Obligation Cimento Tupí 9.75% ( USP9159EAA03 ) en USD

Cimento Tupí

100 % ⇌

Brésil

USP9159EAA03 ( en USD )

9.75% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

10/05/2018 - Obligation échue

Prospectus brochure de l'obligation Cimento Tupi USP9159EAA03 en USD 9.75%, échue

2 000 USD

185 000 000 USD

P9159EAA0

N/A

N/A

L'obligation a fait défaut

Cimento Tupi est une entreprise brésilienne majeure dans la production et la distribution de ciment, mortiers et autres matériaux de construction.

L'instrument financier examiné est une obligation émise par Cimento Tupi, une entité corporate brésilienne ayant levé des capitaux sur les marchés internationaux. Cette obligation, identifiée par son code ISIN USP9159EAA03 et son code CUSIP P9159EAA0, avait été initialement structurée pour offrir un taux d'intérêt annuel de 9,75%, avec des paiements de coupons semestriels, et était libellée en dollars américains (USD). L'émission totale représentait un montant de 185 000 000 USD, et l'investissement minimal pour les acquéreurs était fixé à 2 000 USD. La date d'échéance de cette obligation était le 10 mai 2018. Cependant, il est crucial de noter que Cimento Tupi a fait défaut sur cette obligation, entraînant l'arrêt des paiements de coupons et remettant en question le remboursement du principal. Bien que le prix nominal actuel sur le marché puisse être affiché à 100%, cette indication doit être interprétée dans le contexte du défaut et de la maturité dépassée, signifiant que la valeur de récupération effective pour les détenteurs est compromise et potentiellement nulle, compte tenu de l'incapacité de l'émetteur à honorer ses engagements contractuels.

OFFERING MEMORANDUM

U.S.$50,000,000
http://www.oblible.com Cimento Tupi S.A.
(incorporated in the Federative Republic of Brazil)
9.75% Senior Unsecured Notes due 2018
__________________
Cimento Tupi S.A., or the issuer, is offering U.S.$50,000,000 in aggregate principal amount of its senior unsecured notes
due May 11, 2018, or the additional notes. The additional notes will be issued under the indenture governing the U.S.$100,000,000
9.75% Senior Unsecured Notes due 2018 that we issued on May 11, 2011, or the original notes. The original notes and the additional
notes offered hereby are referred to collectively herein as the notes. The additional notes will form part of the same issue as, and be
treated as a single class for all purposes under the indenture governing the notes, and will vote together as one class on all matters
with the original notes. The original notes and the additional notes will share the same ISIN and CUSIP numbers and be fungible.
See "Listing and General Information."
The notes will mature on May 11, 2018. Interest on the additional notes will accrue from and including November 11,
2011, and interest on the notes will be payable semi-annually in arrears on each May 11 and November 11, commencing on May 11,
2012.
The issuer may redeem the notes, in whole, at any time on or after May 11, 2015, at the applicable redemption prices set
forth in this offering memorandum, plus accrued and unpaid interest. Prior to May 11, 2015, the issuer may also redeem the notes, in
whole, at a redemption price based on a "make-whole" premium plus accrued and unpaid interest. In addition, at any time on or prior
to May 11, 2014, the issuer may redeem up to 35% of the notes at a redemption price equal to 109.75% of their principal amount,
plus accrued and unpaid interest, using the proceeds of certain equity offerings. The notes also may be redeemed, in whole but not in
part, at 100% of their principal amount plus accrued and unpaid interest, at any time upon the occurrence of specified events relating
to the tax laws of Brazil, as set forth in this offering memorandum.
If a specified change of control event as described herein occurs, unless the issuer has previously exercised its option to
redeem the notes, the issuer will be required to offer to purchase the notes at the price described in this offering memorandum.
The notes will rank equally in right of payment with all other present and future senior unsecured obligations of the issuer.
We have applied to the Luxembourg Stock Exchange to admit the additional notes to listing on the Official List and to
trading on the Euro MTF Market of the Luxembourg Stock Exchange. This offering memorandum constitutes a prospectus for the
purpose of the Luxembourg Law dated July 10, 2005 on Prospectuses for Securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 16 for certain information
that you should consider before investing in the notes.
__________________________________
Price: 98.827% plus accrued interest from November 11, 2011.
__________________________________
Purchasers will be required to pay accrued interest totaling U.S.$1,164,583.33, or U.S.$23.29 per U.S.$1,000 principal
amount of additional notes, from and including November 11, 2011 to but excluding February 7, 2012, the date we expect to deliver
the additional notes.
The additional notes have not been registered under the U.S. Securities Act of 1933, as amended, or the Securities Act, or
under the securities laws of any other jurisdiction. The additional notes may not be offered or sold within the United States or to U.S.
persons, except to qualified institutional buyers as defined in Rule 144A of the Securities Act, or Rule 144A, in reliance on
Rule 144A and to certain non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers
of the additional notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For more information about restrictions on transfer of the additional notes, see "Transfer Restrictions."
Delivery of the additional notes is expected to be made to investors in book-entry form through The Depository Trust
Company, or DTC, and its participants, including Euroclear Bank S.A./N.V., or Euroclear, and Clearstream Banking, Société
anonyme, Luxembourg, or Clearstream on or about February 7, 2012.
___________________

