Senior Notes Offering
Cemex, S.A.B. de C.V. (“Cemex”) (NYSE: CX) announced that today it issued $1,500,000,000 of its 5.750% Senior Notes due 2036 (the
“Notes”) in an underwritten public offering (the “Offering”) pursuant to an underwriting agreement (the “Underwriting Agreement”), dated June 2, 2026, among Cemex and BofA Securities, Inc., Citigroup Global
Markets Inc., Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named therein.
The Notes were issued pursuant to an indenture, dated as of June 5, 2026 (the “Base Indenture”), between Cemex and The Bank of New York
Mellon, as trustee (in such capacity, the “Trustee”), as supplemented by the first supplemental indenture, dated as of June 5, 2026 among Cemex, Cemex Corp., as note guarantor (the “Guarantor”), and the Trustee (the
“First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes are fully and unconditionally
guaranteed on a senior unsecured basis by the Guarantor.
Cemex may, at its option, redeem the Notes, in whole or in part, at any time and from time to
time prior to March 5, 2036 (the “Par Call Date”) at a redemption price equal to the greater of:
| |
(a) |
100% of the principal amount of such Notes, and |
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(b) |
(i) the sum of the present value of the remaining scheduled payments of principal and interest thereon
discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the applicable treasury rate plus 25 basis points less (ii) interest accrued to the date of redemption, plus, in either case, any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the
date of redemption. |
At any time after the Par Call Date, Cemex may, at its option, redeem the Notes, in whole or in part, at any time
and from time to time at a redemption price equal to 100% of the principal amount of such Notes plus any accrued and unpaid interest on the principal amount of the Notes, if any, to, but not including, the date of redemption. In addition, in the
event of certain changes in the applicable rate of withholding taxes on interest (or amounts deemed interest), Cemex may redeem the Notes, in whole but not in part, at a price equal to 100% of the principal amount of such Notes plus accrued and
unpaid interest and any additional amounts thereon to, but excluding, the redemption date.
If a Change of Control Triggering Event (as defined in the
First Supplemental Indenture) occurs, Cemex shall offer to purchase all or a portion (in integral multiples of $1,000) of each holder’s Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest thereon to, but not including, the date of purchase, on the terms and conditions set forth in the Indenture.
The Indenture contains customary
events of default.
Cemex expects to use the net proceeds from the sale of the Notes for general corporate purposes, which may include the repayment of
indebtedness and other financial obligations (including repayment of all or a portion of the outstanding borrowings under certain of its existing credit facilities).
The foregoing summary is qualified in its entirety by reference to the text of (i) the Underwriting Agreement, a copy of which is filed herewith as
Exhibit 1.1 and incorporated herein by reference, (ii) the Base Indenture, a copy of which is filed herewith as Exhibit 4.1 and incorporated herein by reference, (iii) the First Supplemental Indenture, a copy of which is filed herewith as
Exhibit 4.2 and incorporated herein by reference, and (iv) the Form of the 5.750% Senior Notes due 2036, a copy of which is filed herewith as Exhibit 4.3 and incorporated herein by reference.
