Underwriting Agreement
Exhibit 99.2
July 13, 2006
Barclays Capital Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
XXX
BNP Paribas Securities Corp.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xx.
Xxx Xxxx, XX 00000
000 Xxxxxxxxx Xx.
Xxx Xxxx, XX 00000
X.X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
As Representatives of the several Underwriters listed in Schedule 1 hereto
Ladies and Gentlemen:
Lafarge S.A., a société anonyme organized under the laws of the Republic of France (the
“Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the
“Underwriters”), for whom you are acting as representative (the “Representative”), $600,000,000
principal amount of its 6.15% Notes Due 2011, $800,000,000 principal amount of its 6.50% Notes Due
2016, and $600,000,000 principal amount of its 7.125% Notes Due 2036 having the terms set forth in
Schedule 2 hereto (the “Securities”). The Securities will be issued pursuant to an Indenture to be
dated as of July 18, 2006 (the “Indenture”) between the Company and Law Debenture Trust Company of
New York, as trustee (the “Trustee”).
Subject to the terms and conditions and in reliance upon the representations and warranties
set forth in this agreement (the “Underwriting Agreement”), the Company agrees to issue and sell
the Securities to the several Underwriters named in Schedule
1 hereto, and each Underwriter, subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, agrees, severally and not jointly, to
purchase
from the Company the respective principal amount of Securities set forth opposite such
Underwriter’s name in Schedule 1 hereto at a price equal to 99.511% of the principal amount of the
6.15% Notes due 2011, 99.138% of the principal amount of the 6.50% Notes due 2016 and 98.452% of
the principal amount of the 7.125% Notes due 2036 thereof plus accrued interest, if any, from July
18, 2006 to the Closing Date (as defined below). The Company will not be obligated to deliver any
of the Securities except upon payment for all the Securities to be purchased as provided herein.
The Company understands that the Underwriters intend to make a public offering of the
Securities as soon after the effectiveness of this Underwriting Agreement as in the judgment of the
Representative is advisable, and initially to offer the Securities on the terms set forth in the
Time of Sale Information and the Prospectus. Schedule 3 hereto sets forth information that
together with (i) the Basic Prospectus, as amended and supplemented to the date hereof, and (ii)
the Preliminary Prospectus used most recently prior to the execution of this Underwriting
Agreement, constitute the Time of Sale Information made available at the Time of Sale. The Company
acknowledges and agrees that the Underwriters may offer and sell Securities to or through any
affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by
it to or through any Underwriter.
Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx &
Xxxxxxxx, 00, xxxxxx Xxxxxxxx at 10:00 A.M., New York City time, on July 18, 2006, or at such other
time or place on the same or such other date, not later than the fifth business day thereafter, as
the Representative and the Company may agree upon in writing (the “Closing Date”).
Payment for the Securities shall be made by wire transfer in immediately available funds to
the account(s) specified by the Company to the Representative against delivery to the nominee of
The Depository Trust Company, for the account of the Underwriters, of one or more global notes
representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Company.
The Company and the Underwriters acknowledge and agree that the only information relating to
any Underwriter that has been furnished to the Company in writing by any Underwriter through the
Representatives expressly for use in the Registration Statement, the Preliminary Prospectus the
Prospectus (or any amendment or supplement thereto) any Issuer Free Writing Prospectus or any Time
of Sale Information consists of the following: the legal and marketing names of the Underwriters on
the cover page and in the first paragraph under the heading “Underwriting” in the Preliminary
Prospectus and the Prospectus, the information
contained in the third, fourth and seventh full paragraphs and “Other Relationships” under the
heading “Underwriting” in the Preliminary Prospectus and the Prospectus, and the following
information in the Final Pricing Term Sheet dated July 13, 2006: (i) the Spread to Benchmark
Treasury,(ii) Benchmark Treasury, and (iii) the Benchmark Treasury Yield.
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The Representatives agree to bear all costs incurred in connection with the public offering of
the Securities (including all legal fees, roadshows and marketing expenses, printing costs, out of
pocket expenses...), except for the Trustee’s fees, rating agencies’ fees and auditors’ fees and
expenses.
