About Us - Press Release - CEMEX announces closing of offering of convertible subordinated notes
March 30, 2010
CEMEX, S.A.B. de C.V. (NYSE: CX), announced today the closing of an offering of U.S.$715 million aggregate principal amount of 4.875% convertible subordinated Notes due 2015 (the "Notes"). The aggregate principal amount of the Notes issued reflects the full exercise of the U.S.$65 million over-allotment option granted to the initial purchasers with respect to the Notes.
In connection with the offering of the Notes, CEMEX entered 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. 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 transaction, as well as CEMEX's ADSs and Certificados de Participación Ordinaria, or CPOs, underlying such securities, have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") or any applicable state securities laws. The Notes were 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.