Company Website:
http://www.cemex.com
MONTERREY, Mexico -- (Business Wire)
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that it has
commenced a tender offer (the “Tender Offer”) to purchase up to
U.S.$500,000,000 (the “Aggregate Maximum Tender Amount”) of the
outstanding 7.250% Senior Secured Notes due 2021 issued by CEMEX (the
“Notes”), subject to possible proration as described in CEMEX’s Offer to
Purchase dated September 29, 2016.
The following table summarizes the material pricing terms for the Tender
Offer:
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Title of Security | | | | Issuer | | | | CUSIP / ISIN | | | | Aggregate Principal Amount Outstanding(1) | | | | Dollars per U.S.$1,000 Principal Amount of Notes | | | |
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| Early Tender Premium |
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| Total Consideration | | | |
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7.250% Senior Secured Notes due 2021
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CEMEX, S.A.B. de C.V.
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151290BK8 / US151290BK88 P22575AF4 / USP22575AF47
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U.S.$1,000,000,000
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U.S.$1,045.00
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U.S.$30.00
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U.S.$1,075.00
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(1) Includes U.S.$31,382,000 aggregate principal amount held by
CEMEX, as of the date of the Offer to Purchase.
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Proration of the Notes will be determined in accordance with the terms
of the Tender Offer. If CEMEX purchases any Notes in the Tender Offer,
Notes tendered at or prior to 8:00 a.m., New York City time, on October
14, 2016 (the “Early Tender Date”), will be accepted for purchase in
priority to other Notes tendered after the Early Tender Date. If at the
Early Tender Date the aggregate principal amount of Notes validly
tendered exceeds the Aggregate Maximum Tender Amount, CEMEX reserves the
right, at its option, not to accept any additional Notes tendered by
holders of Notes after the Early Tender Date.
If Notes are validly tendered such that the aggregate principal amount
tendered exceeds the Aggregate Maximum Tender Amount, CEMEX will accept
for purchase only the Aggregate Maximum Tender Amount of such Notes,
subject to the other conditions in the Offer to Purchase. On any given
settlement date, if only a portion of the tendered Notes may be accepted
for purchase consistent with the Aggregate Maximum Tender Amount, the
aggregate principal amount of the Notes accepted for purchase will be
prorated based upon the aggregate principal amount of Notes that have
been validly tendered and not yet accepted for purchase in the Tender
Offer (with appropriate adjustment to avoid purchases of Notes in a
principal amount other than U.S.$200,000 and an integral multiple of
U.S.$1,000 in excess thereof), provided that in no event shall CEMEX be
obligated to purchase an aggregate principal amount of Notes exceeding
the Aggregate Maximum Tender Amount. Notes tendered prior to the Early
Tender Date will have priority over those Notes tendered after the Early
Tender Date.
Holders of Notes that are validly tendered at or prior to the Early
Tender Date and whose Notes are accepted for purchase will be entitled
to receive the Total Consideration, which includes an early tender
premium equal to U.S.$30.00 per U.S.$1,000 principal amount of Notes
(the “Early Tender Premium”). Holders who tender Notes after the Early
Tender Date but at or prior to 11:59 p.m., New York City time, on
October 27, 2016 and whose Notes are accepted for purchase will be
entitled to receive only the Base Consideration per U.S.$1,000 principal
amount of Notes, which amount is equal to the Total Consideration less
the Early Tender Premium. Holders who validly tender their Notes in the
Tender Offer and whose Notes are accepted for purchase will also receive
accrued and unpaid interest on the Notes from the last interest payment
date preceding the applicable settlement date to, but not including,
such settlement date. Holders of Notes who tender their Notes before the
withdrawal deadline, which is 8:00 a.m., New York City time, on October
14, 2016, unless extended, may not withdraw their Notes after the
withdrawal deadline, unless otherwise required by law. Holders who
tender their Notes after the withdrawal deadline may not withdraw their
Notes, unless otherwise required by law.
If, at the Early Tender Date, the principal amount of the Notes validly
tendered exceeds the Aggregate Maximum Tender Amount (i.e., the Tender
Offer is “fully subscribed”), CEMEX has the option not to accept any
additional Notes tendered after the Early Tender Date.
CEMEX reserves the right, subject to applicable law, to extend, withdraw
or terminate the Tender Offer, increase or decrease the Aggregate
Maximum Tender Amount or otherwise amend the terms of the Tender Offer.
The Tender Offer will expire at 11:59 p.m., New York City time, on
October 27, 2016 and is subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer to
Purchase, including, among others, CEMEX having consummated the
borrowing of U.S.$500,000,000 under CEMEX’s facilities agreement, dated
September 29, 2014 (as amended and restated).
CEMEX has retained BNP Paribas Securities Corp. (“BNP PARIBAS”) and
Credit Agricole Securities (USA) Inc. (“Credit Agricole”) to act as
Dealer Managers for the Tender Offer. Holders with questions about the
Tender Offer can contact BNP PARIBAS’s Liability Management Group at
+1(888) 210-4358 (toll free), +1(212) 841-3561 (telecopy no.) or +1
(212) 841-3059 (confirmation no.); or Credit Agricole’s Debt Capital
Markets Group at +1(866) 807-6030 (toll-free), +1(212) 261-1924
(telecopy no.) or +1(212) 261-7802 (collect). Holders can obtain
additional copies of the Offer to Purchase and related material from the
Information Agent and Tender Agent, Global Bondholder Services
Corporation, at +1(866) 470-3700 (toll-free) or +1(212) 430-3774
(collect for banks and brokers).
This release is neither an offer to purchase nor a solicitation of an
offer to sell or buy any securities in any transaction. The Tender Offer
is being made pursuant to the Offer to Purchase and the related letter
of transmittal, copies of which will be delivered to holders of the
Notes, and which set forth the complete terms and conditions of the
Tender Offer. Holders are urged to read the Offer to Purchase and
related letter of transmittal carefully before making any decision with
respect to the Tender Offer. The Tender Offer is not being made to, nor
will CEMEX accept tenders of the Notes from, holders in any jurisdiction
in which the Tender Offer would not be in compliance with the securities
or blue sky laws of such jurisdiction. None of CEMEX, the Dealer
Managers, the tender agent, the information agent or the trustee, or any
of their respective affiliates, makes any recommendation in connection
with the Tender Offer.
Neither the Offer to Purchase nor any related documents have been filed
with, or have been approved or reviewed by any federal or state
securities commission or regulatory authority of any country. No
authority has passed upon the accuracy or adequacy of the Offer to
Purchase or any related documents, and it is unlawful and may be a
criminal offense to make any representation to the contrary.
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties, and
assumptions. No assurance can be given that the transactions described
herein will be consummated or as to the ultimate terms of any such
transactions. CEMEX assumes no obligation to update or correct the
information contained in this press release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160929006460/en/
Contacts:
CEMEX, S.A.B. de C.V.
Media Relations:
Jorge
Pérez, +52 (81) 8888-4334
mr@cemex.com
or
Investor
Relations:
Eduardo Rendón, +52 (81) 8888-4256
ir@cemex.com
or
Analyst
Relations:
Lucy Rodriguez, +1-212-317-6007
ir@cemex.com
Source: CEMEX, S.A.B. de C.V.
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