CRH PUBLIC LTD CO false 0000849395 0000849395 2025-01-09 2025-01-09 0000849395 us-gaap:CommonStockMember 2025-01-09 2025-01-09 0000849395 crh:FivePointTwoPercentGuaranteedNotesDue2029Member 2025-01-09 2025-01-09 0000849395 crh:SixPointFourPercentNotesDue2033Member 2025-01-09 2025-01-09 0000849395 crh:FivePointFourPercentGuaranteedNotesDue2034Member 2025-01-09 2025-01-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2025

 

 

CRH public limited company

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-32846   98-0366809
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Stonemason’s Way, Rathfarnham,

Dublin 16, D16 KH51

Ireland

(Address of principal executive offices)

+353 1 404 1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d 2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange
on which registered

Ordinary Shares of €0.32 each   CRH   New York Stock Exchange
5.200% Guaranteed Notes due 2029   CRH/29   New York Stock Exchange
6.400% Notes due 2033   CRH/33A   New York Stock Exchange
5.400% Guaranteed Notes due 2034   CRH/34   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act ☐

 

 

 


Item 8.01

Other Events.

Offerings of U.S. Dollar Guaranteed Notes

On January 9, 2025, CRH America Finance, Inc. (“America Finance”), a wholly owned subsidiary of CRH public limited company (“CRH plc”), completed the issuance and sale of the securities described below pursuant to an underwriting agreement, dated as of January 6, 2025, between CRH plc, America Finance and BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, as representatives of the several underwriters named therein (the “America Finance Underwriting Agreement”). Pursuant to the America Finance Underwriting Agreement, America Finance agreed to issue and sell to the underwriters named therein (i) $1,250,000,000 aggregate principal amount of 5.500% Guaranteed Notes due 2035 (the “2035 notes”) and (ii) $500,000,000 aggregate principal amount of 5.875% Guaranteed Notes due 2055 of America Finance (the “2055 notes” and together with the 2035 notes, the “America Finance Notes”), fully and unconditionally guaranteed by CRH plc as to the principal, interest, premium, if any, and any other amounts payable in respect of them. The America Finance Notes were issued in an offering registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and issued pursuant to an Indenture, dated as of May 21, 2024, between CRH plc, America Finance and The Bank of New York Mellon, as trustee, and an officer’s certificate, dated as of January 9, 2025, by America Finance and CRH plc with respect to the America Finance Notes (such indenture, the “America Finance Indenture” and such officer’s certificate, the “America Finance Officer’s Certificate”).

Also on January 9, 2025, CRH SMW Finance Designated Activity Company (“SMW Finance DAC”), a wholly owned subsidiary of CRH plc, completed the issuance and sale of the securities described below pursuant to an underwriting agreement, dated as of January 6, 2025, between CRH plc, SMW Finance DAC and BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, as representatives of the several underwriters named therein (the “SMW Finance DAC Underwriting Agreement” and together with the America Finance Underwriting Agreement, the “Underwriting Agreements”). Pursuant to the SMW Finance DAC Underwriting Agreement, SMW Finance DAC agreed to issue and sell to the underwriters named therein $1,250,000,000 aggregate principal amount of 5.125% Guaranteed Notes due 2030 of SMW Finance DAC (the “2030 Notes” and together with the America Finance Notes, the “Notes”). The 2030 Notes are fully and unconditionally guaranteed by CRH plc as to the principal, interest, premium, if any, and any other amounts payable in respect of them. The 2030 Notes were issued in an offering registered under the Securities Act, and issued pursuant to an Indenture, dated as of May 21, 2024, between CRH plc, SMW Finance DAC and The Bank of New York Mellon, as trustee, and an officers’ certificate, dated as of January 9, 2025, by SMW Finance DAC and CRH plc with respect to the 2030 Notes (such indenture, together with the America Finance Indenture, the “Indentures” and such officer’s certificate, together with the America Finance Officer’s Certificate, the “Officer’s Certificates”).

The net proceeds of the offerings of Notes are expected to be used for general corporate purposes.

The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Indentures, filed as Exhibits 4.1 and 4.2 hereto, the Underwriting Agreements, filed as Exhibits 1.1 and 1.2 hereto, the Officer’s Certificates, filed as Exhibits 4.3 and 4.4 hereto, and the forms of global notes evidencing the Notes included therein, each of which are incorporated herein by reference. In connection with the issuance and sale of the Notes, legal opinions regarding the validity of the Notes are filed as Exhibits 5.1 to 5.4 to this Form 8-K for the purpose of incorporating such opinions into the Registration Statement of CRH plc on Form S-3 (No. 333-279349).


Item 9.01

Financial Statement and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Exhibit Description

 1.1    Underwriting Agreement, dated as of January 6, 2025, between CRH plc, CRH America Finance, Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, as representatives of the several underwriters named therein.
 1.2    Underwriting Agreement, dated as of January 6, 2025, between CRH plc, CRH SMW Finance DAC and BofA Securities, Inc., J.P. Morgan Securities LLC and SG Americas Securities, LLC, as representatives of the several underwriters named therein.
 4.1    Indenture, dated as of May 21, 2024, between CRH plc, CRH America Finance, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 21, 2024).
 4.2    Indenture, dated as of May 21, 2024, between CRH plc, CRH SMW Finance DAC and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 21, 2024).
 4.3    Officer’s Certificate of CRH America Finance, Inc. and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated January 9, 2025, setting forth the terms of (i) the 5.500% Guaranteed Notes due 2035 and (ii) the 5.875% Guaranteed Notes due 2055.
 4.4    Officer’s Certificate of CRH SMW Finance DAC and CRH plc pursuant to Sections 102 and 301 of the Indenture, dated January 9, 2025, setting forth the terms of the 5.125% Guaranteed Notes due 2030.
 4.5    Form of 5.500% Guaranteed Notes due 2035 (included in Exhibit 4.3).
 4.6    Form of 5.875% Guaranteed Notes due 2055 (included in Exhibit 4.3).
 4.7    Form of 5.125% Guaranteed Notes due 2030 (included in Exhibit 4.4).
 5.1    Opinion of Arthur Cox LLP, relating to the (i) 5.500% Guaranteed Notes due 2035 and (ii) 5.875% Guaranteed Notes due 2055.
 5.2    Opinion of Arthur Cox LLP, relating to the 5.125% Guaranteed Notes due 2030.
 5.3    Opinion of Sullivan & Cromwell LLP, relating to the (i) 5.500% Guaranteed Notes due 2035 and (ii) 5.875% Guaranteed Notes due 2055.
 5.4    Opinion of Sullivan & Cromwell LLP, relating to the 5.125% Guaranteed Notes due 2030.
23.1    Consent of Arthur Cox LLP (included in Exhibit 5.1).
23.2    Consent of Arthur Cox LLP (included in Exhibit 5.2).
23.3    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.3).
23.4    Consent of Sullivan & Cromwell LLP (included in Exhibit 5.4).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 10, 2025

 

CRH public limited company

/s/ Alan Connolly

By:   Alan Connolly
Title:   Interim Chief Financial Officer

Exhibit 1.1

EXECUTION VERSION

 

 

 

CRH AMERICA FINANCE, INC.

$1,250,000,000 5.500% Guaranteed Notes due 2035

$500,000,000 5.875% Guaranteed Notes due 2055

UNDERWRITING AGREEMENT

Dated: January 6, 2025

 

 

 


CRH AMERICA FINANCE, INC.