BofA Merrill Lynch
___________________
The date of this offering memorandum is January 31, 2012.

You should only rely on the information contained in this offering memorandum. No person is authorized
to provide you with information that is different or additional from that contained in this offering
memorandum and the documents referred to herein. If anyone provides you with different or additional
information, you should not rely on it. You should assume that the information in this offering
memorandum is accurate only as of the date on the front cover of this offering memorandum, regardless of
time of delivery of this offering memorandum or any sale of the additional notes. The issuer's business,
financial condition, results of operations and prospects may change after the date on the front cover of this
offering memorandum. Neither the issuer nor Merrill, Lynch, Pierce, Fenner & Smith Incorporated, or the
initial purchaser, is making an offer to sell the additional notes in any jurisdiction where the offer or sale is
not permitted.
Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum
to "Cimento Tupi," "issuer," "we," "our," "ours," "us" or similar terms refer to Cimento Tupi S.A., a sociedade
por ações incorporated under the laws of Brazil, together with its subsidiaries.
This offering memorandum is intended solely for the purpose of soliciting indications of interest in the
additional notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants
and other provisions contained in the indenture governing the notes and other transaction documents described
herein. This offering memorandum may only be used for the purpose for which it has been published. The
information provided is not all-inclusive. The market information in this offering memorandum has been obtained
by the issuer from publicly available sources deemed by the issuer to be reliable. We accept responsibility for
correctly extracting and reproducing such information. Notwithstanding any investigation that the initial
purchaser may have conducted with respect to the information contained in this offering memorandum, the initial
purchaser accepts no liability in relation to the information contained in this offering memorandum or its
distribution or with regard to any other information supplied by or on the issuer's behalf.
The additional notes offered through this offering memorandum are subject to restrictions on
transferability and resale, and may not be transferred or resold in the United States except as permitted under the
Securities Act and applicable U.S. state securities laws pursuant to registration or exemption from such laws. You
should be aware that you may be required to bear the financial risks of this investment for an indefinite period of
time. In making an investment decision, you must rely on your own examination of the issuer's business and the
terms of this offering, including the merits and risks involved.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the additional notes or possess or distribute this offering memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the additional notes under the laws
and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers
or sales, and neither the issuer nor the initial purchaser will have any responsibility therefor.
The issuer confirms that, after having made all reasonable inquiries, this offering memorandum contains
all information with regard to the issuer and the additional notes which is material to the offering and sale of the
additional notes, that the information contained in this offering memorandum is true and accurate in all material
respects and is not misleading in any material respect and that there are no omissions of any other facts from this
offering memorandum which, by their absence herefrom, make this offering memorandum misleading in any
material respect. The issuer accepts responsibility accordingly.
This offering memorandum contains summaries intended to be accurate with respect to certain terms of
certain documents, but reference is made to the actual documents, all of which will be made available to
prospective investors upon request to the issuer or the trustee for complete information with respect thereto, and
all such summaries are qualified in their entirety by such reference.
Prospective investors hereby acknowledge that: (i) they have been afforded an opportunity to request
from the issuer and to review, and have received, all additional information considered by them to be necessary to
verify the accuracy of, or to supplement, the information contained herein, (ii) they have had the opportunity to

