CEMEX, S.A.B. de C.V. announced the pricing of $1.0 billion of its subordinated notes with no fixed maturity denominated in U.S. Dollars (the ‘Notes'). The Notes have no fixed maturity date and will be subordinated to all senior obligations, equal in right of payment to existing subordinated notes, and senior only to equity. The Notes will bear interest semi-annually at an initial rate of 9.125% per annum, subject to the right of CEMEX to defer interest payments.

The interest rate will reset every five years commencing on June 14, 2028 (the date that is 5.25 years after the issue date). The step-up interest rate for reset periods commencing June 14, 2028 (the ‘First Step-up Date') and ending on (i) June 14, 2048 (the date that is twenty (20) years after the First Step-up Date), if by the thirtieth (30th) calendar day preceding the First Step-up Date CEMEX is assigned an Investment Grade Rating by S&P, or, if not, (ii) June 14, 2043 (the date that is fifteen (15) years after the First Step-up Date) (the ‘Second Step-up Date'), will be calculated based on the five-year U.S. Treasury plus the initial margin of 4.907% (the ‘Initial Margin') plus 0.25% (the ‘First Step-up Margin'). The step-up interest rate for reset periods commencing on and after the Second Step-up Date will be calculated based on the five-year U.S. Treasury plus the Initial Margin plus the First Step-up Margin plus 0.75%.

The Notes will be issued at a price of 100.000% of face value. CEMEX will be entitled to call the Notes prior to March 14, 2028 by paying a make-whole amount. CEMEX will also be entitled to call the Notes (i) on any day during the period commencing on and including March 14, 2028 and ending on and including the First Step-up Date, and (ii) on each interest payment date thereafter, in each case at par.

In addition, upon the occurrence of certain rating methodology, tax deductibility, withholding tax, substantial repurchase or accounting events, or a change of control resulting in a ratings decline, CEMEX will have the option to redeem, in whole but not in part, the Notes at specified redemption prices. If CEMEX does not redeem the Notes by the 90th day following the occurrence of a change of control resulting in a ratings decline, as further described in the preliminary offering memorandum, interest on the Notes will permanently increase by a rate of 5.0% per annum. The closing of the offering is expected to occur on March 14, 2023, subject to satisfaction of customary closing conditions.

CEMEX intends to allocate an amount equal to the net proceeds from the offering of the Notes to finance or refinance, in whole or in part, one or more new or existing eligible projects related to Eligible Green Projects. Eligible Green Projects include capital, operating and research and development expenditures related to pollution prevention and control, renewable energy, energy efficiency, clean transportation, sustainable water and wastewater management, and eco-efficient and/or circular economy adapted products, production technologies and processes. Neither the Notes nor the indenture governing the Notes will require the use of proceeds as Described and any failure to comply with the foregoing will not constitute a breach of, or default under, the Notes or the indenture governing the Notes.

CEMEX anticipates that the Notes will not be included in Consolidated Funded Debt when calculating the Consolidated Leverage Ratio pursuant to CEMEX's main credit agreements.