MONTERREY, Mexico--(BUSINESS WIRE)--CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that CEMEX Finance LLC (the “Issuer”), an indirect wholly-owned subsidiary of CEMEX España, S.A. (“CEMEX España”), intends to offer senior secured notes in one or more series denominated in Euros (the “Euro Notes”), subject to market and other conditions. Contemporaneous with the offering of the Euro Notes, the Issuer also may offer senior secured notes in one or more series denominated in U.S. Dollars (the “U.S. Dollar Notes”), subject to market and other conditions.
CEMEX intends to use the net proceeds from the offering of the Euro Notes to retire (i) the €130,000,000 remaining aggregate principal amount outstanding of 9.625% Senior Secured Notes due 2017, issued by the Issuer, and (ii) the €115,346,000 remaining aggregate principal amount outstanding of 8.875% Senior Secured Notes due 2017, issued by CEMEX España, acting through its Luxembourg branch, and the remainder, if any, for general corporate purposes, including the repayment of indebtedness.
If the U.S. Dollar Notes are issued, CEMEX intends to use the net proceeds from the offering of the U.S. Dollar Notes to purchase a portion of (i) the 9.250% Senior Secured Notes due 2020, issued by CEMEX España, acting through its Luxembourg branch (the “2020 CEMEX España Dollar Notes”), and (ii) the 9.000% Senior Secured Notes due 2018 issued by CEMEX (the “2018 CEMEX Dollar Notes”), with the 2020 CEMEX España Dollar Notes having priority, and the remainder, if any, for general corporate purposes, including the repayment of indebtedness. CEMEX currently expects that the purchase price of the 2020 CEMEX España Dollar Notes would be approximately U.S.$1,102.50 for each U.S.$1,000 principal amount and that the purchase price of the 2018 CEMEX Dollar Notes would be approximately U.S.$1,092.50 for each U.S.$1,000 principal amount, in each case, plus accrued interest.
The Euro Notes and any U.S. Dollar Notes would share in the collateral pledged for the benefit of the lenders under CEMEX’s Facilities Agreement, dated as of September 17, 2012, and other secured obligations having the benefit of such collateral, and would be guaranteed by CEMEX, 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 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. Any offer to purchase the 2020 CEMEX España Dollar Notes or the 2018 CEMEX Dollar Notes will be made solely on the terms and subject to the conditions set out in a separate offer to purchase directed to holders of the 2020 CEMEX España Dollar Notes and the 2018 CEMEX Dollar Notes.
The Euro Notes, any 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 any U.S. Dollar Notes will be 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.
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.