- i -

review all of the documents described herein, (iii) they have not relied on the initial purchaser or any of its
affiliates or subsidiaries in connection with any investigation of the accuracy of such information or their
investment decision, and (iv) no person has been authorized to give any information or to make any representation
concerning the issuer or the notes (other than as contained herein and information given by the issuer's duly
authorized officers and employees, as applicable, in connection with prospective investors' examination of the
issuer and the terms of this offering) and, if given or made, any such other information or representation should
not be relied upon as having been authorized by the issuer or the initial purchaser.
In making an investment decision, prospective investors must rely on their examination of the
issuer and the terms of this offering, including the merits and risks involved. These additional notes have
not been approved or recommended by any United States federal or state securities commission or any
other United States, Brazilian or other regulatory authority. Furthermore, the foregoing authorities have
not passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the
adequacy of this document. Any representation to the contrary is a criminal offense in the United States.

This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any
additional notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make
an offer or solicitation.
None of the issuer, the initial purchaser or any of their respective affiliates or representatives is
making any representation to any offeree or purchaser of the additional notes offered hereby regarding the
legality of any investment by such offeree or purchaser under applicable legal investment or similar laws.
Each prospective investor should consult with its own advisors as to legal, tax, business, financial and
related aspects of a purchase of the additional notes.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ("RSA") WITH THE STATE OF
NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR
CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF
THIS PARAGRAPH.

NOTICE TO RESIDENTS OF BRAZIL
The additional notes have not been and will not be registered with the Brazilian Securities Commission
(the Comissão de Valores Mobiliários or "CVM"). Any public offering or distribution, as defined under Brazilian
laws and regulations, of the additional notes in Brazil is not legal without prior registration under Law No. 6,385

- ii -

of December 7, 1976 ("Law No. 6,385"), as amended, and Instruction No. 400, issued by the CVM on December
29, 2003 ("CVM Instruction No. 400"), as amended. Documents relating to the offering of the additional notes,
as well as information contained therein, may not be supplied to the public in Brazil (as the offering of the
additional notes is not a public offering of securities in Brazil), nor be used in connection with any offer for
subscription or sale of the additional notes to the public in Brazil. Persons wishing to offer or acquire the
additional notes within Brazil should consult with their own counsel as to the applicability of registration
requirements or any exemption therefrom.

This document is being distributed to, and is only directed at, persons who (i) are outside the United
Kingdom, or (ii) are investment professionals under Article 19(5) of the Financial Services and Markets Act of
2000 (Financial Promotion) Order 2005, or (iii) are high net worth entities and other persons to whom it may
lawfully be communicated, falling under Article 49(2)(a) to (d) of the Financial Services and Markets Act of 2000
(Financial Promotion) Order 2005, all such persons together being referred to as "relevant persons." The
additional notes are only available to, and any invitation, offer or agreement to subscribe, purchase or acquire such
additional notes will only be engaged in with relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
This offering memorandum has been prepared on the basis that any offer of additional notes in any
Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of the additional notes. Accordingly, any person making or
intending to make an offer of the additional notes in that Relevant Member State may only do so in circumstances
in which no obligation arises for the issuer or the initial purchaser to publish a prospectus pursuant to Article 3 of
the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each
case, in relation to such offer. Neither the issuer nor the initial purchaser has authorized, nor do they authorize the
making of any offer of additional notes in circumstances in which an obligation arises for the issuer or the initial
purchaser to publish or supplement a prospectus for such offer. The expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. This offering
memorandum is not a "prospectus" for the purposes of the Prospectus Directive and has not been approved as
such by a competent authority in any Relevant Member State.

