Further Issue. These notes will be issued as additional notes and will constitute part of the same series as, vote together as a single class with, and be fungible with the US$1,250,000,000 9.50% Senior Secured Notes due 2016 originally issued on December 14, 2009 Format 144A Global Notes / Regulation S Global Notes Global Coordinator Banc of America Securities LLC Joint Bookrunners Banc of America Securities LLC Barclays Capital Inc. Citigroup Capital Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities Inc. Identifiers (144 A Notes) CUSIP 12516U AA3 ISIN US12516UAA34 Identifiers (Reg S Notes) CUSIP U12763 AB1 (temporary) ISIN USU12763AB10 (temporary) CUSIP U12763 AA3 ISIN USU12763AA37 Issue amount U.S.$500,000,000 Settlement date January 19, 2010 Final maturity December 14, 2016 Interest payment June 14 and December 14, beginning on June 14, 2010 Day count convention 360-day year consisting of twelve 30-day months Coupon 9.500% Issue price 105.250% of principal amount, plus accrued interest from December 14, 2009 (106.173611% including accrued interest) Issue yield to Maturity 8.477% Optional Redemption • Make-whole call prior to December 14, 2013, at greater of (1) 100% of principal amount of the Notes, and (2) a Make-Whole Amount. • On or after December 14, 2013, at the prices indicated below for a redemption during the twelve-month period beginning on December 14 of each of the years indicated below: 2013 104.750% 2014 102.375% 2015 and thereafter 100.000% • Prior to December 14, 2012, redemption of up to 35% of original principal amount at 109.500% of principal amount of the Notes with proceeds from equity offerings. • In the event of certain changes in the withholding tax treatment relating to payments on the Notes, at 100% of their principal amount. The Issuer shall not have the right to exercise any optional redemption at any time when the Issuer is prohibited from exercising such an option under the Financing Agreement. Use of Proceeds The estimated net proceeds from the offering of the Notes will be approximately U.S.$527.6 million. The Issuer intends to use U.S.$411 million of the net proceeds from the offerings to repay indebtedness outstanding under the Financing Agreement and the remaining net proceeds for general corporate purposes, which may include additional repayments of indebtedness, including indebtedness under the Financing Agreement. CEMEX’s total secured indebtedness will increase by approximately U.S.$116.6 million as a result of cash proceeds from the offering being retained for general corporate purposes and to the extent not applied to repay secured indebtedness. Denominations U.S.$100,000 and integral multiples of U.S.$1,000 Governing law New York Listing Luxembourg Stock Exchange – EURO MTF Clearing The Depositary Trust Company, Euroclear and Clearstream Clear Market Provision CEMEX, S.A.B de C.V. has agreed that, for a period of 90 days following the date hereof, it will not, without the prior written consent of the initial purchasers, which consent shall not be unreasonably withheld, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by it or any person in privity with it, directly or indirectly, or announce the offering of, any debt securities in the international capital markets that are issued or guaranteed by CEMEX, S.A.B de C.V. However, CEMEX, S.A.B de C.V. may at any time offer, sell, contract to sell, pledge or otherwise dispose of or announce an offering in the international capital markets of debt securities convertible into shares, CPOs or ADSs of CEMEX, S.A.B de C.V., the offering of CBs in the local Mexican market and to enter into securitization transactions. This communication is intended for the sole use of the person to whom it is provided by the sender. These securities have not been registered under the Securities Act of 1933, as amended, and may only be sold to qualified institutional buyers pursuant to Rule 144A or pursuant to another applicable exemption from registration. The information in this term sheet supplements the Company’s preliminary supplement dated January 13, 2010 (the “Preliminary Supplement”) to offering memorandum dated December 9, 2009 (the “Preliminary Memorandum”). This term sheet is qualified in its entirety by reference to the Preliminary Supplement and the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Supplement and the Preliminary Memorandum. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. In rendering this opinion, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto (other than the Company and the Mexican Subsidiaries) had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties (other than the Company and the Mexican Subsidiaries) of such documents and the validity and binding effect thereof on such parties. I have also assumed that each of the parties (other than the Company and the Mexican Subsidiaries) to the Transaction Documents (as defined herein) has been duly organized and is validly existing in good standing, if applicable, and has requisite legal status and legal capacity, under the laws of its jurisdiction of organization and that each of such parties has complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of its jurisdiction of organization) in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents, other than the laws of Mexico insofar as I express my opinions herein. In rendering this opinion I have reviewed originals or copies of the following documents (referred to herein collectively as the “Transaction Documents”):
Appears in 1 contract
Sources: Purchase Agreement (Cemex Sab De Cv)
