Amrize Ltd美股招股说明书(2025-11-19版)

Exchange Offers for $325,866,000 3.500% Senior Notes due 2026$700,000,000 4.600% Senior Notes due 2027$700,000,000 4.700% Senior Notes due 2028$1,000,000,000 4.950% Senior Notes due 2030$50,000,000 4.200% Senior Notes due 2033$1,000,000,000 5.400% Senior Notes due 2035$444,530,000 7.125% Senior Notes due 2036$191,348,000 6.875% Senior Notes due 2039$238,925,000 6.500% Senior Notes due 2043$553,505,000 4.750% Senior Notes due 2046 Issued by Amrize Finance US LLC and guaranteed by Amrize Ltd Terms of the Exchange Offers •We are offering to exchange up to: ○$325,866,000 of our outstanding 3.500% Senior Notes due 2026 (the “2026 initial notes”) for a like amount of our registered3.500% Senior Notes due 2026 (the “2026 exchange notes” and, together with the 2026 initial notes, the “2026 notes”);○$700,000,000 of our outstanding 4.600% Senior Notes due 2027 (the “2027 initial notes”) for a like amount of our registered4.600% Senior Notes due 2027 (the “2027 exchange notes” and, together with the 2027 initial notes, the “2027 notes”);○$700,000,000 of our outstanding 4.700% Senior Notes due 2028 (the “2028 initial notes”) for a like amount of our registered4.700% Senior Notes due 2028 (the “2028 exchange notes” and, together with the 2028 initial notes, the “2028 notes”);○$1,000,000,000 of our outstanding 4.950% Senior Notes due 2030 (the “2030 initial notes”) for a like amount of our registered4.950% Senior Notes due 2030 (the “2030 exchange notes” and, together with the 2030 initial notes, the “2030 notes”);○$50,000,000 of our outstanding 4.200% Senior Notes due 2033 (the “2033 initial notes”) for a like amount of our registered4.200% Senior Notes due 2033 (the “2033 exchange notes” and, together with the 2033 initial notes, the “2033 notes”);○$1,000,000,000 of our outstanding 5.400% Senior Notes due 2035 (the “2035 initial notes”) for a like amount of our registered5.400% Senior Notes due 2035 (the “2035 exchange notes” and, together with the 2035 initial notes, the “2035 notes”);○$444,530,000 of our outstanding 7.125% Senior Notes due 2036 (the “2036 initial notes”) for a like amount of our registered7.125% Senior Notes due 2036 (the “2036 exchange notes” and, together with the 2036 initial notes, the “2036 notes”); TABLE OF CONTENTS ○$191,348,000 of our outstanding 6.875% Senior Notes due 2039 (the “2039 initial notes”) for a like amount of our registered6.875% Senior Notes due 2039 (the “2039 exchange notes” and, together with the 2039 initial notes, the “2039 notes”);○$238,925,000 of our outstanding 6.500% Senior Notes due 2043 (the “2043 initial notes”) for a like amount of our registered6.500% Senior Notes due 2043 (the “2043 exchange notes” and, together with the 2043 initial notes, the “2043 notes”); and○$553,505,000 of our outstanding 4.750% Senior Notes due 2046 (the “2046 initial notes”) for a like amount of our registered4.750% Senior Notes due 2046 (the “2046 exchange notes” and, together with the 2046 initial notes, the “2046 notes”).•The term “exchange notes” refers collectively to the 2026 exchange notes, 2027 exchange notes, 2028exchange notes, 2030exchange notes, 2033 exchange notes, 2035 exchange notes, 2036 exchange notes, 2039 exchange notes, 2043 exchange notesand 2046 exchange notes. The term “initial notes” refers collectively to the 2026 initial notes, 2027 initial notes, 2028 initialnotes, 2030 initial notes, 2033initial notes, 2035 initial notes, 2036 initial notes, 2039 initial notes, 2043 initial notes and2046initial notes. The term “notes” refers to both exchange notes and initial notes.•We are making the exchange offers to satisfy your registration rights, as a holder of the initial notes, pursuant to registrationrights agreements that we entered into in connection with the issuance of the initial notes.•Each exchange offer will expire at 5:00 p.m., New York City time, on December18, 2025, unless extended.•If all the conditions to an exchange offer are satisfied, we will exchange all of our relevant initial notes that are validlytendered and not withdrawn in such exchange offer for the relevant exchange notes.•You may withdraw your tender of initial notes at any time before the expiration of the relevant exchange offer.•The exchange notes that we will issue you in exchange for your initial notes will be substantially identical to your initial notesexcept that, unlike your initial notes, the exchange notes will have no transfer restrictions or registration rights.•The exchange notes that we will issue you in exchange for your initial notes are new securities with no established market fortrading. Terms of the Exchange Notes •The 2026 exchange notes will mature on September22, 2026. Interest on the 2026 exchange notes will accrue at the rate of3.500% per annum. We will pay interest on the 2026 exchange notes semi-annually in arrears on March22 and September22of each year, commencing on March22, 2026, to the holders of record of the 2026 exchange notes at the close of business