Cemex extends exchange offers for four perpetual note series, gets needed consents for three series

By Susanna Moon

Chicago, May 3 - Cemex, SAB de CV said it extended the deadline for the four private offers to exchange its outstanding perpetual debentures for new senior secured notes issued by Cemex Espana, SA, Luxembourg Branch.

The offers will now end at 11:59 p.m. ET on May 7, extended from 11:59 p.m. ET on April 30. They began on April 5.

The company also said it received the needed consents for three of the note series.

As previously noted, Cemex 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.

As of 11:59 p.m. ET on April 30, investors had tendered $202,518,000 principal amount, or 58%, of the 6.196% debentures; $379,498,000 principal amount, or 51%, of the 6.64% debentures; $432,782,000, or 48%, of the 6.722% debentures; and €448,487,000, or 61%, of the 6.277% debentures.

At April 23, holders had tendered $200,824,000, or 57.38%, of the 6.196% debentures; $363,159,000, or 48.42%, of the 6.64% debentures; $432,985,000, or 48.11%, of the 6.722% debentures; and €447,892,000, or 61.36%, of the 6.277% debentures.

As a result, the company received the required consents from a majority of the holders of the 6.196% debentures, the 6.64% debentures and the euro notes as of April 30.

Cemex said that in light of the amount of the notes that have been tendered, and considering the interest rates for the notes not yet tendered and other current costs for other financial instruments, the company has no plans to redeem any of the perpetuals when they become redeemable.

After an initial "no call" period, which varies between five and 10 years depending on the issue date, the perpetuals are redeemable at the option of the issuer, with the earliest call date occurring in December 2011.

The company also said it plans to consider exercising its option to defer on subsequent interest dates. Completion of any of the exchange offers will preclude the deferral of the June 30 interest payment on the perpetual debentures.

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

New note terms

The company previously reduced the minimum denominations for the new notes to $70,000 from $100,000.

Holders who tendered by the early deadline of 5 p.m. ET on April 30 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 Mexico, SA de CV and New Sunward Holding BV.

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. As of April 16, the company had received the needed consents for the 6.196% debentures and the 6.277% debentures.

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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