Further Issue. These notes will be issued as additional notes and will constitute part of the same series as, vote together as a single class with, and be fungible with the US$1,250,000,000 9.50% Senior Secured Notes due 2016 originally issued on December 14, 2009 Format 144A Global Notes / Regulation S Global Notes Global Coordinator Banc of America Securities LLC Joint Bookrunners Banc of America Securities LLC Barclays Capital Inc. Citigroup Capital Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities Inc. Identifiers (144 A Notes) CUSIP 12516U AA3 ISIN US12516UAA34 Identifiers (Reg S Notes) CUSIP U12763 AB1 (temporary) ISIN USU12763AB10 (temporary) CUSIP U12763 AA3 ISIN USU12763AA37 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ Issue amount U.S.$500,000,000 Settlement date January 19, 2010 Final maturity December 14, 2016 Interest payment June 14 and December 14, beginning on June 14, 2010 Day count convention 360-day year consisting of twelve 30-day months Coupon 9.500% Issue price 105.250% of principal amount, plus accrued interest from December 14, 2009 (106.173611% including accrued interest) Issue yield to Maturity 8.477% Optional Redemption • Make-whole call prior to December 14, 2013, at greater of (1) 100% of principal amount of the Notes, and (2) a Make-Whole Amount. • On or after December 14, 2013, at the prices indicated below for a redemption during the twelve-month period beginning on December 14 of each of the years indicated below: 2013 104.750% 2014 102.375% 2015 and thereafter 100.000% • Prior to December 14, 2012, redemption of up to 35% of original principal amount at 109.500% of principal amount of the Notes with proceeds from equity offerings. • In the event of certain changes in the withholding tax treatment relating to payments on the Notes, at 100% of their principal amount. The Issuer shall not have the right to exercise any optional redemption at any time when the Issuer is prohibited from exercising such an option under the Financing Agreement. Use of Proceeds The estimated net proceeds from the offering of the Notes will be approximately U.S.$527.6 million. The Issuer intends to use U.S.$411 million of the net proceeds from the offerings to repay indebtedness outstanding under the Financing Agreement and the remaining net proceeds for general corporate purposes, which may include additional repayments of indebtedness, including indebtedness under the Financing Agreement. CEMEX’s total secured indebtedness will increase by approximately U.S.$116.6 million as a result of cash proceeds from the offering being retained for general corporate purposes and to the extent not applied to repay secured indebtedness. Denominations U.S.$100,000 and integral multiples of U.S.$1,000 Governing law New York Listing Luxembourg Stock Exchange – EURO MTF Clearing The Depositary Trust Company, Euroclear and Clearstream Clear Market Provision CEMEX, S.A.B de C.V. has agreed that, for a period of 90 days following the date hereof, it will not, without the prior written consent of the initial purchasers, which consent shall not be unreasonably withheld, offer, sell, contract to sell, pledge or otherwise dispose of or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by it or any person in privity with it, directly or indirectly, or announce the offering of, any debt securities in the international capital markets that are issued or guaranteed by CEMEX, S.A.B de C.V. However, CEMEX, S.A.B de C.V. may at any time offer, sell, contract to sell, pledge or otherwise dispose of or announce an offering in the international capital markets of debt securities convertible into shares, CPOs or ADSs of CEMEX, S.A.B de C.V., the offering of CBs in the local Mexican market and to enter into securitization transactions. * * * This communication is intended for the sole use of the person to whom it is provided by the sender. These securities have not been registered under the Securities Act of 1933, as amended, and may only be sold to qualified institutional buyers pursuant to Rule 144A or pursuant to another applicable exemption from registration. The information in this term sheet supplements the Company’s preliminary supplement dated January 13, 2010 (the “Preliminary Supplement”) to offering memorandum dated December 9, 2009 (the “Preliminary Memorandum”). This term sheet is qualified in its entirety by reference to the Preliminary Supplement and the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Supplement and the Preliminary Memorandum. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM. SCHEDULE III Forms of Opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special U.S. counsel to the Company SCHEDULE IV Form of Opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, General Counsel of the Company [INTRODUCTORY PARAGRAPH AND RELIANCE SECTIONS] In rendering this opinion, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making my examination of executed documents, I have assumed that the parties thereto (other than the Company and the Mexican Subsidiaries) had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties (other than the Company and the Mexican Subsidiaries) of such documents and the validity and binding effect thereof on such parties. I have also assumed that each of the parties (other than the Company and the Mexican Subsidiaries) to the Transaction Documents (as defined herein) has been duly organized and is validly existing in good standing, if applicable, and has requisite legal status and legal capacity, under the laws of its jurisdiction of organization and that each of such parties has complied and will comply with all aspects of the laws of all relevant jurisdictions (including the laws of its jurisdiction of organization) in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents, other than the laws of Mexico insofar as I express my opinions herein. In rendering this opinion I have reviewed originals or copies of the following documents (referred to herein collectively as the “Transaction Documents”):
Appears in 1 contract
Sources: Purchase Agreement