All provisions contained in the document entitled Lafarge Debt Securities Underwriting
Agreement Standard Provisions are incorporated by reference herein in their entirety and shall be
deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had
been set forth in full herein, except that if any term defined in such Underwriting Agreement
Standard Provisions is otherwise defined herein, the definition set forth herein shall control.
This Underwriting Agreement may be signed in counterparts (which may include counterparts
delivered by any standard form of telecommunication), each of which shall be an original and all of
which together shall constitute one and the same instrument.
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If the foregoing is in accordance with your understanding, please indicate your acceptance of
this Underwriting Agreement by signing in the space provided below.
| Very truly yours, | ||||||
| LAFARGE | ||||||
| By Title: |
/s/ Xxxx-Xxxxxxx Xxxxxxxx
|
|||||
Accepted: July 13, 2006
For themselves and on behalf of the
several Underwriters listed
in Schedule 1 hereto.
several Underwriters listed
in Schedule 1 hereto.
| Barclays Capital Inc. | ||||
By
|
/s/ Xxxxxx Xxxxxxx
|
|||
| BNP Paribas Securities Corp. | ||||
By
|
/s/ Xxx Xxxxxx
|
|||
| Citigroup Global Markets Inc. | ||||
By
|
/s/ Xxxxx Xxxxxxxxx
|
|||
| X.X. Xxxxxx Securities Inc. | ||||
By
|
/s/ Xxxxx Xxxxxx
|
|||
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Schedule 1
| Underwriter | Principal Amount | |||||||||||||||
| Tranche 1 | Tranche 2 | Tranche 3 | Total | |||||||||||||
Barclays Capital, Inc. |
$ | 120,000,000 | $ | 160,000,000 | $ | 120,000,000 | $ | 400,000,000 | ||||||||
BNP Paribas Securities Corp. |
$ | 120,000,000 | $ | 160,000,000 | $ | 120,000,000 | $ | 400,000,000 | ||||||||
Citigroup Global Markets Inc. |
$ | 120,000,000 | $ | 160,000,000 | $ | 120,000,000 | $ | 400,000,000 | ||||||||
X.X. Xxxxxx Securities Inc. |
$ | 120,000,000 | $ | 160,000,000 | $ | 120,000,000 | $ | 400,000,000 | ||||||||
Deutsche Bank Securities Inc. |
$ | 30,000,000 | $ | 40,000,000 | $ | 30,000,000 | $ | 100,000,000 | ||||||||
UBS Securities LLC |
$ | 30,000,000 | $ | 40,000,000 | $ | 30,000,000 | $ | 100,000,000 | ||||||||
Dresdner Kleinwort Xxxxxxxxxxx
Securities, LLC |
$ | 12,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 40,000,000 | ||||||||
Calyon Securities (USA) Inc. |
$ | 12,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 40,000,000 | ||||||||
Greenwich Capital Markets, Inc. |
$ | 12,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 40,000,000 | ||||||||
HSBC Securities (USA) Inc. |
$ | 12,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 40,000,000 | ||||||||
SG Americas Securities, LLC |
$ | 12,000,000 | $ | 16,000,000 | $ | 12,000,000 | $ | 40,000,000 | ||||||||
TOTAL |
$ | 600,000,000 | $ | 800,000,000 | $ | 600,000,000 | $ | 2,000,000,000 | ||||||||
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| Tranche 1 Notes | Schedule 2 |
| Certain Terms of the Securities: | ||
| Title of Securities: 6.15% Notes due 2011 | ||
| Aggregate Principal Amount of Securities: $600,000,000 | ||
| Maturity Date: July 15, 2011 | ||
| Interest Rate: 6.15% | ||
| Interest Payment Dates: January 15 and July 15, commencing January 15, 2007 | ||
| Redemption Provisions: | ||
| Make-whole call: At any time at a discount rate of Treasury plus 20 basis points. | ||
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| Tranche 2 Notes | Schedule 2 |
| Certain Terms of the Securities: | ||
| Title of Securities: 6.50% Notes due 2016 | ||
