Key terms of the securities include:
- A conversion price of MXN23.92 per CPO, calculated as the volume-weighted average price of the CPO for the 10 trading days prior to the closing of the offer multiplied by a conversion premium of approximately 1.65.
- An annual coupon of 10% payable quarterly.
- Final maturity on 28 November 2019.
- Mandatory conversion events include, among others, the price of the CPO reaching MXN35.88, or upon maturity.
- Holders will have the option to voluntarily convert, after one year of issuance, on interest payment dates.
- The Securities will have trading restrictions until 30 March 2010.
This transaction did not result in any cash proceeds to Cemex or any of its subsidiaries.
Cemex placed the securities with Mexican Pension Funds (Sociedades de Inversión Especializadas en Fondos para el Retiro, or SIEFORES) and other investors outside the United States that are not US persons in transactions exempt from registration under the US Securities Act of 1933, as amended, in exchange for outstanding debt securities (Certificados Bursátiles) previously issued in the Mexican capital markets, which will be. The Securities and the CPOs issuable upon conversion have not been and will not be registered under 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.
In addition, Cemex has announced the pricing of offerings of US$1.25 billion aggregate principal amount of US$-denominated notes and €350 million aggregate principal amount of euro denominated notes.
The US$-denominated notes mature in seven years and will pay a coupon of 9.50%, annually. The euro-denominated notes mature in eight years and will pay a coupon of 9.625%, annually.
The notes will be issued at par and will be callable commencing on their 4th anniversary. The closing of the offerings is expected to occur on 14 December 2009, subject to satisfaction of customary closing conditions.
Cemex intends to use a majority of the net proceeds from the offerings of the notes to prepay principal outstanding under the company’s debt financing agreement completed on 14 August 2009 and approximately US$400 million of the net proceeds will increase its cash balance and be used for general corporate purposes.
Each series of notes will share in the collateral pledged to the lenders under the financing agreement and will be guaranteed by Cemex and the subsidiaries which have provided guarantees under the Financing Agreement.
The notes and the guarantees thereof have not been and will not be registered under the Securities Act or any state securities laws, and they may not be offered or sold in the US absent registration or an applicable exemption from the registration requirements of the Securities Act.
Read the article online at: https://www.worldcement.com/the-americas/14122009/cemex_financial_news/