You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell the additional notes or possess or distribute this offering memorandum and must obtain any
consent, approval or permission required for your purchase, offer or sale of the additional notes under the laws
and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers
or sales, and neither the issuer nor the initial purchaser will have any responsibility therefor.

The additional notes will be initially issued in the form of one or more global securities registered in the
name of Cede & Co., as nominee for DTC. See "Description of the Notes."
The issuer and the initial purchaser reserve the right to withdraw the offering of the additional notes at
any time or to reject a commitment to subscribe for the additional notes, in whole or in part.

- iii -

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS ................................................................................................................. v
PRESENTATION OF FINANCIAL INFORMATION .......................................................................................... vii
SUMMARY ............................................................................................................................................................... 1
THE OFFERING ....................................................................................................................................................... 7
SUMMARY FINANCIAL AND OTHER INFORMATION .................................................................................. 11
RISK FACTORS ..................................................................................................................................................... 16
ENFORCEABILITY OF CIVIL JUDGMENTS ..................................................................................................... 28
EXCHANGE RATES .............................................................................................................................................. 29
USE OF PROCEEDS .............................................................................................................................................. 30
CAPITALIZATION ................................................................................................................................................ 31
SELECTED FINANCIAL INFORMATION .......................................................................................................... 32
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................................................ 37
THE BRAZILIAN CEMENT MARKET ................................................................................................................ 56
BUSINESS .............................................................................................................................................................. 65
MANAGEMENT .................................................................................................................................................... 86
RELATED PARTY TRANSACTIONS .................................................................................................................. 90
PRINCIPAL SHAREHOLDERS ............................................................................................................................ 91
DESCRIPTION OF THE NOTES ........................................................................................................................... 93
ERISA AND CERTAIN OTHER CONSIDERATIONS ...................................................................................... 137
TAXATION ........................................................................................................................................................... 139
PLAN OF DISTRIBUTION .................................................................................................................................. 144
TRANSFER RESTRICTIONS .............................................................................................................................. 149
LEGAL MATTERS ............................................................................................................................................... 152
INDEPENDENT ACCOUNTANTS ..................................................................................................................... 153
LISTING AND GENERAL INFORMATION ...................................................................................................... 154
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN BRAZILIAN GAAP AND
INTERNATIONAL FINANCIAL REPORTING STANDARDS ..................................................................... 155
INDEX TO FINANCIAL STATEMENTS ............................................................................................................F-1

- iv -

FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange
Act. These statements appear in a number of places in this offering memorandum, principally in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Cement
Industry" and "Business." Such estimates and forward-looking statements are primarily based on current
expectations and projections about future events and financial trends that affect, or may affect, the issuer's
business, financial condition, results of operations and prospects.
Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and
assumptions because they relate to future events and, therefore, depend on circumstances that may or may not
occur in the future. Our future results may differ materially from those expressed in or suggested by these
forward-looking statements. Many of the factors that will determine these results are beyond our ability to control
or predict. Investors are cautioned not to put undue reliance on any forward-looking statements. We do not
undertake any obligation to release publicly any revisions to forward-looking statements contained in this offering
memorandum to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
Investors should understand that the following important factors, in addition to those discussed in this
offering memorandum, could affect our future results and could cause results to differ materially from those
expressed in such forward-looking statements:
·
general economic, political and business conditions, both in Brazil and abroad;
·
our management's expectations and estimates concerning our future financial performance,
financing plans and programs, and the effects of competition;
·
our level of capitalization and debt;
·
availability and cost of funding;
·
weather conditions;
·
natural disasters and other unforeseen events;
·
our plans regarding capital expenditures;
·
anticipated trends and competition in the Brazilian cement market;
·
interest rate fluctuations, inflation and changes in the exchange rate of the real in relation to the U.S.
dollar;
·
regulatory environment, including environmental, tax and acquisition-related rules and regulations;
·
credit risk, market risk and other risks of lending and investment activities;
·
loss of clients and related lower revenues;
·
our ability to sustain or improve our operating performance and implement our business strategies
successfully;
·
unfavorable outcome of legal actions and/or administrative proceedings involving us; and
·
other risks as set forth under "Risk Factors."

