|
|
|
(State or other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
6300
(Address of principal executive offices)
|
|
(Zip Code)
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol
|
Name of each exchange
on which registered
|
||
|
|
|
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
|
Item 8.01. |
Other Events.
|
Existing
notes to be
exchanged
(collectively,
the
“Original
Notes” and
each, a
“series”)
|
Original Notes’ ISIN /
CUSIP No.
|
Aggregate principal
amount outstanding
|
Aggregate
principal
amount
tendered
prior to the
Expiration
Date
|
Aggregate
principal
amount
tendered as a
percentage of
aggregate
principal
amount
outstanding
|
Corresponding new
notes to be issued in
exchange (collectively,
the “New Notes” and
each, a “series”)
|
New Notes’ ISIN / CUSIP
No.
|
||||||||
4.200% Guaranteed Notes due 2033 (the “Original 2033 Notes”)
|
XS0939681408
|
$50,000,000
|
$50,000,000
|
100.00%
|
$50,000,000
4.200% Senior Notes due 2033 (the “New 2033 Notes”)
|
Rule 144A Notes: US43475RAF38/ 43475RAF3
Reg S Notes: USU4335PAF63/ U4335PAF6
|
||||||||
7.125% Notes due 2036 (the “Original 2036 Notes”)
|
US505861AC85/505861AC8
|
$482,626,000
|
$444,696,000
|
92.14%
|
$444,530,000
7.125% Senior Notes due 2036 (the “New 2036 Notes”)
|
Rule 144A Notes: US43475RAG11/ 43475RAG1
Reg S Notes: USU4335PAG47/ U4335PAG4
|
||||||||
6.875% Guaranteed Notes due 2039 (the “Original 2039 Notes”)
|
Rule 144A Notes: US43474TAB98/43474TAB9
Reg S Notes: XS0455643808
|
$250,000,000
|
$191,348,000
|
76.54%
|
$191,348,000
6.875% Senior Notes due 2039 (the “New 2039 Notes”)
|
Rule 144A Notes: US43475RAH93/ 43475RAH9
Reg S Notes: USU4335PAH20/ U4335PAH2
|
||||||||
6.500% Guaranteed Notes due 2043 (the “Original 2043 Notes”)
|
Rule 144A Notes: US43475DAA54/43475DAA5
Reg S Notes: XS0970680111
|
$250,000,000
|
$238,925,000
|
95.57%
|
$238,925,000
6.500% Senior Notes due 2043 (the “New 2043 Notes”)
|
Rule 144A Notes: US43475RAJ59/ 43475RAJ5
Reg S Notes: USU4335PAJ85/ U4335PAJ8
|
||||||||
4.750% Guaranteed Notes due 2046 (the “Original 2046 Notes”)
|
Rule 144A Notes: US50587KAB70/50587KAB7
Reg S Notes: XS1493854282
|
$590,000,000
|
$553,505,000
|
93.81%
|
$553,505,000
4.750% Senior Notes due 2046 (the “New 2046 Notes”)
|
Rule 144A Notes: US43475RAK23/ 43475RAK2
Reg S Notes: USU4335PAK58/ U4335PAK5
|
||||||||
3.500% Guaranteed Notes due 2026 (the “Original 2026 Notes”)
|
Rule 144A Notes: US50587KAA97/50587KAA9
Reg S Notes: XS1493853987
|
$400,000,000
|
$325,866,000
|
81.47%
|
$325,866,000
3.500% Senior Notes due 2026 (the “New 2026 Notes”)
|
Rule 144A Notes: US43475RAL06/
43475RAL0
Reg S Notes: USU4335PAL32/ U4335PAL3
|
||||||||
(a) |
$50,000,000 aggregate principal amount of the New 2033 Notes
|
(b) |
$444,696,000 aggregate principal amount of the New 2036 Notes
|
(c) |
$191,348,000 aggregate principal amount of the New 2039 Notes
|
(d) |
$238,925,000 aggregate principal amount of the New 2043 Notes
|
(e) |
$553,505,000 aggregate principal amount of the New 2046 Notes
|
(f) |
$325,866,000 aggregate principal amount of the New 2026 Notes
|
Item 9.01. |
Financial Statements and Exhibits.
|
(d) |
Exhibits
|
Exhibit
No.
|
Exhibit
|
Supplemental Indenture, dated June 18, 2025, by and among Holcim Finance US LLC, Amrize, Holcim Ltd and The Bank of New York Mellon Trust Company, N.A., as Trustee.
|
|
Base Indenture, dated June 18, 2025, by and among Holcim Finance US LLC, Amrize, Holcim Ltd and The Bank of New York Mellon Trust Company, N.A., as Trustee.
|
|
Form of 3.500% Senior Notes due 2026 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Form of 4.200% Senior Notes due 2033 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Form of 7.125% Senior Notes due 2036 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Form of 6.875% Senior Notes due 2039 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Form of 6.500% Senior Notes due 2043 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Form of 4.750% Senior Notes due 2046 (included in Exhibit 4.1 of this Current Report on Form 8-K).
|
|
Registration Rights Agreement, dated June 18, 2025, by and among Holcim Finance US LLC, Amrize and BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets
Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC, as Dealer Managers.
|
|
104
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
|
AMRIZE LTD
|
||
Date: June 18, 2025
|
By:
|
/s/ Samuel J. Poletti
|
Samuel J. Poletti
|
||
Authorized Person
|