$1,250,000,000 5.500% Guaranteed Notes due 2035

$500,000,000 5.875% Guaranteed Notes due 2055

UNDERWRITING AGREEMENT

January 6, 2025

BofA Securities, Inc.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

As Representatives of the several Underwriters

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o SG Americas Securities, LLC

245 Park Avenue

New York, NY 10167

Ladies and Gentlemen:

CRH America Finance, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and CRH plc, a corporation organized under the laws of the Republic of Ireland (the “Guarantor”), confirm their agreement with BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“JPM”), SG Americas Securities, LLC (“SG”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof, for whom BofA, JPM and SG are acting as representatives (in such capacity, the “Representatives”)), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts, if any, set forth in Exhibit A hereto opposite the name of such Underwriter of $1,250,000,000 aggregate principal amount of the Company’s 5.500% Guaranteed Notes due 2035 (the “2035 Securities”) and $500,000,000 aggregate principal amount of the Company’s 5.875% Guaranteed Notes due 2055 (the “2055 Securities” and, together with the 2035 Securities, the “Securities”), with the Guarantees (as defined below) of the Guarantor endorsed thereon. The Securities will be issued pursuant to an Indenture dated as of May 21, 2024 (the “Indenture”) between the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). The Securities shall be fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest (the “Guarantees”) by the Guarantor. As used herein the Securities include the Guarantees appertaining thereto, except where context requires otherwise. Certain terms used in this Underwriting Agreement (the “Agreement”) are defined in Section 14 hereof.

 

1


The Company understands that the relevant Underwriters propose to make a public offering of the relevant Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has prepared and previously delivered to you a preliminary prospectus supplement dated January 6, 2025 relating to the Securities and a related prospectus dated May 10, 2024 (the “Base Prospectus”). Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated January 6, 2025 (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “Prospectus.”

The Company and the Guarantor will prepare a listing application (including the documents and information incorporated by reference therein, the “Listing Application”) to NYSE for the Securities to be admitted for listing.

Each of the Company and the Guarantor hereby confirms that it has authorized the use of the Registration Statement, the General Disclosure Package, the Prospectus and any additional written documentation in connection with the offer and sale of Securities by the Underwriters in the manner contemplated by this Agreement.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. Each of the Company and the Guarantor jointly and severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, except for any representation and warranty that speaks as of a specific date, in which case such representation and warranty is made only as of such date, and agrees with each Underwriter, as follows:

(1) Status as a Well-Known Seasoned Issuer.

(i) (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the

 

2


Company, the Guarantor or any person acting on their behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, each of the Company and the Guarantor was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Guarantor on such an “automatic shelf registration statement.” Neither the Company nor the Guarantor have received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of an automatic shelf registration statement.

(ii) Any written communication that was an offer relating to the Securities made by the Company or the Guarantor or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

(2) Compliance with Registration Requirements. The Company and the Guarantor meet the requirements for use of Form S-3 under the 1933 Act and the Securities at the Closing Time will be duly registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantor, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on May 10, 2024.

(3) Registration Statement, Prospectus and Disclosure at Time of Sale.

(i) Registration Statement. At the respective times that the Registration Statement and any amendments thereto became effective, at any time subsequent to the filing of the Registration Statement that the Guarantor filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Time, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, subject to sub-section (iv) below.

 

3


(ii) Prospectus. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Time, and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations.

(iii) General Disclosure Package and Issuer Free Writing Prospectus.

As of the Applicable Time and as of each time prior to the Closing Time that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) (1) the Pricing Term Sheets (as defined in Section 3(m) below), (2) any other Issuer General Use Free Writing Prospectus, if any, issued at or prior to the Applicable Time and (3) the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below.

Each Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus that has not been superseded or modified, subject to sub-section (iv) below.

(iv) The representations and warranties in the preceding sub-sections (i), (ii) and (iii) of this Section 1(a)(3) do not apply to statements in or omissions from (y) the Registration Statement, Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6 hereof or (z) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act.

(v) At the respective times that the Registration Statement or any amendment thereto were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, neither the Company nor the Guarantor was and is an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405.

 

4


The copies of the Registration Statement and any amendments to any of the foregoing and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

(4) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, at the respective times they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and, when read together with the other information in the Registration Statement, the Pre-Pricing Prospectus and Prospectus, as applicable, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(5) Independent Accountants. Deloitte LLP are independent public accountants with respect to the Guarantor, as required by the 1933 Act and the PCAOB.

(6) Financial Statements. The financial statements of the Guarantor and its consolidated subsidiaries, and the related notes thereto, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects, the consolidated financial position of the Guarantor and its consolidated subsidiaries as of the dates indicated and the results of its operations and the changes in its consolidated cash flows for the periods specified; and all such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 and 1934 Acts and Regulations, as applicable.

(7) No Material Adverse Change in Business. Since the date of the latest audited financial statements of the Guarantor and its consolidated subsidiaries included in the General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date hereof), there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change in the financial condition, business, operations, or results of operations of the Guarantor and its subsidiaries, taken as a whole otherwise than as set forth, incorporated by reference or contemplated in the General Disclosure Package and the Prospectus; and except as set forth, incorporated by reference or contemplated in the General Disclosure Package and the Prospectus neither the Guarantor nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Guarantor and its subsidiaries taken as a whole.

 

5


(8) Good Standing of the Company. Each of the Company and the Guarantor has been duly incorporated and is validly existing and, if applicable, in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(9) Compliance with Law. The Company, the Guarantor and its subsidiaries are in compliance with any applicable law, regulation, directive, code and order, except where failure to comply with such law, regulation, directive, code or order does not have, or could not reasonably be expected to have, a material adverse effect on the financial condition, business, operations, or results of operations of the Guarantor and its subsidiaries, taken as a whole.

(10) Good Standing of Subsidiaries. Each of the Guarantor’s Significant Subsidiaries (as that term is defined in Regulation S-X under the 1933 Act), if any, has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; and all the outstanding shares of capital stock of each Significant Subsidiary of the Guarantor have been duly authorized and validly issued, are fully-paid and non-assessable, and (except in the case of non-United States subsidiaries, for directors’ qualifying shares or as described in the Registration Statement, the General Disclosure Package and the Prospectus) are owned, as the case may be, by the Guarantor, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims.

(11) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor.

(12) The Securities. The Securities have been duly authorized, and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and will be entitled to the benefits of the Indenture.

(13) The Indenture. The Indenture has been duly authorized, and, at the Closing Time, will have been duly executed and delivered by each of the Company and the Guarantor and assuming due authorization, execution and delivery by the Trustee, when executed, issued and delivered by the Company, the Guarantor and Trustee as contemplated hereby will constitute a valid and legally binding instrument and enforceable against the Company and the Guarantor in accordance with its terms, subject to bankruptcy, examinership, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the 1939 Act.

 

6


(14) Description of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

(15) Guarantees. The Guarantees have been duly authorized by the Guarantor and, when executed, issued and delivered by the Guarantor as contemplated hereby and by the Indenture, will constitute the valid and binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, examinership, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

(16) Absence of Defaults and Conflicts. The issue and sale of the Securities, the execution and delivery by the Company or the Guarantor, as the case may be, of, and the performance by the Company and the Guarantor of all their obligations under, the Indenture, this Agreement and the Securities will not (x) contravene the provisions of the Memorandum and Articles of Association or similar constituent document of the Company, the Guarantor or any Significant Subsidiary, (y) contravene applicable laws of Ireland or the United States, including any state thereof or the District of Columbia having jurisdiction over the Company, the Guarantor or any Significant Subsidiary except for such contraventions as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole or (z) conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a material default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the Guarantor or any Significant Subsidiary is a party or by which the Company, the Guarantor or any Significant Subsidiary is bound except for such agreements the contravention of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company or the Guarantor of the transactions contemplated by this Agreement or the Indenture, except (A) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained by the Company or the Guarantor, as applicable, and are in full force and effect, (B) as may be required under the blue sky (or similar) laws of any jurisdiction in which the Securities are offered or sold and (C) the filing with, and the approval by, NYSE of the Listing Application.

 

7


(17) Absence of Proceedings. Other than as set forth in the General Disclosure Package and the Prospectus, there are no legal or governmental proceedings to which the Company, the Guarantor or any of its subsidiaries is a party or of which any property of the Company, the Guarantor or any of its subsidiaries is the subject which individually or in the aggregate is likely to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole.

(18) Investment Company Act. Each of the Company and the Guarantor is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the General Disclosure Package and the Prospectus, will not be required to register as an “investment company” within the meaning of the 1940 Act and the rules and regulations of the Commission thereunder.

