Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On June 18, 2025 (the “Settlement Date”), Amrize Ltd (“Amrize”) and Holcim Finance US LLC (the “Issuer”) completed their previously announced
offers
to exchange certain debt securities issued by subsidiaries of Holcim Ltd for new notes of a corresponding series issued by the Issuer and guaranteed by Amrize as summarized in the table below (the “Exchange Offers”). The results set forth in the
table below reflect the principal amounts of each series of Original Notes (as defined below) that were validly tendered and not validly withdrawn at or prior to 11:59 p.m., New York City time, on June 16, 2025 (the “Expiration Date”) and
subsequently accepted.
Existing Original Notes’ ISIN / Aggregate principal Aggregate Aggregate Corresponding new New Notes’ ISIN / CUSIP
notes to be CUSIP No. amount outstanding principal principal notes to be issued in No.
exchanged amount amount exchange (collectively,
(collectively, tendered tendered as a the “New Notes” and
the prior to the percentage of each, a “series”)
“Original Expiration aggregate
Notes” and Date principal
each, a amount
“series”) outstanding
4.200% Guaranteed Notes due 2033 (the “Original 2033 Notes”) XS0939681408 $50,000,000 $50,000,000 100.00% $50,000,000 Rule 144A Notes: US43475RAF38/ 43475RAF3
4.200% Senior Notes due 2033 (the “New 2033 Notes”) 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 Rule 144A Notes: US43475RAG11/ 43475RAG1
7.125% Senior Notes due 2036 (the “New 2036 Notes”) Reg S Notes: USU4335PAG47/ U4335PAG4
6.875% Guaranteed Notes due 2039 (the “Original 2039 Notes”) Rule 144A Notes: US43474TAB98/43474TAB9 $250,000,000 $191,348,000 76.54% $191,348,000 Rule 144A Notes: US43475RAH93/ 43475RAH9
Reg S Notes: XS0455643808 6.875% Senior Notes due 2039 (the “New 2039 Notes”) Reg S Notes: USU4335PAH20/ U4335PAH2
6.500% Guaranteed Notes due 2043 (the “Original 2043 Notes”) Rule 144A Notes: US43475DAA54/43475DAA5 $250,000,000 $238,925,000 95.57% $238,925,000 Rule 144A Notes: US43475RAJ59/ 43475RAJ5
Reg S Notes: XS0970680111 6.500% Senior Notes due 2043 (the “New 2043 Notes”) Reg S Notes: USU4335PAJ85/ U4335PAJ8
4.750% Guaranteed Notes due 2046 (the “Original 2046 Notes”) Rule 144A Notes: US50587KAB70/50587KAB7 $590,000,000 $553,505,000 93.81% $553,505,000 Rule 144A Notes: US43475RAK23/ 43475RAK2
Reg S Notes: XS1493854282 4.750% Senior Notes due 2046 (the “New 2046 Notes”) Reg S Notes: USU4335PAK58/ U4335PAK5
3.500% Guaranteed Notes due 2026 (the “Original 2026 Notes”) Rule 144A Notes: US50587KAA97/50587KAA9 $400,000,000 $325,866,000 81.47% $325,866,000 Rule 144A Notes: US43475RAL06/
Reg S Notes: XS1493853987 3.500% Senior Notes due 2026 (the “New 2026 Notes”) 43475RAL0
Reg S Notes: USU4335PAL32/ U4335PAL3
In connection with the settlement of the Exchange Offers, on the Settlement Date, the Issuer issued the following New Notes in exchange for Original Notes of the
corresponding series tendered and accepted by the Issuer:
(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
The New Notes were issued under a base indenture as supplemented by a supplemental indenture, both entered into on the Settlement Date, by and among the Issuer,
Amrize, Holcim Ltd and The Bank of New York Mellon Trust Company, N.A., as trustee.
Each series of New Notes will have the same interest rate, interest payment dates and maturity date as those of the corresponding series of Original Notes. Each series
of New Notes will have substantially the same optional redemption provisions, other than optional redemption for tax reasons, as those of the corresponding series of Original Notes. However, the terms of the New Notes will differ from the terms of
the corresponding Original Notes in certain other respects.
The Exchange Offers were conducted in connection with the spin-off of Holcim Ltd’s North American business as described in the Current Report on Form 8-K filed by
Amrize on June 2, 2025. The foregoing summary of the New Notes does not purport to be complete and is qualified in its entirety by reference to the full text of: (i) the base indenture attached as Exhibit 4.2 hereto; (ii) the supplemental indenture
attached as Exhibit 4.1 hereto; and (iii) the forms of the global notes attached as Exhibits 4.3 to 4.8, the terms of which are in each case incorporated herein by reference.
The Exchange Offers were made, and the New Notes were offered, solely to Eligible Holders on the terms and subject to the conditions set out in the Exchange Offer
Memorandum. Subject to an amendment to the terms of the Exchange Offers described in the Current Report on Form 8-K filed by Amrize on June 3, 2025 with respect to the change to the CHF Cap and the corresponding USD Cap (each as defined in such
Current Report on Form 8-K), the Exchange Offers set forth in the Exchange Offer Memorandum remained unchanged. Only holders of Original Notes who properly completed and returned an eligibility certification were authorized to receive and review
the Exchange Offer Memorandum and to participate in the Exchange Offers.
“Eligible Holders” means (a) QIBs (as such term is defined in Rule 144A under the Securities Act), or (b) persons that are outside of the United States and that (i)
are not U.S. persons (as such term is defined in Regulation S under the Securities Act) and (ii) are not (A) one (or both) of: (x) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”), (y) a
customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (B) one (or both) of: (x) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”), (y) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as
amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA.
Registration Rights Agreement
On June 18, 2025, in connection with the completion of the Exchange Offers, Amrize, the Issuer 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, entered into a registration rights agreement with respect to the New Notes (the
“Registration Rights Agreement”).
In the Registration Rights Agreement, Amrize and the Issuer agreed that they will, following the completion of the spin-off, at their expense, for the benefit of the
holders of New Notes, use their commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange each series of New Notes for new notes unconditionally
guaranteed on a senior unsecured basis by Amrize (the “RRA Notes”), which will have terms substantially identical in all material respects to the applicable series of the New Notes (except that the RRA Notes will not contain terms with respect to
transfer restrictions and additional interest, will bear different CUSIP numbers than the New Notes, will not entitle their holders to registration rights and will be subject to terms relating to book-entry procedures and administrative terms
relating to transfers that differ from those of the New Notes) and (ii) cause such exchange offer registration statement to be declared effective under the Securities Act by June 1, 2026. The Issuer and Amrize will not be required to file a
registration statement under the Registration Rights Agreement for so long as Holcim Ltd is a guarantor of the New Notes (under the indenture, Holcim Ltd will be required to guarantee the New Notes if the spin-off has not occurred by July 15, 2025
and such guarantee will automatically terminate if the spin-off occurs prior to March 23, 2026). As soon as practicable after such exchange offer registration statement is declared effective, the Issuer will offer the RRA Notes in exchange for
surrender of the New Notes.
The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Registration Rights Agreement attached as Exhibit 4.9 hereto, the terms of which are incorporated herein by reference.
The New Notes and the guarantees provided by Amrize for the New Notes have not been registered with the Securities and Exchange Commission under the Securities Act of
1933 (the “Securities Act”) or any state or foreign securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States. This Current Report on Form 8-K does not constitute an offer to purchase or a solicitation of an offer to purchase or sell
any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.