Mexico's Cemex begins exchange offers for 4.75%, perpetual notes

By Angela McDaniels

Tacoma, Wash., Feb. 27 - Cemex, SAB de CV began private exchange offers for one series of notes and four series of perpetual debentures, according to a company filing with the London Stock Exchange.

The company is offering new dollar-denominated or euro-denominated 9 7/8% senior secured notes due 2019 issued by Cemex Espaρa, SA and guaranteed by Cemex, Cemex Mexico, SA de CV and New Sunward Holding BV. The new notes will be callable after four years.

Specifically, Cemex is offering to exchange

• Euro-denominated notes or dollar-denominated notes for the €885 million 4¾% euro-denominated notes due 2014 issued by Cemex Finance Europe BV. The total consideration is €1,000 per €1,000 principal amount tendered;

• Dollar-denominated notes for the dollar-denominated 6.196% fixed-to-floating-rate callable perpetual debentures issued by C5 Capital (SPV) Ltd. The total consideration is $630 per $1,000 principal amount tendered;

• Dollar-denominated notes for the dollar-denominated 6.64% fixed-to-floating-rate callable perpetual debentures issued by C8 Capital (SPV) Ltd. The total consideration is $730 per $1,000 principal amount tendered;

• Dollar-denominated notes for the dollar-denominated 6.722% fixed-to-floating-rate callable perpetual debentures issued by C10 Capital (SPV) Ltd. The total consideration is $755 per $1,000 principal amount tendered; and

• Euro-denominated notes or dollar-denominated for the euro-denominated 6.277% fixed-to-floating-rate callable perpetual debentures issued by C10-EUR Capital (SPV) Ltd. The total consideration is €645 per €1,000 principal amount tendered.

The total considerations noted above include an early participation fee for notes and debentures tendered by 5 p.m. ET on March 9, the early tender date. The early participation fee is €50 for the 4¾% notes and $30.00 or €30.00 for the perpetual debentures.

The exchange offers will expire at 11:59 p.m. ET on March 23.

The company will not accept for exchange any tender that would result in the issuance of less than $150,000 of dollar-denominated notes or €100,000 of euro-denominated notes.

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

Cemex is a Monterrey, Mexico-based building materials supplier and cement producer.

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