(19) Possession of Licenses and Permits. Each of the Guarantor and its Significant Subsidiaries owns, possesses or has obtained all licenses, permits, concessions, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all United States, Irish and other federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, whether in the United States, Ireland or elsewhere, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as described in the Prospectus except where the failure to possess such licenses or authorizations would not reasonably be expected to have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.

(20) Environmental Laws. To the knowledge of the Guarantor after due inquiry, the Guarantor and its subsidiaries (i) are in compliance with any and all applicable United States, Irish and other federal, state and local laws and regulations relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses or operations and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, financial position, earnings, stockholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole.

(21) Interest. All interest on the Securities may, under the current law and regulations applicable in the United States and in Ireland be paid in United States dollars or in a currency which may be converted into United States dollars and that may be freely transferred, in the case of interest paid in Ireland, out of Ireland; except as described in the General Disclosure Package and Prospectus, such interest will not be subject to withholding or other taxes under the laws applicable in Ireland and is otherwise free of any other tax or deduction in Ireland without the necessity of obtaining any consent, approval, authorization, order, license, registration or qualification of any governmental authority or body having jurisdiction over the Company or the Guarantor.

 

8


(22) Stamp Tax. No ad valorem stamp duty, stamp duty reserve tax or issue, documentary, certification or other similar tax imposed by any government department or other taxing authority of or in Ireland is payable in connection with the issue, sale or delivery of the Securities to the Underwriters, the sale and delivery of the Securities outside Ireland by the Underwriters to third parties or the execution and delivery of any of the Indenture, Securities or this Agreement.

(23) Accounting and Disclosure Controls. The Guarantor and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the 1934 Act) that comply with the requirements of the 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Guarantor and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, there are no material weaknesses or significant deficiencies in the Guarantor’s internal controls.

(24) Absence of Manipulation. Neither the Company nor the Guarantor has taken and neither will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities, provided, however, the Company and the Guarantor make no such representation or warranty with respect to actions of any Underwriters or any affiliates or agents of any Underwriters.

(25) No Unlawful Payments. None of the Company, the Guarantor, or any of its subsidiaries, nor, to the knowledge of the Company and the Guarantor, any director, officer, employee of the Company or any of its subsidiaries, any agent, affiliate or other person associated with or acting on behalf of the Company, the Guarantor, or any of its subsidiaries has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any

 

9


person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company, the Guarantor and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(26) Compliance with Anti-Money Laundering Laws. The operations of the Company, the Guarantor and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company, the Guarantor or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or the Guarantor, threatened.

(27) No Conflicts with Sanctions Laws. None of the Company, the Guarantor, or any of its subsidiaries, directors or officers, nor, to the knowledge of the Company or the Guarantor any employees, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority with oversight of the Company, the Guarantor, or any of its subsidiaries (collectively, “Sanctions”), nor is controlled by an individual or entity that is currently subject to Sanctions, nor is the Company, the Guarantor or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea (each, a “Sanctioned Country”); and the Company and the Guarantor will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in or with any country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any

 

10


Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past ten years, the Company, the Guarantor and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except to the extent that such activity or business was or is lawful under applicable sanctions laws, specific or general license or other permit, exemption or authorization from the applicable governmental authorities (such authorities to include, at all times, applicable governmental authorities in the U.S.).

(28) Offering Materials. Without limitation to the provisions of Section 15 hereof, neither the Company nor the Guarantor has distributed and neither will distribute, directly or indirectly (other than through the Underwriters), any “written communication” (as defined Rule 405 under the 1933 Act) or other offering materials in connection with the offering or sale of the Securities, other than the Pre-Pricing Prospectus, the Prospectus, any amendment or supplements to any of the foregoing that are filed with the SEC and any Permitted Free Writing Prospectuses (as defined in Section 15).

(b) FSMA. Each of the Underwriters, severally and not jointly, represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) The Securities. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Securities, subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the relevant purchase price set forth below, the aggregate principal amounts of the 2035 Securities and the 2055 Securities, if any, set forth opposite such Underwriter’s name in Exhibit A hereto, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.

The purchase price per 2035 Security to be paid by an Underwriter of the 2035 Securities shall be an amount equal to 99.535% of the aggregate principal amount of such Securities set forth in Exhibit A hereto opposite the name of such Underwriter plus accrued interest, if any, from January 9, 2025 to the Closing Time. The purchase price per 2055 Security to be paid by an Underwriter of the 2055 Securities shall be an amount equal to 99.055% of the aggregate principal amount of such Securities set forth in Exhibit A hereto opposite the name of such Underwriter, plus accrued interest, if any, from January 9, 2025 to the Closing Time.

(b) Payment. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, no later than 12:00 P.M. (New York City time), on January 9, 2025 (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the Company may otherwise agree in writing) (such time and date of payment and delivery being herein called the “Closing Time”). As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

 

11


It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JPM, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

(c) Delivery of Securities. Payment for the Securities shall be made against delivery to Cede & Co., as nominee of DTC for the respective accounts of one or more of the several Underwriters of the relevant Securities of one or more global notes (each, a “Global Note”) representing such Securities, with any transfer taxes payable in connection with the transfer to the Underwriters of the Securities duly paid by the Company; provided that the Guarantor shall pay such taxes in the event the Company does not. The Global Notes will be made available for inspection by the Representatives at the office of the Trustee (or as otherwise agreed) not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Time.

SECTION 3. Covenants of the Company. The Company and the Guarantor jointly and severally covenant with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company and the Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430B and Rule 433 and notify the Representatives immediately, and confirm the notice in writing, (i) of the receipt of any comments from the Commission to the Registration Statement, General Disclosure Package or the Prospectus, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pre-Pricing Prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information in connection therewith, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. Subject to sub-section (e) below and other than as provided for therein, the Company and the Guarantor will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to

 

12


obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

(b) Filing of Amendments. The Company and the Guarantor will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonably notice thereof. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Time (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonable notice thereof.

(c) Delivery of Registration Statements. The Company and the Guarantor have furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and copies of all consents and certificates of experts.

(d) Continued Compliance with Securities Laws. The Company and the Guarantor will comply with the 1933 and 1934 Acts and Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement, the General Disclosure Package and the Prospectus. If at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by the applicable law to be delivered in connection with sales of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading or if it is necessary to amend the

 

13


Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) in order to comply with the requirements of the 1933 and 1934 Acts and Regulations, the Company and the Guarantor will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-effective amendment to the Registration Statement, the Company and the Guarantor will use its best efforts to have such amendment declared or become effective as soon as practicable and the Company and the Guarantor will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or if it is necessary to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company and the Guarantor will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and, if required by the 1933 Act or the 1933 Act Regulations, file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company and the Guarantor will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(e) Blue Sky and Other Qualifications. The Company and the Guarantor will endeavor, in cooperation with the Underwriters, to qualify the Securities for offer and sale, or to obtain an exemption for the Securities to be offered or sold, under the applicable securities or blue sky laws of such jurisdictions as the Representatives shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158. The Company and the Guarantor will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Pre-Pricing Prospectus and the Prospectus under “Use of Proceeds.”

 

14


(h) Restriction on Sale of Securities. During the period beginning on the date hereof and continuing to and including the Closing Time, neither the Company nor the Guarantor will offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Company or the Guarantor which mature more than one year after the Closing Time, which are denominated in United States dollars, euros or pounds sterling and which are substantially similar to the Securities, including the filing (or participation in filing) of a registration statement with the Commission in respect of any such debt securities (other than the Securities), or publicly announcing an intention to effect any such transaction, without the prior written consent of the Representatives, which consent will not be unreasonably withheld. For purposes of this clause (h), such consent shall be deemed to be given by the Representatives to the concurrent offering by the Guarantor and CRH SMW Finance Designated Activity Company of the 5.125% Guaranteed Notes due 2030.

(i) Reporting Requirements. The Company and the Guarantor, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), will file all documents required to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within the time periods required by the 1934 Act and the 1934 Act Regulations.

