CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that
U.S.$352,946,000 aggregate principal amount of the outstanding
9.375% Senior Secured Notes due 2022 issued by CEMEX Finance LLC
(the “Notes”) 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 July 14, 2016 (the “Early Tender Date”), pursuant to
CEMEX’s previously announced cash tender offer (the “Tender Offer”)
to purchase up to U.S.$450,000,000 (the “Aggregate Maximum Tender
Amount”) of the Notes. The Tender Offer is being made pursuant to
the Offer to Purchase dated June 29, 2016 (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:
Title ofSecurity
Issuer CUSIP / ISIN
AggregatePrincipalAmountOutstanding
TotalConsideration(1)
PrincipalAmountTendered
PrincipalAmountAccepted
forPurchase
9.375% SeniorSecured Notesdue 2022
CEMEXFinanceLLC
12516UAC9 /US12516UAC99
U12763AC9 /USU12763AC92
U.S.$1,410,940,000
U.S.$1,102.50
U.S.$352,946,000
U.S.$352,946,000
(1) Per U.S.$1,000 Principal Amount.
CEMEX has accepted for purchase all U.S.$352,946,000 aggregate
principal amount of Notes validly tendered on or prior to the Early
Tender Date. The early settlement date on which CEMEX will make
payment for such Notes accepted in the Tender Offer is expected to
be July 19, 2016 (the “Early Settlement Date”).
Holders of Notes that validly tendered their Notes on or prior
to the Early Tender Date and whose Notes have been accepted for
purchase are entitled to receive U.S.$1,102.50 per U.S.$1,000
principal amount of Notes accepted for purchase, which includes an
early tender premium equal to U.S.$30 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.$$398 million. 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have been validly tendered cannot be withdrawn, except as may be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 July 27, 2016 (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, subject to the other conditions in the Offer to
Purchase. 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. If, on the final settlement date, only a portion of
the 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 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 integral
multiples 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.
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.$1,072.50 per U.S.$1,000 principal amount of 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.
The Tender Offer will expire at 11:59 p.m., New York City time,
on July 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.$450,000,000 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) or +1(212)
841-3059 (collect); or Credit Agricole’s Debt Capital Markets Group
at +1(866) 807-6030 (toll-free) 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 were 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160714006420/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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