Mexico's Cemex begins private exchange offers for perpetual debentures

By Angela McDaniels

Tacoma, Wash., April 5 - Cemex, SAB de CV has begun four private offers to exchange its outstanding perpetual debentures for new senior secured notes issued by Cemex España, SA, Luxembourg Branch, according to a company news release.

The company is offering

• $713.75 principal amount of new dollar-denominated notes for each $1,000 principal amount of its dollar-denominated 6.196% fixed-to-floating-rate callable perpetual debentures;

• $716.25 principal amount of new dollar-denominated notes for each $1,000 principal amount of its dollar-denominated 6.64% fixed-to-floating-rate callable perpetual debentures;

• $723.75 principal amount of new dollar-denominated notes for each $1,000 principal amount of its dollar-denominated 6.722% fixed-to-floating-rate callable perpetual debentures; and

• €687.50 principal amount of either new euro-denominated notes or new dollar-denominated notes for each €1,000 principal amount of its euro-denominated 6.277% fixed-to-floating-rate callable perpetual debentures, at the option of the exchanging holder.

The exchange of euro-denominated debentures for new dollar-denominated notes will be done at 1.3468 dollar per euro, the official exchange rate published by the European Central Bank on April 1.

Holders who tender by 5 p.m. ET on April 16 will receive an additional fee of $30.00 per $1,000 principal amount or €30.00 per €1,000 principal amount.

The new dollar-denominated notes will mature in 10 years, pay a coupon of 9¼% and be callable after five years.

The new euro-denominated notes will mature in seven years, pay a coupon of 8 7/8% and be callable after four years.

The new notes will be guaranteed by Cemex, Cemex México, SA de CV and New Sunward Holding BV.

The exchange offers will expire at 11:59 p.m. ET on April 30.

Holders who want to participate in the exchange offers must consent to the proposed amendments to the indentures governing the debentures and the underlying dual-currency notes and the related amendments to some collateral documents.

Each exchange offer is subject to the receipt of consents from holders representing at least a majority of that series of debentures. None of the exchange offers is contingent on the completion of any other.

The exchange offers are being made within the United States only to "qualified institutional buyers" under Rule 144A of the Securities Act of 1933 and to persons who are not "U.S. persons" as defined in Rule 902(k) of Regulation S under the Securities Act.

Cemex is a Monterrey, Mexico-based building materials company.

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