(j) Preparation of Prospectus. Immediately following the execution of this Agreement, the Company and the Guarantor will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Representatives and the Company or the Guarantor may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.

(k) New Registration Statement. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any of the Securities remains unsold by the Underwriters, the Company and the Guarantor will, prior to the Renewal Deadline, if they have not already done so and are eligible to do so, file a new automatic shelf registration statement relating to the Securities, and notify the Representatives when such filing has been made. If the Guarantor is no longer eligible to file an automatic shelf registration statement, the Company and the Guarantor will, prior to the Renewal Deadline, if they have not already done so, file a new registration statement relating to the Securities, and notify the Representatives when such filing has been made and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and will take all other action as is necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References in this Agreement to the “Registration Statement” shall include any such new registration statement from and after the time it is filed with the Commission, mutatis mutandis.

(l) DTC. The Company and the Guarantor will use their best efforts to permit the Securities to be eligible for clearance and settlement through DTC.

 

15


(m) Pricing Term Sheet. The Company will prepare pricing term sheets (the “Pricing Term Sheets”) reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit C and otherwise in form and substance satisfactory to the Representatives, and shall file each such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to, and as required by, Rule 433; provided that the Company shall furnish the Representatives with copies of any such Pricing Term Sheets a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.

(n) NYSE Listing. The Company and Guarantor will use their reasonable best efforts to procure the admission of the Securities to listing on NYSE.

SECTION 4. Payment of Expenses.

(a) Expenses. Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, each of the Company and the Guarantor, jointly and severally, covenant and agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, or thereunder, including without limiting the generality of the foregoing, all costs and expenses (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus (including in each case all exhibits, amendments and supplements thereto) and any costs associated with electronic delivery of any of the foregoing, (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of any state of the United States and such other jurisdiction as agreed by the Representatives and the Company (including reasonable fees of counsel for the Underwriters and their disbursements relating to such registration or qualification, in an amount that is not greater than $25,000), (iv) incurred in connection with, the review, if any, by FINRA of the terms of the sale of the Securities (v) in connection with the listing of the Securities on any stock exchange, (vi) in connection with the printing (including reasonable word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus, including mailing and shipping, as herein provided, (vii) payable to rating agencies in connection with the rating of the Securities, (viii) any expenses incurred by the Company in connection with a “road show” presentation to potential investors and (ix) the cost and charges of any transfer agent.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 hereof, the Company and the Guarantor shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 9 hereof, the Company and the Guarantor shall reimburse non-defaulting Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

 

16


(c) Rebate. The Underwriters of the 2035 Securities, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agree to rebate the Company for $1,562,500 of certain fees and expenses incurred in connection with the offering, such amount to be reflected in the wire payments in respect of the 2035 Securities pursuant to Section 2 hereof. The Underwriters of the 2055 Securities, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agree to rebate the Company for $875,000 of certain fees and expenses incurred in connection with the offering, such amount to be reflected in the wire payments in respect of the 2055 Securities pursuant to Section 2 hereof.

SECTION 5. Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the satisfaction of the following conditions:

(a) Effectiveness of Registration Statement. The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company or the Guarantor, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives and the Commission shall not have notified the Company or the Guarantor of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon Rule 424(b)(8)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433.

(b) Representations, Warranties and Covenants. The representations and warranties of each of the Company and the Guarantor contained herein shall be true and correct on and as of the date hereof and as of the Closing Time as if made on and as of the Closing Time, and each of the Company and the Guarantor shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time.

(c) No Downgrade. On or after the Applicable Time and prior to the Closing Time, there shall not have occurred written confirmation of (i) any downgrading, (ii) any intended or potential downgrading, (iii) any review for a possible change that does not indicate an improvement, or (iv) any “negative watch”, in the rating accorded any securities of the Company or the Guarantor or guaranteed by the Guarantor by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Section 3(a)(62) of the 1934 Act.

(d) Material Adverse Change. Since the respective dates as of which information is given in the Pre-Pricing Prospectus there shall not have been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the financial condition, business, operations or results of operations of the Guarantor and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package, the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to market or deliver the Securities on the terms and in the manner contemplated in the Prospectus.

 

17


(e) Officers’ Certificate. The Representatives shall have received on and as of the Closing Time a certificate of each of an executive officer of the Company and the Guarantor, with specific knowledge, respectively, about the Company’s and Guarantor’s financial matters, satisfactory to the Representatives (i) to the effect set forth in Sections 5(b), 5(c) and 5(d) and (ii) to the further effect that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantor, are threatened by the Commission and the Commission has not notified the Company or the Guarantor of any objection to the use of the form of the Registration Statement. The officers signing and delivering such certificates may certify to the best of their knowledge, but shall sign and deliver the certificates solely in their capacities as officers of the Company and the Guarantor, respectively, and not in their individual capacities.

(f) Opinion of United States Counsel for Company. Sullivan & Cromwell LLP, United States counsel for the Company and the Guarantor (“Company Counsel”), shall have furnished to the Representatives their disclosure letter and written opinion, each dated the Closing Time, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit E-1 and Exhibit E-2 hereto.

(g) Opinion of Irish Counsel for Company. Arthur Cox, Irish legal advisors for the Company and the Guarantor, shall have furnished to the Representatives their written opinion, dated the Closing Time, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit F hereto.

(h) Accountant’s Comfort Letter. On the date hereof and on the Closing Time, Deloitte LLP shall have furnished to the Representatives letters, dated such date, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.

(i) Opinion of Counsel for Underwriters. The Representatives shall have received on and as of the Closing Time an opinion and disclosure letter of Davis Polk & Wardwell London LLP, U.S. counsel to the Underwriters, dated as of the Closing Time, with respect to such matters as may be reasonably requested by the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(j) Chief Officer Certificate. At the Closing Time, the Representatives shall have received a written certificate executed by the Chief Executive or Chief Financial Officer of the Guarantor on behalf of the Company and the Guarantor, dated as of the Closing Time, to the effect set forth in Exhibit G hereto.

 

18


(k) No Prevention Actions. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Time, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Time, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

(l) Indenture. The Indenture shall have been duly executed and delivered by duly authorized officers of the Company, the Guarantor and the Trustee, and the Securities shall have been duly executed and delivered by duly authorized officers of the Company and the Guarantor and duly authenticated by the Trustee.

(m) Clearance. The Securities shall be eligible for clearance and settlement through DTC.

(n) Additional Documents. At the Closing Time, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives shall reasonably request.

(o) Termination of Agreement. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Time, which termination shall be without liability on the part of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18 and 19 hereof shall survive any such termination of this Agreement and remain in full force and effect. The Representatives may, in their sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

SECTION 6. Indemnification. The Company and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers, and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact in the Registration Statement or part thereof (and any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary

 

19


in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters are (i) the names of the Underwriters at the bottom of the front and back cover pages of the Prospectus and (ii) the sixth and seventh paragraphs of text under the caption “Underwriting” on page S-37 of the Prospectus relating to over-allotment, stabilization and penalty bids.

Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor and their respective directors and officers and each person who controls the Company or the Guarantor within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from, respectively, the Company and the Guarantor to each Underwriter, but only with reference to information relating to such Underwriter furnished to the Company or the Guarantor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d). The Company and the Guarantor hereby agree and acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are (i) the names of the Underwriters at the bottom of the front and back cover pages of the Prospectus and (ii) the sixth and seventh paragraphs of text under the caption “Underwriting” on page S-37 of the Prospectus relating to over-allotment, stabilization and penalty bids.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, but the omission to notify the indemnifying party shall not relieve that indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsection. In case any notice of any such action shall be given by any Indemnified Person, the Indemnifying Person shall be entitled to participate therein and, to the extent that the Indemnifying Person shall wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related

 

20


proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Securities and such control persons of the Underwriters shall be designated in writing by the Representatives and any such separate firm for the Company, the Guarantor, directors, officers and such control persons of the Company and the Guarantor or authorized representatives as shall be designated in writing by the Guarantor.

The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect the settlement or compromise or consent to the entry of any judgment of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding.