- v -

The words "believe," "could," "may," "estimate," "continue," "potential," "anticipate," "intend,"
"expect," "will," "should" and "plan," among others, are intended to identify forward-looking statements.
Forward-looking statements speak only as of the date they were made and none of the issuer or the initial
purchaser undertake to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

- vi -

PRESENTATION OF FINANCIAL INFORMATION
Financial Information
The financial information included in this offering memorandum was derived from our non-consolidated
audited financial statements as of and for the years ended December 31, 2010, 2009 and 2008 and for the nine
month period ended September 30, 2010 and the unaudited interim financial information as of and for the nine
month period ended September 30, 2011, which were prepared in accordance with accounting practices adopted in
Brazil, or Brazilian GAAP. Brazilian GAAP is based on the Brazilian Corporate Law No. 6,404, as amended, or
the Brazilian Corporate Law; the rules and regulations of the CVM; and technical accounting pronouncements
issued by the Accounting Pronouncement Committee (Comitê de Pronunciamentos Contábeis), or CPC, and from
the Accounting Federal Council (Conselho Federal de Contabilidade), or CFC. Our financial statements as of
and for the years ended December 31, 2010, 2009 and 2008 and our financial information included in this offering
memorandum as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010 are non-
consolidated. We have included consolidated financial information as of and for the nine months ended
September 30, 2011 together with our non-consolidated financial information.
We adopted the modifications required by Law No. 11,638, as amended by Law No. 11,941, and the
CPC Technical Accounting Pronouncements issued during 2009 and 2010 in the preparation of our annual
financial statements as of and for the year ended December 31, 2010, with a retroactive application as from
January 1, 2009. The adoption of the CPC Technical Accounting Pronouncements did not have a material effect
on our non-consolidated financial statements and, accordingly, those financial statements are comparable.
Brazilian GAAP differs in certain significant respects from generally accepted accounting principles in
the United States, or U.S. GAAP. Brazilian GAAP also differs in some respects from International Financial
Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. For further
information on the differences between Brazilian GAAP and IFRS, please see "Description of Certain Differences
between Brazilian GAAP and International Financial Reporting Standards" presented herein.
We were not required to, and did not, produce consolidated financial statements for the years ended
December 31, 2010, 2009 and 2008. As a result of the Shareholder Restructuring, which is described in
"Summary--Shareholder Restructuring," we are required to prepare interim and annual consolidated financial
statements. We prepared our interim financial information as of and for the nine months ended September 30,
2011 on both a non-consolidated and a consolidated basis, which are included in the financial information
included elsewhere in this offering memorandum.
In this offering memorandum, unless otherwise specified, references to "R$," "real" or "reais" are to
Brazilian reais, the official currency of Brazil; references to "U.S.$," "US$," "$," "U.S. dollars" or "dollars" are
to United States dollars.
Restatement of 2010 Financial Information
The Brazilian GAAP financial information for 2010 was restated to correct the effect of slag received as
a result of the Companhia Siderúrgica Nacional, or CSN, settlement. Previously, we recognized the slag received
without cost, and after this correction, we recognized the slag based on its fair value. Accordingly, we reclassified
the amounts previously presented in cost of sales to other operating income (expenses), net. The restatement
resulted in an increase of cost of sales and a decrease in other operating expenses, net of R$4.1 million for the
year ended December 31, 2010 and R$2.4 million for the nine months ended September 30, 2010. For further
information please see note 2(ii) to our financial statements as of and for the years ended December 31, 2010 and
2009.
Changes to Brazilian GAAP
On December 28, 2007, the Brazilian Congress enacted Law No. 11,638/07, amending the Brazilian
Corporate Law and introducing new accounting rules with respect to the preparation of financial statements in