| Aggregate Principal Amount of Securities: $800,000,000 | ||
| Maturity Date: July 15, 2016 | ||
| Interest Rate: 6.50% | ||
| Interest Payment Dates: January 15 and July 15, commencing January 15, 2007 | ||
| Redemption Provisions: | ||
| Make-whole call: At any time at a discount rate of Treasury plus 25 basis points. | ||
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| Tranche 3 Notes | Schedule 2 |
| Certain Terms of the Securities: | ||
| Title of Securities: 7.125% Notes due 2036 | ||
| Aggregate Principal Amount of Securities: $600,000,000 | ||
| Maturity Date: July 15, 2036 | ||
| Interest Rate: 7.125% | ||
| Interest Payment Dates: January 15 and July 15, commencing January 15, 2007 | ||
| Redemption Provisions: | ||
| Make-whole call: At any time at a discount rate of Treasury plus 30 basis points. | ||
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Schedule 3
The Final Pricing Term Sheet substantially in the form of Schedule 4 to the Underwriting Agreement
or containing substantially the same information as contained in Schedule 4
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Schedule 4
Pricing Term Sheet
Issuer: |
Lafarge, S.A. | |
Size: |
$600,000,000 | |
Maturity: |
July 15, 2011 | |
Coupon: |
6.15% | |
Price: |
99.861% of face amount | |
Yield to maturity: |
6.183% | |
Spread to Benchmark Treasury: |
+112 basis points | |
Benchmark Treasury: |
5.125% due 6/30/2011 | |
Benchmark Treasury Yield: |
5.063% | |
Interest Payment Dates: |
January 15 and July 15, commencing January 15, 2007 | |
Redemption Provisions: |
At any time at a discount rate of Treasury plus 20 basis points | |
Settlement: |
T+3; July 18, 2006 | |
CUSIP: |
505861 AA 2 | |
ISIN |
US505861AA20 | |
Ratings: |
Baa2 by Xxxxx’x Investor Services, Inc. and BBB by Standard & Poor’s Rating Services |
Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
toll-free 1-888-227-2275 ext. 2663.
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Pricing Term Sheet
Issuer: |
Lafarge, S.A. | |
Size: |
$800,000,000 | |
Maturity: |
July 15, 2016 | |
Coupon: |
6.50% | |
Price: |
99.588% of face amount | |
Yield to maturity: |
6.557% | |
Spread to Benchmark Treasury: |
+147 basis points | |
Benchmark Treasury: |
5.125% due 5/15/2016 | |
Benchmark Treasury Yield: |
5.087% | |
Interest Payment Dates: |
January 15 and July 15, commencing January 15, 2007 | |
Redemption Provisions: |
At any time at a discount rate of Treasury plus 25 basis points | |
Settlement: |
T+3; July 18, 2006 | |
CUSIP: |
505861 AB 0 | |
ISIN |
US505861AB03 | |
Ratings: |
Baa2 by Xxxxx’x Investor Services, Inc. and BBB by Standard & Poor’s Rating Services |
Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
toll-free 1-888-227-2275 ext. 2663.
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Pricing Term Sheet
Issuer: |
Lafarge, S.A. | |
Size: |
$600,000,000 | |
Maturity: |
July 15, 2036 | |
Coupon: |
7.125% | |
Price: |
99.327% of face amount | |
Yield to maturity: |
7.18% | |
Spread to Benchmark Treasury: |
+200 basis points | |
Benchmark Treasury: |
5.375% due 2/15/2006 | |
Benchmark Treasury Yield: |
5.18% | |
Interest Payment Dates: |
January 15 and July 15, commencing January 15, 2007 | |
Redemption Provisions: |
At any time at a discount rate of Treasury plus 30 basis points | |
Settlement: |
T+3; July 18, 2006 | |
CUSIP: |
000000 XX 0 | |
XXXX |
XX000000XX00 | |
Ratings: |
Baa2 by Xxxxx’x Investor Services, Inc. and BBB by Standard & Poor’s Rating Services |
Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
toll-free 1-888-227-2275 ext. 2663.
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