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.$475,000,000 (the “Aggregate Maximum Tender Amount”) of the
outstanding 7.250% Senior Secured Notes due 2021 issued by CEMEX
(the “2021 Notes”), 6.500% Senior Secured Notes due 2019 issued by
CEMEX (the “2019 Notes”) and 9.375% Senior Secured Notes due 2022
issued by CEMEX Finance LLC (the “2022 Notes” and, together with
the 2021 Notes and the 2019 Notes, the “Notes”), subject to
purchase in accordance with the acceptance priority level for each
series of Notes (the “Acceptance Priority Level”) and possible
proration as described in CEMEX’s Offer to Purchase dated February
13, 2017.
The following table summarizes the material pricing terms for
the Tender Offer:
Title ofSecurity
Issuer CUSIP / ISIN Aggregate
PrincipalAmount Outstanding Dollars per
U.S.$1,000Principal Amount of Notes
AcceptancePriorityLevel
BaseConsideration
Early TenderPremium
TotalConsideration
7.250% Senior Secured Notes due 2021
Cemex, S.A.B. de C.V.
151290BK8 /US151290BK88P22575AF4
/USP22575AF47
U.S.$726,726,000 U.S.$1,051.25 U.S.$30.00 U.S.$1,081.25 1
6.500% Senior Secured Notes due 2019
Cemex, S.A.B. de C.V.
151290BJ1 /US151290BJ16P2253TJD2 /US P2253TJD20 U.S.$708,107,000
U.S.$1,037.50 U.S.$30.00 U.S.$1,067.50 2 9.375% Senior
Secured Notes due 2022 CEMEX Finance LLC 12516UAC9
/US12516UAC99U12763AC9 /USU12763AC92 U.S.$1,055,594,000
U.S.$1,065.00 U.S.$30.00 U.S.$1,095.00 3
The Notes will be purchased in accordance with the Acceptance
Priority Level (in numerical priority order) as set forth in the
table above, and proration of the 2021 Notes, 2019 Notes or 2022
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 February
28, 2017 (the “Early Tender Date”), will be accepted for purchase
in priority to other Notes tendered after the Early Tender Date
even if such Notes tendered after the Early Tender Date have a
higher acceptance priority than Notes tendered prior to 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, 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. On any given settlement date, if only a portion of
the tendered 2021 Notes, 2019 Notes or 2022 Notes, as applicable,
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 2021 Notes, 2019 Notes or 2022 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.$200,000 and an integral multiple of U.S.$1,000 in excess
thereof, in the case of the 2021 Notes, U.S.$200,000 and an
integral multiple of U.S.$1,000 in excess thereof, in the case of
the 2019 Notes, or U.S.$200,000 and an integral multiple of
U.S.$1,000 in excess thereof, in the case of the 2022 Notes),
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
notwithstanding any acceptance priority that may exist.
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 applicable 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 March 13, 2017 and whose Notes are
accepted for purchase will be entitled to receive only the
applicable Base Consideration per U.S.$1,000 principal amount of
Notes, which amount is equal to the applicable 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 February 28, 2017, 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
even if such Notes tendered after the Early Tender Date have a
higher Acceptance Priority Level than Notes tendered prior to 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 March 13, 2017 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 sufficient funds
available to finance the purchase of the Notes tendered pursuant to
the Tender Offer, and to pay all fees and expenses in connection
therewith, from CEMEX's sale of certain assets, together with
available cash and/or borrowings under the revolving tranche of
CEMEX’s facilities agreement, dated September 29, 2014 (as amended
and restated).
CEMEX has retained HSBC Securities (USA) Inc. (“HSBC
Securities”) to act as Dealer Manager for the Tender Offer. Holders
with questions about the Tender Offer can contact HSBC Securities’
Liability Management Group at +1 (888) 472-2456 (toll free) or +1
(212) 525-5552 (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 Manager, 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170213006247/en/
CEMEX, S.A.B. de C.V.Media Relations:Jorge Pérez,
+52 (81) 8888-4334mr@cemex.comorInvestor Relations:Eduardo
Rendón, +52 (81) 8888-4256ir@cemex.comorAnalyst
Relations:Lucy Rodriguez, +1 (212) 317-6007ir@cemex.com
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