About Us - Press Release - CEMEX announces proposed offering of convertible subordinated notes
March 23, 2010
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.