points in the case of the 2034 MXN Notes, less (b) interest accrued to the redemption date, and |
(2) | 100% of the principal amount of the MXN Notes of such series to be redeemed, |
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Underwriter | Principal Amount of 2029 MXN Notes | Principal Amount of 2031 MXN Notes | Principal Amount of 2034 MXN Notes | ||||||
BBVA Securities Inc. | Ps.1,200,000,000 | Ps.1,200,000,000 | Ps.700,000,000 | ||||||
Citigroup Global Markets Inc. | Ps.1,200,000,000 | Ps.1,200,000,000 | Ps.700,000,000 | ||||||
HSBC Securities (USA) Inc. | Ps.1,200,000,000 | Ps.1,200,000,000 | Ps.700,000,000 | ||||||
Inversora Bursátil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa | Ps.1,200,000,000 | Ps.1,200,000,000 | Ps.700,000,000 | ||||||
J.P. Morgan Securities LLC | Ps.1,200,000,000 | Ps.1,200,000,000 | Ps.700,000,000 | ||||||
Goldman Sachs & Co. LLC | Ps.— | Ps.— | Ps.— | ||||||
Morgan Stanley & Co. LLC | Ps.— | Ps.— | Ps.— | ||||||
Santander US Capital Markets LLC | Ps.— | Ps.— | Ps.— | ||||||
Total | Ps.6,000,000,000 | Ps.6,000,000,000 | Ps.3,500,000,000 | ||||||
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(a) | a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or |
(b) | a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the MXN Notes pursuant to an offer made under Section 275 of the SFA except: |
(i) | to an institutional investor or to a relevant person (defined in Section 275(2) of the SFA), or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA; |
(ii) | where no consideration is or will be given for the transfer; |
(iii) | where the transfer is by operation of law; |
(iv) | as specified in Section 276(7) of the SFA; or |
(v) | as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018. |
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1. | Date of commencement of the offer: July 2, 2025. The offer of the MXN Notes is subject to CMF Rule 336; |
2. | The subject matter of this offer are securities not registered with the Securities Registry of the CMF, nor with the Foreign Securities Registry of the CMF, due to the MXN Notes not being subject to the oversight of the CMF; |
3. | Since the MXN Notes are not registered in Chile there is no obligation by the issuer to make publicly available information about the MXN Notes in Chile; and |
4. | The MXN Notes shall not be subject to public offering in Chile unless registered with the corresponding Securities Registry of the CMF. |
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Page | |||
About this Prospectus | 1 | ||
Important Currency Information | 2 | ||
Forward-Looking Statements | 3 | ||
América Móvil | 4 | ||
Risk Factors | 5 | ||
Use of Proceeds | 7 | ||
Description of MXN Notes | 8 | ||
Form of MXN Notes, Clearing and Settlement | 20 | ||
Taxation | 23 | ||
Selling holders | 28 | ||
Plan of Distribution | 29 | ||
Experts | 32 | ||
Validity of MXN Notes | 33 | ||
Enforceability of Civil Liabilities | 34 | ||
Where You Can Find More Information | 35 | ||
Incorporation of Certain Information by Reference | 36 | ||
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• | projections of our commercial, operating or financial performance, our financing, our capital structure or our other financial items or ratios; |
• | statements of our plans, objectives or goals, including those relating to acquisitions, competition and rates; |
• | statements concerning regulation or regulatory developments; |
• | the impact of public health crises; |
• | statements about our future economic performance or that of Mexico or other countries in which we operate; |
• | statements about competitive developments in the telecommunications sector; |
• | other descriptions of factors and trends affecting the telecommunications industry generally and our financial condition in particular; and |
• | statements of assumptions underlying the foregoing statements. |
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• | would be converted into Mexican pesos and then from Mexican pesos into inflation-adjusted units, called Unidades de Inversión; |
• | would be satisfied at the time claims of all our creditors are satisfied; |
• | would be subject to the outcome of, and priorities recognized in, the relevant proceedings; |
• | would cease to accrue interest; and |
• | would not be adjusted to take into account any depreciation of the Mexican peso against the U.S. dollar or other currency occurring after such declaration. |
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• | First, the trustee can enforce the rights of holders against us if we default in respect of the MXN notes. There are some limitations on the extent to which the trustee acts on behalf of holders, which we describe under “—Defaults, Remedies and Waiver of Defaults.” |
• | Second, the trustee performs administrative duties for us, such as making interest payments and sending notices to holders of MXN notes. |
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• | any taxes, duties, assessments or other governmental charges imposed solely because at any time there is or was a connection between the holder and Mexico (other than the mere receipt of a payment or the ownership or holding of a MXN note); |
• | any taxes, duties, assessments or other governmental charges imposed solely because the holder or any other person fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the holder or any beneficial owner of a MXN note if compliance is required by law, regulation or by an applicable income tax treaty to which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and we have given the holders at least 30 calendar days’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that holders will be required to provide such information and identification; |
