CEMEX AnnouncesProposed Offering of
Convertible Subordinated Notes
March 23, 2010 04:40 PM Eastern Daylight Time
MONTERREY, Mexico--(EON: Enhanced Online News)--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