CEMEX Announces Tender Offer For 9.625% Notes Due 2017

CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that it has commenced a tender offer (the “Tender Offer”) to purchase up to €150 million (the “Maximum Tender Amount”) of the outstanding 9.625% Senior Secured Notes due 2017 (the “2017 Notes”), issued by CEMEX Finance LLC. The Tender Offer is being made pursuant to an offer to purchase, dated as of September 25, 2013. The following table summarizes the material pricing terms for the Tender Offer:
       

 
                   

Aggregate
Early
Title of

Principal Amount
Maximum Tender Early Tender Base Tender Total
Security ISIN Outstanding Amount Date Consideration Payment Consideration

9.625% SeniorSecured Notesdue 2017

XS0473870607 /XS0473787884
€350,000,000

€150,000,000AggregatePrincipal Amount

5:00 p.m.,New York Citytime, onOctober 8,2013
€1,033.50* €30* €1,063.50*

* Per €1,000 principal amount of 2017 Notes accepted for purchase.
 

Holders of 2017 Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on October 8, 2013 (the “Early Tender Date”) and whose 2017 Notes are accepted for purchase will be entitled to receive the Total Consideration, which includes an early tender payment equal to €30 per €1,000 principal amount of 2017 Notes (the “Early Tender Payment”). Holders who tender 2017 Notes after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on October 23, 2013 (the “ Expiration Date”) and whose 2017 Notes are accepted for purchase will be entitled to receive only the Base Consideration per €1,000 principal amount of 2017 Notes, which amount is equal to the Total Consideration less the Early Tender Payment. Holders who validly tender their 2017 Notes in the Tender Offer and whose 2017 Notes are accepted for purchase will also receive accrued and unpaid interest on the 2017 Notes from the last interest payment date preceding the applicable settlement date to, but not including, such settlement date. 2017 Notes that have been validly tendered cannot be withdrawn, except, in each case, as may be required by applicable law.

If the principal amount of the 2017 Notes validly tendered exceeds the Maximum Tender Amount, the principal amount of 2017 Notes purchased will be prorated based on the principal amount tendered. If any tendered 2017 Notes are not accepted for payment, such 2017 Notes will be returned without expense to the tendering holder. If the principal amount of 2017 Notes validly tendered at or prior to the Early Tender Date exceeds the Maximum Tender Amount (i.e., the Tender Offer is “fully subscribed”) and CEMEX accepts any such 2017 Notes for purchase, CEMEX will prorate its purchase of such 2017 Notes and will not accept for purchase any 2017 Notes tendered after the Early Tender Date. In addition, if the Tender Offer is fully subscribed as of the Early Tender Date and CEMEX accepts the Maximum Tender Amount of 2017 Notes for purchase, CEMEX will not accept for purchase any 2017 Notes tendered after the Early Tender Date. If the Tender Offer is not fully subscribed as of the Early Tender Date, holders who validly tender 2017 Notes after the Early Tender Date may be subject to proration, but holders who validly tender 2017 Notes at or prior to the Early Tender Date and whose 2017 Notes are accepted for purchase will not be subject to such proration.

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