Cemex, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that
U.S.$385,061,000 aggregate principal amount of the outstanding
7.250% Senior Secured Notes due 2021 (the “2021 Notes”) issued by
CEMEX, U.S.$240,719,000 aggregate principal amount of the
outstanding 6.500% Senior Secured Notes due 2019 (the “2019 Notes”)
issued by CEMEX and U.S.$626,697,000 aggregate principal amount of
the outstanding 9.375% Senior Secured Notes due 2022 (the “2022
Notes” and, together with the 2021 Notes and the 2019 Notes, the
“Notes”) issued by CEMEX Finance LLC, were validly tendered by
holders of the Notes at or prior to the early tender deadline of
8:00 a.m., New York City time, on February 28, 2017 (the “Early
Tender Date”), pursuant to CEMEX’s previously announced cash tender
offer (the “Tender Offer”) to purchase up to U.S.$475,000,000 (the
“Aggregate Maximum Tender Amount”) of the Notes. The Tender Offer
is being made pursuant to the Offer to Purchase dated February 13,
2017 (the “Offer to Purchase”) and the related letter of
transmittal.
The following table summarizes the early tender results as of
the Early Tender Date and the aggregate principal amount of Notes
that CEMEX has accepted for purchase, as well as the proration
factor:
Aggregate
Principal
Principal
Acceptance
Principal
Amount
Title of
Amount
Total
Priority
Amount
Accepted for
Proration
Security Issuer CUSIP / ISIN
Outstanding
Consideration((1)) Level Tendered
Purchase Factor
7.250%SeniorSecuredNotesdue 2021
Cemex,S.A.B.de C.V.
151290BK8 /US151290BK88
P22575AF4 /USP22575AF47
U.S.$726,726,000 U.S.$1,081.25 1 U.S.$385,061,000 U.S.$385,061,000
100%
6.500%SeniorSecuredNotesdue 2019
Cemex,S.A.B.de C.V.
151290BJ1 /US151290BJ16
P2253TJD2 /USP2253TJD20
U.S.$708,107,000 U.S.$1,067.50 2 U.S.$240,719,000 U.S.$89,939,000
30.818%
9.375%SeniorSecuredNotesdue 2022
CEMEXFinanceLLC
12516UAC9 /US12516UAC99
U12763AC9 /USU12763AC92
U.S.$1,055,594,000 U.S.$1,095.00 3 U.S.$626,697,000 U.S.$0(2) n/a
(1) Per U.S.$1,000 principal amount.
(2) Since the amount of validly tendered 2021 Notes and validly
tendered 2019 Notes exceeds the Aggregate Maximum Tender Amount,
CEMEX will not purchase any tendered 2022 Notes in accordance with
the terms of the Tender Offer and no such 2022 Notes will be
accepted in the Tender Offer.
Since Notes in excess of the Aggregate Maximum Tender Amount
have been validly tendered in the Tender Offer on or prior to the
Early Tender Date, CEMEX has accepted for purchase U.S.$475,000,000
aggregate principal amount of the tendered Notes, including all
U.S.$385,061,000 aggregate principal amount of the 2021 Notes,
U.S.$89,939,000 aggregate principal amount of the 2019 Notes and
none of the 2022 Notes, and will pay holders of the 2019 Notes on a
pro rata basis according to the proration procedures described in
the Offer to Purchase. The early settlement date on which CEMEX
will make payment for such 2021 Notes and 2019 Notes accepted in
the Tender Offer is expected to be March 2, 2017 (the “Early
Settlement Date”). Holders of Notes who tender after the Early
Tender Date will not have any of their Notes accepted for purchase.
Any tendered Notes that are not accepted for purchase will be
returned or credited without expense to the holder’s account.
Holders of Notes that validly tendered their Notes on or prior
to the Early Tender Date and whose Notes have been accepted for
purchase (subject to the application of the proration factor) are
entitled to receive U.S.$1,081.25 per U.S.$1,000 principal amount
of 2021 Notes and U.S.$1,067.50 per U.S.$1,000 principal amount of
2019 Notes accepted for purchase, which includes, in each case, an
early tender premium equal to U.S.$30.00 per U.S.$1,000 principal
amount of Notes accepted for purchase. Holders of Notes who validly
tendered their Notes 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.$517,333,395. Notes that
have been validly tendered cannot be withdrawn, except as may be
required by applicable law. The Tender Offer will expire at 11:59
p.m., New York City time, on March 13, 2017.
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 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 Manager, 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, or 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/20170228006816/en/
Cemex, S.A.B. de C.V.Media RelationsJorge Pérez,
+52 (81) 8888-4334mr@cemex.comorInvestor RelationsEduardo
Rendón, +52 (81) 8888-4256ir@cemex.comorAnalyst
RelationsLucy Rodriguez, +1-212-317-6007ir@cemex.com
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