Company Website:
http://www.cemex.com
MONTERREY, Mexico -- (Business Wire)
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that holders
of U.S.$592,520,000 of the outstanding 9.000% Senior Secured Notes due
2018 (the “2018 Notes”) issued by CEMEX and U.S.$365,146,000 of the
outstanding 9.250% Senior Secured Notes due 2020 (the “2020 Notes” and,
together with the 2018 Notes, the “Notes”) issued by CEMEX España, S.A.,
acting through its Luxembourg Branch, tendered their Notes at or prior
to the early tender deadline of 5:00 p.m., New York City time, on
September 17, 2014 (the “Early Tender Date”), pursuant to CEMEX’s
previously announced cash tender offer (the “Tender Offer”) to purchase
up to U.S.$1,175 million (the “Aggregate Maximum Tender Amount”) of the
outstanding Notes. The Tender Offer is being made pursuant to the Offer
to Purchase dated September 4, 2014 and the related letter of
transmittal.
The following table summarizes the early tender results as of the Early
Tender Date and the principal amount of Notes that CEMEX has accepted
for purchase:
Title of Security |
| Issuer |
| CUSIP / ISIN |
| Aggregate Principal Amount Outstanding |
| Total Consideration |
| Acceptance Priority Level |
| Principal Amount Tendered |
| Principal Amount Accepted for Purchase |
9.000% Senior Secured Notes due 2018
| |
CEMEX, S.A.B. de C.V.
| |
151290AW3 / US151290AW36
P2253THR3 / USP2253THR34
| |
U.S.$1,167,153,000
| |
U.S$1,070.00 per U.S.$1,000 Principal Amount
| |
1
| |
U.S.$592,520,000
| |
U.S.$592,520,000
|
| | | | | | | | | | | | | |
|
9.250% Senior Secured Notes due 2020
| |
CEMEX España, S.A., acting through its Luxembourg Branch
| |
151288AA5 / US151288AA51
E28087AA7 / USE28087AA77
| |
U.S.$595,843,000
| |
U.S$1,098.75 per U.S.$1,000 Principal Amount
| |
2
| |
U.S.$365,146,000
| |
U.S.$365,146,000
|
CEMEX has accepted for purchase all U.S.$592,520,000 of the 2018 Notes
and all U.S.$365,146,000 of the 2020 Notes validly tendered on or prior
to the Early Tender Date. The early settlement date on which CEMEX will
make payment for such 2018 Notes and 2020 Notes accepted in the Tender
Offer is expected to be September 18, 2014 (the “Early Settlement Date”).
Holders of Notes that validly tendered on or prior to the Early Tender
Date and whose Notes have been accepted for purchase are entitled
to receive U.S.$1,070.00 per U.S.$1,000 principal amount of 2018 Notes
and U.S$1,098.75 per U.S.$1,000 principal amount of 2020 Notes accepted
for purchase, which includes, in each case, an early tender payment
equal to U.S.$30 per U.S.$1,000 principal amount of Notes accepted for
purchase. Holders who validly tendered on or prior to the Early Tender
Date and whose Notes have been accepted for purchase will also receive
accrued and unpaid interest on their accepted Notes from the last
interest payment date to, but not including, the Early Settlement Date.
The total cash payment to purchase the accepted Notes on the Early
Settlement Date will be approximately U.S.$1.06 billion. Notes that have
been validly tendered cannot be withdrawn, except as may be required by
applicable law. The Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on October 1, 2014 (the “Expiration 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, and
such Notes will be purchased in accordance with the Acceptance Priority
Level, so that all such Notes having a higher Acceptance Priority Level
will be accepted for purchase before any tendered Notes having a lower
Acceptance Priority Level are accepted. Nonetheless, Notes tendered
prior to the Early Tender Date, which have been accepted for purchase on
the Early Settlement Date, will have priority over those Notes tendered
after the Early Tender Date notwithstanding any acceptance priority that
may exist. If, on the final settlement date, only a portion of the 2018
Notes or only a portion of the 2020 Notes tendered after the Early
Tender Date may be accepted for purchase consistent with the Aggregate
Maximum Tender Amount, the aggregate principal amount of such Notes
accepted for purchase will be prorated based upon the aggregate
principal amount of 2018 Notes or 2020 Notes, as applicable, 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.$100,000 and an integral multiple of
U.S.$1,000 in excess thereof, in the case of the 2018 Notes, or
U.S.$70,000 and an integral multiple of U.S.$1,000 in excess thereof, in
the case of the 2020 Notes), provided that in no event shall CEMEX be
obligated to purchase an aggregate principal amount of Notes exceeding
the Aggregate Maximum Tender Amount.
Holders who tender Notes after the Early Tender Date but on or prior to
the Expiration Date and whose Notes are accepted for purchase will be
entitled to receive only the Base Consideration of U.S.$1,040.00 per
U.S.$1,000 principal amount of 2018 Notes and U.S.$1,068.75 per
U.S.$1,000 principal amount of 2020 Notes accepted for purchase. Holders
who validly tender their Notes in the Tender Offer after the Early
Tender Date but on or prior to the Expiration Date and whose Notes are
accepted for purchase will also receive accrued and unpaid interest on
their accepted Notes from the last interest payment date to, but not
including, the final settlement 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.
CEMEX has retained J.P. Morgan Securities LLC (“J.P. Morgan”) and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill
Lynch”) to act as Dealer Managers for the Tender Offer. Holders with
questions about the Tender Offer can contact BofA Merrill Lynch’s
Liability Management Group at (888) 292-0070 (toll free) or (646)
855-8988 (collect); or J.P. Morgan’s Liability Management Group at
(866) 846-2874 (toll free) or (212) 834-7279 (collect). Holders can
obtain additional copies of the Offer to Purchase and related material
from the Information Agent and Tender Agent, D.F. King & Co., Inc., at
(800) 769-7666 (toll-free) or (212) 269-5550 (collect).
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 were delivered to holders of the
Notes, and which set forth the complete terms and conditions of 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 under the indentures
governing the Notes, 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, and have not 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.
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
Luis Garza, +52 (81) 8888-4136
ir@cemex.com
Source: CEMEX, S.A.B. de C.V.
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