Company Website:
http://www.cemex.com
MONTERREY, Mexico -- (Business Wire)
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today the pricing
of €550 million of its 4.375% Senior Secured Notes due 2023 denominated
in Euros (the “Euro Notes”) and U.S.$750 million of its 6.125% Senior
Secured Notes due 2025 denominated in U.S. Dollars (the “U.S. Dollar
Notes”).
The Euro Notes will bear interest at an annual rate of 4.375% and mature
on March 5, 2023. The Euro Notes will be issued at par and will be
callable commencing on March 5, 2019. The U.S. Dollar Notes will bear
interest at an annual rate of 6.125% and mature on May 5, 2025. The U.S.
Dollar Notes will be issued at a price of 99.980% of face value and will
be callable commencing on May 5, 2020. The closing of the offerings is
expected to occur on March 5, 2015, subject to satisfaction of customary
closing conditions.
CEMEX intends to use the net proceeds from the offerings of the Euro
Notes and the U.S. Dollar Notes to fund the redemption and/or repurchase
of (i) the Floating Rate Senior Secured Notes due 2015 (the "September
2015 Floating Rate U.S. Dollar Notes"), issued by CEMEX, (ii) the 9.000%
Senior Secured Notes due 2018 (the "January 2018 U.S. Dollar Notes"),
issued by CEMEX, and/or (iii) the 9.250% Senior Secured Notes due 2020
(the "May 2020 U.S. Dollar Notes"), issued by CEMEX España, S.A., acting
through its Luxembourg Branch, and the remainder, if any, for general
corporate purposes, including the repayment of indebtedness under
CEMEX’s Credit Agreement, dated as of September 29, 2014 (the "Credit
Agreement"), CEMEX’s Facilities Agreement, dated as of September 17,
2012, as amended (the “Facilities Agreement”), and/or other
indebtedness, all in accordance with the Credit Agreement and the
Facilities Agreement.
The Euro Notes and the U.S. Dollar Notes will share in the collateral
pledged for the benefit of the lenders under the Credit Agreement, the
Facilities Agreement and other secured obligations having the benefit of
such collateral, and will be guaranteed by CEMEX México, S.A. de C.V.,
CEMEX Concretos, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V.,
New Sunward Holding B.V., CEMEX España, S.A., Cemex Asia B.V., CEMEX
Corp., CEMEX Finance LLC, Cemex Egyptian Investments B.V., Cemex
Egyptian Investments II B.V., CEMEX France Gestion (S.A.S.), Cemex
Research Group AG, Cemex Shipping B.V. and CEMEX UK.
This release is neither an offer to purchase nor a solicitation of an
offer to sell or buy any securities of CEMEX in any transaction.
The Euro Notes, the U.S. Dollar Notes and the guarantees thereof have
not been and will not be registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), or any state securities laws,
and they may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act. The Euro Notes and the U.S. Dollar
Notes are being offered only to qualified institutional buyers pursuant
to Rule 144A and outside the United States pursuant to Regulation S,
both as promulgated under the Securities Act.
THE EURO NOTES AND THE U.S. DOLLAR NOTES HAVE NOT BEEN AND WILL NOT
BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL
DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES
COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY
NOT BE OFFERED OR SOLD PUBLICLY IN MEXICO, EXCEPT THAT THE EURO NOTES
AND THE U.S. DOLLAR NOTES MAY BE OFFERED AND SOLD IN MEXICO, PURSUANT TO
THE PRIVATE PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN
SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES), TO INSTITUTIONAL AND
QUALIFIED INVESTORS. UPON THE ISSUANCE OF THE EURO NOTES AND THE U.S.
DOLLAR NOTES, WE WILL NOTIFY THE CNBV OF THE ISSUANCE OF THE EURO NOTES
AND THE U.S. DOLLAR NOTES, INCLUDING THE PRINCIPAL CHARACTERISTICS OF
THE EURO NOTES AND THE U.S. DOLLAR NOTES AND THE OFFERING OF THE EURO
NOTES AND THE U.S. DOLLAR NOTES OUTSIDE MEXICO. SUCH NOTICE WILL BE
DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR
INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE
CNBV OF SUCH NOTICE, DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS
TO THE INVESTMENT QUALITY OF THE EURO NOTES AND THE U.S. DOLLAR NOTES OR
OF CEMEX’S SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR
COMPLETENESS OF THE INFORMATION SET FORTH IN THE DOCUMENTS USED FOR THE
OFFERING. THE INFORMATION CONTAINED IN THE DOCUMENTS USED FOR THE
OFFERING OF THE EURO NOTES AND THE U.S. DOLLAR NOTES IS THE EXCLUSIVE
RESPONSIBILITY OF CEMEX AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE
CNBV.
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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