SECTION 7. Contribution. If the indemnification provided for in the first and second paragraphs of Section 6 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities (or such proceedings in respect thereof) referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the expenses of and amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or such proceedings in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by the relative Company and the Guarantor on the one hand and the relevant Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantor on the one hand and the relevant Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the relevant Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such relevant Securities (before deducting expenses) received by the Company and the Guarantor and the total underwriting discounts and the commissions received by the relevant Underwriters bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantor on the one hand and the relevant Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor on the one hand or by the relevant Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

 

21


The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the relevant Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities (or such proceedings in respect thereof) referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total discounts and commissions received by it with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of the Securities set forth opposite their names in Exhibit A hereto, and not joint.

The remedies provided for in Section 6 and this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution agreements contained in Section 6 and this Section 7 and the representations and warranties of the Company and the Guarantor set forth herein shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, the Guarantor, their respective officers or directors or any other person controlling the Company or the Guarantor and (iii) acceptance of and payment for any of the Securities.

SECTION 8. Termination of Agreement.

(a) Termination; General. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Representatives, by notice given to the Company and the Guarantor if after the execution and delivery of this Agreement and prior to the Closing Time (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of Euronext Dublin, NYSE, NYSE American, the Financial Industry Regulatory Authority, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange, or the Chicago Board of Trade, (ii) trading of any securities of or guaranteed by the Company or the Guarantor shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York or Ireland shall have been declared by either Federal or New York State or Irish authorities, as applicable, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, in the judgment of the Representatives, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus.

 

22


(b) Liabilities. If this Agreement is terminated pursuant to this Section 8, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and except that Sections 1, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18 and 19 hereof shall survive such termination and remain in full force and effect.

(c) Expenses Upon Termination. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions hereof, or if for any reason the Company or the Guarantor shall be unable to perform its obligations hereunder or any condition of the Underwriters’ obligations cannot be fulfilled other than due to the termination of this Agreement by or through default of any Underwriters, the Company and the Guarantor jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably and properly incurred by such Underwriters in connection with this Agreement or the offering of the Securities.

SECTION 9. Default by One or More of the Underwriters. If, at the Closing Time, any one or more of the Underwriters shall fail or refuse to purchase Securities of a series which it or they have agreed to purchase hereunder, and the aggregate principal amount of such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the relevant series of Securities, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities of the relevant series set forth opposite their respective names in Exhibit A hereto bears to the aggregate principal amount of Securities of the relevant series set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities of such series which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities of a series that any Underwriter has agreed to purchase pursuant hereto be increased pursuant to this Section 9 by an amount in excess of one-tenth of such principal amount of the relevant series of Securities without the written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters shall fail or refuse to purchase Securities of a series and the aggregate principal amount of Securities of such series with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the relevant series of Securities to be purchased, and arrangements satisfactory to the Representatives, the Company and the Guarantor for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company and the Guarantor. In any such case either the Representatives, the Company or the Guarantor shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter hereunder.

SECTION 10. Notice. Any action by the Underwriters hereunder may be taken by the Representatives jointly, and any such action taken by the Representatives jointly shall be binding upon the Underwriters. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to the address of the Representatives as set forth in Schedule I hereto; and if to the Company or the Guarantor shall be delivered or sent by mail or facsimile transmission to its address set forth in Schedule I hereto. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

 

23


SECTION 11. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantor and their respective successors and the controlling persons and other indemnified parties referred to in Sections 6 and 7 and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Guarantor and their respective successors, and said controlling persons and other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person or entity. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEROF.

SECTION 13. Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 14. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

Applicable Time” means 5:30 PM (New York City time) on January 6, 2025 or such other time as agreed by the Company and the Representatives.

Commission” means the Securities and Exchange Commission.

DTC” means The Depository Trust Company.

EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

FINRA” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.

GAAP” means generally accepted accounting principles.

Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, all of which are listed in Exhibit D-1 hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

 

24


Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit D-1(a) hereto.

Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus, as evidenced by its being specified in Exhibit D-1(b) hereto.

NYSE” means the New York Stock Exchange.

PCAOB” means the Public Company Accounting Oversight Board (United States).

Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333-279349) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S–3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.

Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b) Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.

Rule 430B Information” means the information included in the Pre-Pricing Prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

1933 Act” means the Securities Act of 1933, as amended.

1933 Act Regulations” means the rules and regulations of the Commission under the 1933 Act.

1933 and 1934 Acts and Regulations” means the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

1934 Act” means the Securities Exchange Act of 1934, as amended.

1934 Act Regulations” means the rules and regulations of the Commission under the 1934 Act.

1939 Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.

1940 Act” means the Investment Company Act of 1940, as amended.

 

25


All references in this Agreement to the Registration Statement, the Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be.

SECTION 15. Permitted Free Writing Prospectuses. The Company and the Guarantor jointly and severally represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company, the Guarantor and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Company or the Guarantor, whether or not required to be filed with the Commission; provided that the prior written consent of the Company, the Guarantor and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit D-1 hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Guarantor jointly and severally represent, warrant and agree that they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit D hereto are Permitted Free Writing Prospectuses.

SECTION 16. Absence of Fiduciary Relationship. The Company and the Guarantor jointly and severally acknowledge and agree that:

(a) each of the Underwriters is acting solely as an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company or the Guarantor, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters has advised or is advising the Company or the Guarantor on other matters;

 

26


(b) the public offering price of the Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company and the Guarantor following discussions and arms-length negotiations with the Representatives;

(c) they are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d) they are aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Guarantor and that none of the Underwriters has any obligation to disclose such interests and transactions to the Company or the Guarantor by virtue of any fiduciary, advisory or agency relationship or otherwise; and

(e) they waive, to the fullest extent permitted by law, any claims they may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company or the Guarantor or any stockholders, employees or creditors of Company or the Guarantor.

SECTION 17. Consent to Jurisdiction. The Guarantor irrevocably submits to the non-exclusive jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Guarantor waives, to the extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. The Guarantor hereby designates and appoints CT Corporation System, 28 Liberty Street New York, New York 10005, USA (the “Process Agent”), as its authorized agent, upon whom process may be served in any such legal suit, action or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Guarantor. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 17 and reasonably satisfactory to the Representatives. If the Process Agent shall cease to act as agent for services of process, the Guarantor shall appoint, without unreasonable delay, another such agent, and notify the Representatives of such appointment. The Guarantor represents to the Underwriters that it has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Guarantor hereby authorizes and directs the Process Agent to accept such service. The Guarantor further agrees that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon such party in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law.

 

27


SECTION 18. Waiver of Jury Trial. The Company, the Guarantor and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 19. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Representatives could purchase United States dollars with such other currency in New York City on the business day preceding that on which final judgment is given. The joint and several obligations of the Company and the Guarantor in respect of any sum due from either of them to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by such Underwriter of any sum adjudged to be so due in such other currency on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, each of the Company and the Guarantor jointly and severally agrees, as a separate obligation and notwithstanding any judgment, to indemnify such Underwriter against such loss.

SECTION 20. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in this Section 20:

BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

28


(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 21. Counterparts. This agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication, including scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign)), each of which shall be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

29


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters, the Company and the Guarantor in accordance with its terms.

 

Very truly yours,
CRH AMERICA FINANCE, INC.
By   /s/ Paul Valentine
  Name: Paul Valentine
  Title: Director
CRH plc
By   /s/ Anthony Fitzgerald
  Name: Anthony Fitzgerald
  Title: Authorized Signatory

 

CONFIRMED AND ACCEPTED, as of the date first above written:

BOFA SECURITIES, INC.
By   /s/ Christopher Cote
  Authorized Signatory
J.P. MORGAN SECURITIES LLC
By   /s/ Som Bhattacharyya
  Authorized Signatory
SG Americas Securities, LLC
By   /s/ Michael Shapiro
  Authorized Signatory

 

30


For themselves and as Representative of the Underwriters named in Exhibit A hereto.

