 | 2004 |
October 20, 2004 New issue of Senior Unsecured Notes for $153 million and 15 million
| Buzzi Unicem, through its 100% subsidiary Alamo Cement Company, has successfully completed the issue of $153 million and 15 million of Senior Unsecured Notes to lenders in the North American Private Placement market. Merrill Lynch acted as Advisor and Sole Agent on the transaction. Proceeds from the offering, as well as the funds deriving from the rights issue completed in August 2004, will be applied to the payment of 418.5 million related to the put option on #5,000,000 Dyckerhoff ordinary shares (equal to 24.2% of ordinary stock) granted to IMI Investments S.A. and IMI Finance Luxembourg S.A. The US Private Placement issue achieves the objectives of providing Buzzi Unicem with substantial long-term funds at favourable rates, thus further improving the overall debt maturity profile, the liquidity indices and the group's capital structure. The Notes are structured in three tranches: - a first tranche of $25 million, with bullet repayment on October 20, 2007 at the fixed annual rate of 4.41% payable semi-annually; - a second tranche of 15 million with bullet repayment on October 20, 2009, callable as from April 20, 2006, at a floating annual rate equal to 6-month Euribor plus 70 basis points payable semi-annually; - a third tranche of $128 million with final maturity on October 20, 2011 and annual amortizing principal payments as from October 20, 2005 to October 20, 2011, at the fixed annual rate of 4.90% payable semi-annually. Through a swap agreement, the two tranches in dollars and the tranche in euro have been translated into a synthetic 142 million euro denominated loan, at a floating interest rate equal to 6- month Euribor plus 55 basis points. Buzzi Unicem SpA, as Parent to Alamo Cement Company, is the guarantor of the proper fulfilment of all obligations arising from the Notes issue. Alamo Cement Company, based in San Antonio (TX), is a 100% subsidiary of Finpresa S.A., based in Luxembourg which, in turn, is a 100% Buzzi Unicem subsidiary. Out of the funds from the issue, Alamo Cement shall grant Buzzi Unicem SpA a loan of same amount, bearing interest at the rate of the Senior Unsecured Notes plus 10 basis points and equal repayment schedule. Against Buzzi Unicem's June 30, 2004 consolidated net indebtedness of 1,251.9 million, longterm debt rises as a result of the USPP from 1,483.8 million to 1,625.8 million while cash and equivalents increase from 662.1 million to 804.1 million, with unchanged short-term debt. To be reminded also that subsequent to June 30, 2004 Buzzi Unicem has successfully completed the rights issue of 205.8 million. Given the economic conditions and the transaction objectives, no risk should exist in conjunction with potential conflicts of interest with the subsidiary Alamo Cement Company. No Buzzi Unicem SpA and/or Alamo Cement Company's director has personal interests in the transaction and equally, in consequence of the transaction, no change will occur in Buzzi Unicem or its subsidiaries directors' compensation. |
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