8-KOther EventsExhibits & Filings

Amrize Ltd 8-K Report, Corporate Update (Jun 3, 2025)

Filed June 3, 2025For Securities:AMRZ

Summary

Amrize Ltd (AMRZ) has filed an 8-K report detailing the early tender results for its debt exchange offers, conducted by Holcim Finance US LLC and guaranteed by Amrize. These offers aim to exchange existing debt securities of subsidiaries of Holcim Ltd for new notes issued by Holcim Finance US LLC. The early results indicate significant participation, with a substantial portion of several note series being tendered ahead of the early tender deadline. Notably, the 4.200% Guaranteed Notes due 2033 saw 100% of the outstanding principal amount tendered. The company also announced an increase to the CHF Cap for the 3.500% Guaranteed Notes due 2026, raising the U.S. dollar equivalent to CHF 1,530,000,000, though this series is subject to a cap that considers other tendered notes. Investors should note that the exchange offers are tied to the spin-off of Holcim Ltd's North American business, which is not contingent on the success of these debt exchanges. Holders who tendered before the early deadline are eligible to receive an "Exchange Consideration" plus an "Early Tender Premium" of $30 in new notes and $2.50 in cash per $1,000 principal amount. Those tendering after the early deadline but before the Expiration Date on June 16, 2025, will only receive the Exchange Consideration. Amrize expects the new notes to be issued on June 18, 2025, if the offers are not extended. The new notes have not been registered with the SEC and are offered only to eligible holders, primarily qualified institutional buyers (QIBs) or persons outside the United States not considered U.S. persons under Regulation S, and meeting specific European regulatory definitions.

Key Highlights

  • 1Amrize Ltd (AMRZ) announced early tender results for debt exchange offers, with substantial participation across multiple note series.
  • 2The 4.200% Guaranteed Notes due 2033 achieved 100% early tender of its $50 million outstanding principal.
  • 3Significant early tender amounts were also observed for the 7.125% Notes due 2036 ($439.19M tendered out of $482.63M outstanding) and 4.750% Guaranteed Notes due 2046 ($553.51M tendered out of $590M outstanding).
  • 4The CHF Cap for the 3.500% Guaranteed Notes due 2026 has been increased to CHF 1,530,000,000 (USD equivalent), with a condition that this cap is reduced by amounts from other tendered notes.
  • 5Eligible holders who tendered by the Early Tender Date received an 'Exchange Consideration' plus an 'Early Tender Premium' ($30 in new notes + $2.50 cash per $1,000 principal).
  • 6The Exchange Offers are part of the spin-off of Holcim Ltd's North American business and are not a condition for the spin-off itself.
  • 7The New Notes to be issued have not been registered with the SEC and are only available to 'Eligible Holders' (primarily QIBs and non-U.S. persons meeting specific criteria).

Frequently Asked Questions

This 8-K filing announces the early tender results for debt exchange offers conducted by Holcim Finance US LLC and guaranteed by Amrize Ltd (AMRZ). It provides an update on how many existing debt securities have been tendered by investors before the early deadline.

Investors who validly tendered their Original Notes by the Early Tender Date are eligible to receive the 'Total Consideration,' which includes the 'Exchange Consideration' (new notes) plus an 'Early Tender Premium' of $30 in principal amount of new notes and $2.50 in cash for every $1,000 principal amount of Original Notes tendered.

The Exchange Offers are being conducted in connection with the spin-off of Holcim Ltd's North American business. However, the filing explicitly states that the spin-off itself is not conditioned on the completion or the results of these debt exchange offers, meaning the spin-off can proceed regardless of the exchange offer's outcome.

No, the New Notes and their guarantees have not been registered with the SEC. They are being offered and sold only to 'Eligible Holders,' which include Qualified Institutional Buyers (QIBs) and persons located outside the United States who meet specific regulatory criteria. There will be no public offering of these securities in the United States.