 

31


Schedule I

Notice Information

If to a Representative:

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, NY 10036 United States of America

Attention: High Grade Debt Capital Markets Transaction Management/Legal

Tel: +1 (646) 855 0724

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

Tel: +1 (212) 834 4533

Fax: +1 (212) 834-6081

Attention: Investment Grade Syndicate Desk

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

United States of America

Attention: High Grade Syndicate Desk

Email: us-glfi-syn-cap@sgcib.com

If to the Company or the Guarantor:

CRH America Finance, Inc.

900 Ashwood Parkway, Suite 600

Atlanta, Georgia 30338

Tel. No.: + 1 770 804 3363

Attention: Jim Mintern

CRH plc

Stonemason’s Way

Rathfarnham

Dublin 16

D16 KH51

Ireland

Attention: Jim Mintern

Tel. No. + 353 1 404 1000


EXHIBIT A

 

Name of Underwriter

   Principal
Amount of
2035 Securities
     Principal
Amount of
2055 Securities
 

BNP Paribas Securities Corp.

     —       $ 161,607,000  

Barclays Capital Inc.

     —       $ 161,606,000  

Citigroup Global Markets Inc.

   $ 348,077,000        —   

SMBC Nikko Securities America, Inc.

   $ 348,077,000        —   

Mizuho Securities USA LLC

   $ 348,076,000        —   

BofA Securities, Inc.

   $ 68,590,000      $ 58,929,000  

J.P. Morgan Securities LLC

   $ 68,590,000      $ 58,929,000  

SG Americas Securities, LLC

   $ 68,590,000      $ 58,929,000  

Total

   $ 1,250,000,000      $ 500,000,000  
  

 

 

    

 

 

 

 

A-1


EXHIBIT B

[Reserved]

 

B-1


EXHIBIT C

FORM OF PRICING TERM SHEET

Filed Pursuant to Rule 433

Registration No. 333-279349

January 6, 2025

CRH AMERICA FINANCE, INC.

Pricing Term Sheet

$1,250,000,000 5.500% Guaranteed Notes due 2035

Fully and unconditionally guaranteed by

CRH plc

 

Issuer:    CRH America Finance, Inc.
Guarantor:    CRH plc
Guarantor Ratings and Outlooks (Moody’s / S&P / Fitch)*:    Baa1 (Stable) / BBB+ (Stable) / BBB+ (Stable)
Expected Issue Ratings: (Moody’s / S&P)*:    Baa1 / BBB+
Security Type:    Senior Unsecured Guaranteed Notes
Pricing Date:    January 6, 2025
Expected Settlement Date**:    January 9, 2025 (T+3)
Maturity Date:    January 9, 2035
Interest Payment Dates:    January 9 and July 9, beginning July 9, 2025
Principal Amount:    $1,250,000,000
Benchmark:    UST 4.250% due November 15, 2034
Benchmark Price / Yield:    97-07+ / 4.602%
Spread to Benchmark:    + 90 bps
Yield to Maturity:    5.502%
Coupon:    5.500%
Public Offering Price:    99.985%
Optional Redemption:    Make Whole Call with T+15 bps; par call three months prior to maturity
Change of Control:    101%
CUSIP / ISIN:    12636Y AF9 / US12636YAF97
Anticipated Listing:    New York Stock Exchange
Global Coordinators:    BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC
Joint Book-Running Managers:    Citigroup Global Markets Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc.

 

C-1


CRH AMERICA FINANCE, INC.

Pricing Term Sheet

$500,000,000 5.875% Guaranteed Notes due 2055

Fully and unconditionally guaranteed by

CRH plc

 

Issuer:    CRH America Finance, Inc.
Guarantor:    CRH plc
Guarantor Ratings and Outlooks (Moody’s / S&P / Fitch)*:    Baa1 (Stable) / BBB+ (Stable) / BBB+ (Stable)
Expected Issue Ratings: (Moody’s / S&P)*:    Baa1 / BBB+
Security Type:    Senior Unsecured Guaranteed Notes
Pricing Date:    January 6, 2025
Expected Settlement Date**:    January 9, 2025 (T+3)
Maturity Date:    January 9, 2055
Interest Payment Dates:    January 9 and July 9, beginning July 9, 2025
Principal Amount:    $500,000,000
Benchmark:    UST 4.250% due August 15, 2054
Benchmark Price / Yield:    90-29 / 4.830%
Spread to Benchmark:    + 105 bps
Yield to Maturity:    5.880%
Coupon:    5.875%
Public Offering Price:    99.930%
Optional Redemption:    Make Whole Call with T+20 bps; par call six months prior to maturity
Change of Control:    101%
CUSIP / ISIN:    12636Y AG7 / US12636YAG70
Anticipated Listing:    New York Stock Exchange
Global Coordinators:    BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC
Joint Book-Running Managers:    Barclays Capital Inc., BNP Paribas Securities Corp.

 

*

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.

**

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities prior to settlement may be required, by virtue of the fact that the securities initially will settle in T+3, to specify any alternate settlement cycle at the time of any such trade to prevent a failed settlement.

 

C-2


The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any 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 searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, CRH America Finance Inc., any underwriter or any dealer participating in the offering of CRH America Finance, Inc. $1,250,000,000 5.500% Guaranteed Notes due 2035 will arrange to send you the prospectus supplement and prospectus relating to that offering if you request it by calling BofA Securities, Inc. at +1-800-294-1322, J.P. Morgan Securities LLC by calling collect +1-212-834-4533, SG Americas Securities, LLC at +1-855-881-2108, Citigroup Global Markets Inc. toll-free at +1-800-831-9146, Mizuho Securities USA LLC toll-free at +1-866-271-7403 or SMBC Nikko Securities America, Inc. toll-free at +1-212-224-5135. Further, CRH America Finance Inc., any underwriter or any dealer participating in the offering of CRH America Finance, Inc. $500,000,000 5.875% Guaranteed Notes due 2055 will arrange to send you the prospectus supplement and prospectus relating to that offering if you request it by calling BofA Securities, Inc. at +1-800-294-1322, J.P. Morgan Securities LLC by calling collect +1-212-834-4533, SG Americas Securities, LLC at +1-855-881-2108, Barclays Capital Inc. toll-free at +1-888-603-5847 or BNP Paribas Securities Corp. toll-free at +1-800-854-5674.

With respect to the United Kingdom, this announcement is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iv) other persons to whom it may lawfully be communicated, (all such persons together being referred to as “relevant persons”). Any investment will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investment will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

No PRIIPs or UK PRIIPS key information document (KID) has been prepared as not available to retail investors in EEA or the UK.

 

C-3


EXHIBIT D-1

(a)

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

 

1)

Pricing Term Sheets containing the terms of the Securities, substantially in the form of Exhibit C hereto.

 

2)

Net Roadshow, in the form previously provided by the Company to and approved by the Representatives

(b)

ISSUER LIMITED USE FREE WRITING PROSPECTUSES

None


EXHIBIT D-2

ROADSHOW SLIDES


EXHIBIT E-1

FORM OF OPINION OF COMPANY COUNSEL


EXHIBIT E-2

FORM OF DISCLOSURE LETTER OF COMPANY COUNSEL


EXHIBIT F

FORM OF IRISH COUNSEL OPINION


EXHIBIT G

CRH PLC

OFFICER’S CERTIFICATE

Exhibit 1.2

EXECUTION VERSION

 

 

 

CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

$1,250,000,000 5.125% Guaranteed Notes due 2030

UNDERWRITING AGREEMENT

Dated: January 6, 2025

 

 

 


CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

$1,250,000,000 5.125% Guaranteed Notes due 2030

UNDERWRITING AGREEMENT

January 6, 2025

BofA Securities, Inc.

J.P. Morgan Securities LLC

SG Americas Securities, LLC

As Representatives of the several Underwriters

c/o BofA Securities, Inc.

