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.$500,000,000 (the “Aggregate Maximum Tender Amount”) of the
outstanding 7.250% Senior Secured Notes due 2021 issued by CEMEX
(the “Notes”), subject to possible proration as described in
CEMEX’s Offer to Purchase dated September 29, 2016.
The following table summarizes the material pricing terms for
the Tender Offer:
Title of
Security
Issuer CUSIP / ISIN Aggregate
PrincipalAmount Outstanding(1) Dollars per
U.S.$1,000Principal Amount of Notes Base
Consideration Early Tender Premium
Total Consideration 7.250%
Senior Secured Notes due 2021 CEMEX, S.A.B. de C.V. 151290BK8
/US151290BK88P22575AF4 /USP22575AF47 U.S.$1,000,000,000
U.S.$1,045.00 U.S.$30.00 U.S.$1,075.00
(1) Includes U.S.$31,382,000 aggregate
principal amount held by CEMEX, as of the date of the Offer to
Purchase.
Proration of the 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 October 14, 2016 (the “Early Tender Date”), will be
accepted for purchase in priority to other Notes tendered after 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, subject to the other conditions in the Offer to
Purchase. On any given settlement date, if only a portion of the
tendered Notes may be accepted for purchase consistent with the
Aggregate Maximum Tender Amount, the aggregate principal amount of
the 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 an integral multiple 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. Notes tendered
prior to the Early Tender Date will have priority over those Notes
tendered after the Early Tender Date.
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 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 October 27, 2016 and whose Notes are
accepted for purchase will be entitled to receive only the Base
Consideration per U.S.$1,000 principal amount of Notes, which
amount is equal to the 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 October 14, 2016, 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.
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 October 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.$500,000,000 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), +1(212) 841-3561
(telecopy no.) or +1 (212) 841-3059 (confirmation no.); or Credit
Agricole’s Debt Capital Markets Group at +1(866) 807-6030
(toll-free), +1(212) 261-1924 (telecopy no.) 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 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 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/20160929006460/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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