CEMEX, S.A.B. de C.V. (NYSE: CX), announced today its intention to offer
U.S. $500 million aggregate principal amount of convertible subordinated
notes due 2015 (the "Notes”), subject to market and other conditions, in
a transaction exempt from registration under the U.S. Securities Act of
1933, as amended (the "Securities Act”).
Cemex expects to grant the initial purchasers of the Notes a 30-day
over-allotment option to purchase up to U.S. $75 million additional
aggregate principal amount of Notes. The Notes will be convertible into
American Depositary Shares, or ADSs, of CEMEX based on a conversion rate
to be determined. The interest rate, conversion rate and other terms of
the Notes will be determined at the time of pricing of the offering. The
Notes will be general unsecured subordinated obligations of CEMEX and
will be subordinated to all of CEMEX’s existing and future senior debt.
In connection with the offering of the Notes, CEMEX intends to enter
into a capped call transaction with an affiliate of one of the initial
purchasers. This transaction is expected to generally reduce the
potential cost to CEMEX upon future conversion of the Notes. If the
initial purchasers exercise their over-allotment option, CEMEX may
increase the size of the capped call transaction.
CEMEX intends to use the net proceeds from the offering of the Notes to
fund the purchase of the capped call transaction, for general corporate
purposes and to repay indebtedness, which may include indebtedness under
CEMEX's Financing Agreement, as amended.
The Notes and the capped call transactions, as well as the ADSs and
CEMEX’s Certificados de Participación Ordinaria, or CPOs,
underlying such securities, have not been registered under the
Securities Act, or any applicable state securities laws. The Notes will
be offered only to qualified institutional buyers pursuant to Rule 144A
promulgated under the Securities Act. Unless so registered, the Notes
and the securities issuable upon conversion may not be offered or sold
in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there be any
sale of these securities, in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under
the securities laws of any state.
The Notes cannot be offered, sold publicly, or be the subject of
brokerage activities in Mexico. The information included in the
documents related to this offer is the sole responsibility of CEMEX and
has not been reviewed or authorized by the Comisión Nacional Bancaria y
de Valores ("CNBV”) in Mexico. The terms of the offer will be notified
to the CNBV no later than one business day after the placement date of
the Notes, only for information purposes, and will not imply
certification as to the investment quality of the Notes or to the
solvency of CEMEX.
This press release contains forward-looking statements and
information that are necessarily subject to risks, uncertainties and
assumptions. Many factors could cause the actual results, performance or
achievements of CEMEX to be materially different from those expressed or
implied in this release, including, among others, changes in general
economic, political, governmental and business conditions globally and
in the countries in which CEMEX does business, changes in interest
rates, changes in inflation rates, changes in exchange rates, the level
of construction generally, changes in cement demand and prices, changes
in raw material and energy prices, changes in business strategy and
various other factors. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described
herein. CEMEX assumes no obligation to update or correct the information
contained in this press release.