One Bryant Park

New York, NY 10036

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

c/o SG Americas Securities, LLC

245 Park Avenue

New York, NY 10167

Ladies and Gentlemen:

CRH SMW Finance Designated Activity Company, a limited liability designated activity company organized under the laws of the Republic of Ireland (the “Company”), and CRH plc, a corporation organized under the laws of the Republic of Ireland (the “Guarantor”), confirm their agreement with BofA Securities, Inc. (“BofA”), J.P. Morgan Securities LLC (“JPM”), SG Americas Securities, LLC (“SG”) and each of the other Underwriters named in Exhibit A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof, for whom BofA, JPM and SG are acting as representatives (in such capacity, the “Representatives”)), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Exhibit A hereto opposite the name of such Underwriter of $1,250,000,000 aggregate principal amount of the Company’s 5.125% Guaranteed Notes due 2030 (the “Securities”), with the Guarantees (as defined below) of the Guarantor endorsed thereon. The Securities will be issued pursuant to an Indenture dated as of May 21, 2024 (the “Indenture”) between the Company, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee”). The Securities shall be fully and unconditionally guaranteed as to the payment of principal, premium, if any, and interest (the “Guarantees”) by the Guarantor. As used herein the Securities include the Guarantees appertaining thereto, except where context requires otherwise. Certain terms used in this Underwriting Agreement (the “Agreement”) are defined in Section 14 hereof.

 

1


The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has prepared and previously delivered to you a preliminary prospectus supplement dated January 6, 2025 relating to the Securities and a related prospectus dated May 10, 2024 (the “Base Prospectus”). Such preliminary prospectus supplement and Base Prospectus, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are hereinafter called, collectively, the “Pre-Pricing Prospectus.” Promptly after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a prospectus supplement dated January 6, 2025 (the “Prospectus Supplement”) and will file the Prospectus Supplement and the Base Prospectus with the Commission, all in accordance with the provisions of Rule 430B and Rule 424(b), and the Company has previously advised you of all information (financial and other) that will be set forth therein. The Prospectus Supplement and the Base Prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are herein called, collectively, the “Prospectus.”

The Company and the Guarantor will prepare a listing application (including the documents and information incorporated by reference therein, the “Listing Application”) to NYSE for the Securities to be admitted for listing.

Each of the Company and the Guarantor hereby confirms that it has authorized the use of the Registration Statement, the General Disclosure Package, the Prospectus and any additional written documentation in connection with the offer and sale of Securities by the Underwriters in the manner contemplated by this Agreement.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Company. Each of the Company and the Guarantor jointly and severally represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(b) hereof, except for any representation and warranty that speaks as of a specific date, in which case such representation and warranty is made only as of such date, and agrees with each Underwriter, as follows:

(1) Status as a Well-Known Seasoned Issuer.

(i) (A) At the respective times the Registration Statement or any amendments thereto were filed with the Commission, (B) at the time of the most recent amendment to the Registration Statement for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at any time the Company, the Guarantor or any person acting on their behalf (within the meaning, for this

 

2


clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption of Rule 163 and (D) at the date hereof, each of the Company and the Guarantor was and is a “well-known seasoned issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company and the Guarantor on such an “automatic shelf registration statement.” Neither the Company nor the Guarantor have received from the Commission any notice pursuant to Rule 401(g)(2) objecting to the use of an automatic shelf registration statement.

(ii) Any written communication that was an offer relating to the Securities made by the Company or the Guarantor or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

(2) Compliance with Registration Requirements. The Company and the Guarantor meet the requirements for use of Form S-3 under the 1933 Act and the Securities at the Closing Time will be duly registered under the 1933 Act pursuant to the Registration Statement. The Registration Statement and any post-effective amendments thereto have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the Guarantor, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with. The Registration Statement was initially filed with the Commission on May 10, 2024.

(3) Registration Statement, Prospectus and Disclosure at Time of Sale.

(i) Registration Statement. At the respective times that the Registration Statement and any amendments thereto became effective, at any time subsequent to the filing of the Registration Statement that the Guarantor filed an Annual Report on Form 10-K (or any amendment thereto) with the Commission, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2), and at the Closing Time, the Registration Statement and any amendments to any of the foregoing complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1939 Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, subject to sub-section (iv) below.

(ii) Prospectus. At the respective times the Prospectus or any amendment or supplement thereto was filed pursuant to Rule 424(b) or issued, at the Closing Time, and at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered in connection with sales of Securities (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise), neither the

 

3


Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below. The Pre-Pricing Prospectus and the Prospectus and any amendments or supplements to any of the foregoing filed as part of the Registration Statement or any amendment thereto, filed pursuant to Rule 424 under the 1933 Act, or delivered to the Underwriters for use in connection with the offering of the Securities, complied when so filed or when so delivered, as the case may be, in all material respects with the 1933 Act and the 1933 Act Regulations.

(iii) General Disclosure Package and Issuer Free Writing Prospectus.

As of the Applicable Time and as of each time prior to the Closing Time that an investor agrees (orally or in writing) to purchase any Securities from the Underwriters, neither (x) (1) the Pricing Term Sheet (as defined in Section 3(m) below), (2) any other Issuer General Use Free Writing Prospectus, if any, issued at or prior to the Applicable Time and (3) the Pre-Pricing Prospectus as of the Applicable Time, all considered together (collectively, the “General Disclosure Package”), nor (y) any individual Issuer Limited Use Free Writing Prospectus, if any, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, subject to sub-section (iv) below.

Each Issuer Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offering and sale of the Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus that has not been superseded or modified, subject to sub-section (iv) below.

(iv) The representations and warranties in the preceding sub-sections (i), (ii) and (iii) of this Section 1(a)(3) do not apply to statements in or omissions from (y) the Registration Statement, Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information furnished to the Company or the Guarantor by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Underwriters as aforesaid consists of the information described as such in Section 6 hereof or (z) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the 1939 Act.

(v) At the respective times that the Registration Statement or any amendment thereto were filed, as of the earliest time after the filing of the Registration Statement that the Company or any other offering participant made a bona fide offer of the Securities within the meaning of Rule 164(h)(2), and at the date hereof, neither the Company nor the Guarantor was and is an “ineligible issuer” as defined in Rule 405, in each case without taking into account any determination made by the Commission pursuant to paragraph (2) of the definition of such term in Rule 405.

 

4


The copies of the Registration Statement and any amendments to any of the foregoing and the copies of the Pre-Pricing Prospectus, each Issuer Free Writing Prospectus that is required to be filed with the Commission pursuant to Rule 433 and the Prospectus and any amendments or supplements to any of the foregoing, that have been or subsequently are delivered to the Underwriters in connection with the offering of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise) were and will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the Commission. For purposes of this Agreement, references to the “delivery” or “furnishing” of any of the foregoing documents to the Underwriters, and any similar terms, include, without limitation, electronic delivery.

(4) Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Pre-Pricing Prospectus and the Prospectus, at the respective times they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations and, when read together with the other information in the Registration Statement, the Pre-Pricing Prospectus and Prospectus, as applicable, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(5) Independent Accountants. Deloitte LLP are independent public accountants with respect to the Guarantor, as required by the 1933 Act and the PCAOB.

(6) Financial Statements. The financial statements of the Guarantor and its consolidated subsidiaries, and the related notes thereto, incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly in all material respects, the consolidated financial position of the Guarantor and its consolidated subsidiaries as of the dates indicated and the results of its operations and the changes in its consolidated cash flows for the periods specified; and all such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 and 1934 Acts and Regulations, as applicable.

(7) No Material Adverse Change in Business. Since the date of the latest audited financial statements of the Guarantor and its consolidated subsidiaries included in the General Disclosure Package or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date hereof), there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change in the financial condition, business, operations, or results of operations of the Guarantor and its subsidiaries, taken as a whole otherwise than as set forth, incorporated by reference or contemplated in the General Disclosure Package and the Prospectus; and except as set forth, incorporated by reference or contemplated in the General Disclosure Package and the Prospectus neither the Guarantor nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Guarantor and its subsidiaries taken as a whole.

 

5


(8) Good Standing of the Company. Each of the Company and the Guarantor has been duly incorporated and is validly existing and, if applicable, in good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus.