- vii -

order to facilitate the convergence of Brazilian GAAP with IFRS. During 2008, 2009, and 2010, the CPC issued
several CPC Technical Accounting Pronouncements as part of the convergence between Brazilian GAAP and
IFRS. The adoption of the CPC Technical Accounting Pronouncements did not have a material effect on our
2008, 2009, and 2010 financial statements and, accordingly, they are comparable.
Non-GAAP Measures
To be consistent with industry practice, we include certain non-GAAP financial measures which are not
recognized under Brazilian GAAP, IFRS or U.S. GAAP, as part of our financial disclosure, including "EBITDA,"
"EBITDA margin," and "Adjusted EBITDA." Accordingly, these non-GAAP items do not have standardized
meanings and may not be directly comparable to similarly-titled items adopted by other entities. Potential
investors should not rely on information not recognized under Brazilian GAAP, IFRS or U.S. GAAP as a
substitute for the GAAP measures of earnings, in making an investment decision. Additionally, our definition of
EBITDA may not be comparable to the EBITDA defined and presented by other companies.
Shareholder Restructuring
At our extraordinary shareholders' meetings on March, 21, 2011, our shareholders and the shareholders
of our then parent company, CP Cimento e Participações S.A., or CP Cimento, approved the downstream merger
of CP Cimento into us, as described in further detail below in "Summary--Shareholder Restructuring." As a
result of this downstream merger, we now have additional assets and liabilities and an additional subsidiary that
were not included in our financial statements as of and for the years ended December 31, 2010, 2009 and 2008 or
our financial information for the nine months ended September 30, 2010. Therefore, our annual financial
statements as of and for the years ended December 31, 2010, 2009 and 2008 and our financial information for the
nine months ended September 30, 2010 included in this offering memorandum do not reflect our financial
condition post-restructuring. As required by Brazilian GAAP, due to our Shareholder Restructuring our financial
information as of and for the nine months ended September 30, 2011 are presented on a consolidated basis and our
future interim and annual financial statements will be on a consolidated basis. For further information please see,
"Management's Discussion and Analysis of Financial Condition and Results of Operation--Financial
Presentation--Shareholder Restructuring."
We have not included pro forma financial information to illustrate the effects of the downstream merger
of CP Cimento into us as may be required if this offering was being made pursuant to a registration statement filed
with the SEC.
Market Information
The information contained in this offering memorandum relating to Brazil and the Brazilian economy is
based on information published by the Brazilian Central Bank (Banco Central do Brasil), or Central Bank, and by
other public entities and by independent sources, including the Brazilian Geography and Statistics Institute
(Instituto Brasileiro de Geografía e Estatística), or IBGE, among others. We have used the following sources to
obtain market share and other related data: the National Cement Industry Union (Sindicato Nacional da Indústria
do Cimento), or SNIC; the Association of Technical Standards (Associação Brasileira de Normas Técnicas), or
ABNT; the Brazilian Portland Cement Association (Associação Brasileira de Cimento Portland), or ABCP; the
Brazilian Construction Material Industry Association (Associação Brasileira da Indústria de Materiais de
Construção), or Abramat; the European Cement Association, or Cembureau.
Industry publications generally state that the information presented therein has been obtained from
sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed.
Similarly, internal surveys, industry publications or forecasts and market research, while believed to be reliable,
have not been independently verified by us or the initial purchaser, and neither we nor the initial purchaser make
any representations as to the accuracy or completeness of any such information. Additionally, all 2011 industry
data from SNIC is preliminary as of the date of this offering memorandum.

- viii -

Exchange Rates
Unless otherwise indicated, we have translated certain real amounts included in this offering
memorandum into U.S. dollars using a rate of R$1.8544 per U.S.$1.00, based on the U.S. dollar commercial
selling rate as of September 30, 2011, published by the Central Bank. See "Exchange Rates."
The U.S. dollar equivalent information presented in this offering memorandum is provided solely for
your convenience and should not be construed as implying that the amounts represent, or could have been or
could be converted into, U.S. dollars at such rates or at any other rate. The real/U.S. dollar exchange rate may
fluctuate widely and the exchange rate described in this paragraph may not be indicative of future exchange rates.
See "Exchange Rates" for information regarding real/U.S. dollar exchange rates.
Rounding
We have made rounding adjustments to reach some of the figures included in this offering memorandum.
Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures
that preceded them.

- ix -