• | any taxes, duties, assessments or other governmental charges with respect to a MXN note presented for payment more than 15 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof given to holders, whichever occurs later, except to the extent that the holders of such MXN note would have been entitled to such additional interest on presenting such MXN note for payment on any date during such 15-day period; |
• | any estate, inheritance, gift or other similar tax, assessment or other governmental charge imposed with respect to the MXN notes; |
• | any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the MXN notes; |
• | any payment on a MXN note to a holder that is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of the payment would not have been entitled to the additional interest had the beneficiary, settlor, member or beneficial owner been the holder of such MXN note; and |
• | any combination of the items in the bullet points above. (Section 1009) |
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• | a certificate signed by one of our duly authorized representatives stating that we are entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to our right of redemption for taxation reasons have occurred; and |
• | an opinion of Mexican legal counsel (which may be our counsel) of recognized standing to the effect that we have or will become obligated to pay such additional interest as a result of such change or amendment. (Section 1101(d)) |
• | liens on restricted property acquired and existing on the date the property was acquired or arising after such acquisition pursuant to contractual commitments entered into prior to such acquisition; |
• | liens on any restricted property securing debt incurred or assumed for the purpose of financing its purchase price or the cost of its construction, improvement or repair; provided that such lien attaches to the restricted property within 12 months of its acquisition or the completion of its construction, improvement or repair and does not attach to any other restricted property; |
• | liens existing on any restricted property of any restricted subsidiary prior to the time that the restricted subsidiary became a subsidiary of ours or liens arising after that time under contractual commitments entered into prior to and not in contemplation of that event; |
• | liens on any restricted property securing debt owed by a subsidiary of ours to us or to another of our subsidiaries; and |
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• | liens arising out of the refinancing, extension, renewal or refunding of any debt described above; provided that the aggregate principal amount of such debt is not increased and such lien does not extend to any additional restricted property. (Section 1006) |
• | the aggregate principal amount of all debt then outstanding that is secured by any lien on any restricted property that does not ratably secure the MXN notes (excluding any secured indebtedness permitted under “—Limitation on Liens”) plus the aggregate amount of our attributable debt and the attributable debt of our restricted subsidiaries in respect of sale and leaseback transactions then outstanding (other than any sale and leaseback transaction permitted under the following bullet point) would not exceed an amount equal to 15% of our Consolidated Net Tangible Assets; or |
• | we or one of our restricted subsidiaries, within 12 months of the sale and leaseback transaction, retire an amount of our secured debt which is not subordinate to the MXN notes in an amount equal to the greater of (1) the net proceeds of the sale or transfer of the property or other assets that are the subject of the sale and leaseback transaction and (2) the fair market value of the restricted property leased. (Section 1008) |
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• | if we are not the successor person in the transaction, the successor is organized and validly existing under the laws of Mexico or the United States or any political subdivision thereof and expressly assumes our obligations under the MXN notes or the indenture; |
• | immediately after the transaction, no default under the MXN notes has occurred and is continuing. For this purpose, “default under the MXN notes” means an event of default or an event that would be an event of default with respect to the MXN notes if the requirements for giving us default notice and for our default having to continue for a specific period of time were disregarded. See “—Defaults, Remedies and Waiver of Defaults”; and |
• | we have delivered to the trustee an officer’s certificate and opinion of counsel, each stating, among other things, that the transaction complies with the indenture. (Section 801) |
• | we fail to pay interest on any MXN note of that series within 30 days after its due date; |
• | we fail to pay the principal or premium, if any, of any MXN note of that series on its due date; |
• | we remain in breach of any covenant in the indenture for the benefit of holders of the MXN notes of that series for 60 days after we receive a notice of default (sent by the trustee or the holders of not less than 25% in principal amount of the MXN notes of that series) stating that we are in breach; |
• | we experience a default or event of default under any instrument relating to debt having an aggregate principal amount exceeding U.S.$50 million (or its equivalent in other currencies) that constitutes a failure to pay principal or interest when due or results in the acceleration of the debt prior to its maturity; |
• | a final judgment is rendered against us in an aggregate amount in excess of U.S.$50 million (or its equivalent in other currencies) that is not discharged or bonded in full within 30 days; or |
• | we file for bankruptcy, or other events of bankruptcy, insolvency or reorganization or similar proceedings occur relating to us. |
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• | such holders must give the trustee written notice that an event of default has occurred and the event of default has not been cured or waived; |
• | the holders of not less than 25% in principal amount of the MXN notes of that series must make a written request that the trustee take action with respect to the MXN notes of that series because of the default and they or other holders must offer to the trustee indemnity and/or security satisfactory to the trustee against the cost and other liabilities of taking that action; |
• | the trustee must not have taken action for 60 days after the above steps have been taken; and |
• | during those 60 days, the holders of a majority in principal amount of the MXN notes of that series must not have given the trustee directions that are inconsistent with the written request of the holders of not less than 25% in principal amount of the MXN notes of that series. (Section 507) |
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• | a change in the stated maturity of any principal or interest payment on a MXN note; |
• | a reduction in the principal amount, the interest rate or the redemption price for a MXN note; |
• | a change in the obligation to pay additional interest; |
• | a change in the currency of any payment on a MXN note other than as permitted by the MXN note; |
• | a change in the place of any payment on a MXN note; |
• | an impairment of the holder’s right to sue for payment of any amount due on its MXN note; |
• | a reduction in the percentage in principal amount of the MXN notes of any series needed to change the indenture or the outstanding MXN notes of such series under the indenture; and |
• | a reduction in the percentage in principal amount of the MXN notes of any series needed to waive our compliance with the indenture or to waive defaults. (Section 902) |
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• | submitted to the jurisdiction of any U.S. federal or New York state court in the Borough of Manhattan, The City of New York, and any appellate court thereof; |
• | agreed that all claims in respect of such legal action or proceeding may be heard and determined in such U.S. federal or New York state court and waived, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right of jurisdiction in such action or proceeding on account of our place of residence or domicile; and |
• | appointed CT Corporation System, with an office at 28 Liberty Street, New York, New York 10005, United States of America, as process agent. |
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• | Clearstream or Euroclear is no longer willing or able to discharge its responsibilities properly, and neither the trustee nor we have appointed a qualified successor within 90 days; or |
• | we, at our option, notify the trustee that we elect to cause the issuance of certificated MXN notes; or |
• | certain other events provided in the indenture occur, including the occurrence and continuance of an event of default with respect to the MXN notes. |
• | holders will not be entitled to receive a certificate representing our interest in the MXN notes; |
• | all references in this prospectus or any prospectus supplement to actions by holders will refer to actions taken by a depositary upon instructions from their direct participants; and |
• | all references in this prospectus or in any prospectus supplement to payments and notices to holders will refer to payments and notices to the depositary as the registered holder of the MXN notes, for distribution in accordance with its policies and procedures. |
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• | to or through underwriters or dealers; |
• | directly by us, or a selling holder, as applicable, to one or more purchasers (including our affiliates); |
• | through agents; |
• | through broker-dealers (acting as agent or principal); |
• | through any combination of any such methods of sale; or |
• | through any other method described in a prospectus supplement. |
• | block transactions (which may involve crosses) and transactions on any organized market where the MXN notes may be traded; |
• | purchases by a broker-dealer as principal and resales by such broker-dealer for its own account pursuant to a prospectus supplement; |
• | ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers; |
• | sales “at the market” to or through a market maker or into an existing trading market, on an exchange or otherwise; and |
• | sales in other ways not involving market makers or established trading markets, including direct sales to purchasers. |
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• | our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on May 14, 2025 (SEC File No. 001-16269); |
• | our report on Form 6-K filed with the SEC on May 29, 2025 (SEC File No. 001-16269); |
• | any future annual reports on Form 20-F filed with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of MXN notes; and |
• | any future reports on Form 6-K that we furnish to the SEC after the date of this prospectus and prior to the termination of the offering of MXN notes offered by this prospectus that are identified in such reports as being incorporated by reference in our Registration Statement on Form F-3. |
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