(9) Compliance with Law. The Company, the Guarantor and its subsidiaries are in compliance with any applicable law, regulation, directive, code and order, except where failure to comply with such law, regulation, directive, code or order does not have, or could not reasonably be expected to have, a material adverse effect on the financial condition, business, operations, or results of operations of the Guarantor and its subsidiaries, taken as a whole.

(10) Good Standing of Subsidiaries. Each of the Guarantor’s Significant Subsidiaries (as that term is defined in Regulation S-X under the 1933 Act), if any, has been duly incorporated and is validly existing as a corporation under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus; and all the outstanding shares of capital stock of each Significant Subsidiary of the Guarantor have been duly authorized and validly issued, are fully-paid and non-assessable, and (except in the case of non-United States subsidiaries, for directors’ qualifying shares or as described in the Registration Statement, the General Disclosure Package and the Prospectus) are owned, as the case may be, by the Guarantor, directly or indirectly, free and clear of all liens, encumbrances, security interests and claims.

(11) Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantor.

(12) The Securities. The Securities have been duly authorized, and, when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles and will be entitled to the benefits of the Indenture.

(13) The Indenture. The Indenture has been duly authorized, and, at the Closing Time, will have been duly executed and delivered by each of the Company and the Guarantor and assuming due authorization, execution and delivery by the Trustee, when executed, issued and delivered by the Company, the Guarantor and Trustee as contemplated hereby will constitute a valid and legally binding instrument and enforceable against the Company and the Guarantor in accordance with its terms, subject to bankruptcy, examinership, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the 1939 Act.

 

6


(14) Description of the Securities and the Indenture. The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

(15) Guarantees. The Guarantees have been duly authorized by the Guarantor and, when executed, issued and delivered by the Guarantor as contemplated hereby and by the Indenture, will constitute the valid and binding obligations of the Guarantor enforceable in accordance with their terms, subject to bankruptcy, examinership, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application relating to or affecting creditors’ rights and to general equity principles.

(16) Absence of Defaults and Conflicts. The issue and sale of the Securities, the execution and delivery by the Company or the Guarantor, as the case may be, of, and the performance by the Company and the Guarantor of all their obligations under, the Indenture, this Agreement and the Securities will not (x) contravene the provisions of the Memorandum and Articles of Association or similar constituent document of the Company, the Guarantor or any Significant Subsidiary, (y) contravene applicable laws of Ireland or the United States, including any state thereof or the District of Columbia having jurisdiction over the Company, the Guarantor or any Significant Subsidiary except for such contraventions as would not individually or in the aggregate reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole or (z) conflict with or result in a material breach or violation of any of the terms or provisions of, or constitute a material default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the Guarantor or any Significant Subsidiary is a party or by which the Company, the Guarantor or any Significant Subsidiary is bound except for such agreements the contravention of which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company or the Guarantor of the transactions contemplated by this Agreement or the Indenture, except (A) such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained by the Company or the Guarantor, as applicable, and are in full force and effect, (B) as may be required under the blue sky (or similar) laws of any jurisdiction in which the Securities are offered or sold and (C) the filing with, and the approval by, NYSE of the Listing Application.

(17) Absence of Proceedings. Other than as set forth in the General Disclosure Package and the Prospectus, there are no legal or governmental proceedings to which the Company, the Guarantor or any of its subsidiaries is a party or of which any property of the Company, the Guarantor or any of its subsidiaries is the subject which individually or in the aggregate is likely to have a material adverse effect on the business, financial condition or results of operations of the Guarantor and its subsidiaries taken as a whole.

 

7


(18) Investment Company Act. Each of the Company and the Guarantor is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in each of the General Disclosure Package and the Prospectus, will not be required to register as an “investment company” within the meaning of the 1940 Act and the rules and regulations of the Commission thereunder.

(19) Possession of Licenses and Permits. Each of the Guarantor and its Significant Subsidiaries owns, possesses or has obtained all licenses, permits, concessions, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all United States, Irish and other federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals, whether in the United States, Ireland or elsewhere, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as described in the Prospectus except where the failure to possess such licenses or authorizations would not reasonably be expected to have a material adverse effect on the Guarantor and its subsidiaries, taken as a whole.

(20) Environmental Laws. To the knowledge of the Guarantor after due inquiry, the Guarantor and its subsidiaries (i) are in compliance with any and all applicable United States, Irish and other federal, state and local laws and regulations relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses or operations and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the general affairs, business, prospects, management, financial position, earnings, stockholders’ equity or results of operations of the Guarantor and its subsidiaries taken as a whole.

(21) Interest. All interest on the Securities may, under the current law and regulations applicable in the United States and in Ireland be paid in United States dollars or in a currency which may be converted into United States dollars and that may be freely transferred, in the case of interest paid in Ireland, out of Ireland; except as described in the General Disclosure Package and Prospectus, such interest will not be subject to withholding or other taxes under the laws applicable in Ireland and is otherwise free of any other tax or deduction in Ireland without the necessity of obtaining any consent, approval, authorization, order, license, registration or qualification of any governmental authority or body having jurisdiction over the Company or the Guarantor.

 

8


(22) Stamp Tax. No ad valorem stamp duty, stamp duty reserve tax or issue, documentary, certification or other similar tax imposed by any government department or other taxing authority of or in Ireland is payable in connection with the issue, sale or delivery of the Securities to the Underwriters, the sale and delivery of the Securities outside Ireland by the Underwriters to third parties or the execution and delivery of any of the Indenture, Securities or this Agreement.

(23) Accounting and Disclosure Controls. The Guarantor and its subsidiaries maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the 1934 Act) that comply with the requirements of the 1934 Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Guarantor and its subsidiaries maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in each of the Registration Statement, the General Disclosure Package and the Prospectus, there are no material weaknesses or significant deficiencies in the Guarantor’s internal controls.

(24) Absence of Manipulation. Neither the Company nor the Guarantor has taken and neither will take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Securities, provided, however, the Company and the Guarantor make no such representation or warranty with respect to actions of any Underwriters or any affiliates or agents of any Underwriters.

(25) No Unlawful Payments. None of the Company, the Guarantor, or any of its subsidiaries, nor, to the knowledge of the Company and the Guarantor, any director, officer, employee of the Company or any of its subsidiaries, any agent, affiliate, or other person associated with or acting on behalf of the Company, the Guarantor, or any of its subsidiaries, has (i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political

 

9


party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption laws; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company, the Guarantor and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(26) Compliance with Anti-Money Laundering Laws. The operations of the Company, the Guarantor and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental or regulatory agency, authority or body or any arbitrator involving the Company, the Guarantor or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or the Guarantor, threatened.

(27) No Conflicts with Sanctions Laws. None of the Company, the Guarantor, or any of its subsidiaries, directors or officers, nor, to the knowledge of the Company or the Guarantor any employees, agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”), or other relevant sanctions authority with oversight of the Company, the Guarantor, or any of its subsidiaries (collectively, “Sanctions”), nor is controlled by an individual or entity that is currently subject to Sanctions, nor is the Company, the Guarantor or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Crimea (each, a “Sanctioned Country”); and the Company and the Guarantor will not directly or knowingly indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in or with any country or territory, that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person

 

10


(including any person participating in the transaction, whether as underwriter, initial purchaser, advisor, investor or otherwise) of Sanctions. For the past ten years, the Company, the Guarantor and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country, except to the extent that such activity or business was or is lawful under applicable sanctions laws, specific or general license or other permit, exemption or authorization from the applicable governmental authorities (such authorities to include, at all times, applicable governmental authorities in the U.S.).

(28) Offering Materials. Without limitation to the provisions of Section 15 hereof, neither the Company nor the Guarantor has distributed and neither will distribute, directly or indirectly (other than through the Underwriters), any “written communication” (as defined Rule 405 under the 1933 Act) or other offering materials in connection with the offering or sale of the Securities, other than the Pre-Pricing Prospectus, the Prospectus, any amendment or supplements to any of the foregoing that are filed with the SEC and any Permitted Free Writing Prospectuses (as defined in Section 15).

(b) FSMA. Each of the Underwriters, severally and not jointly, represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated in the United Kingdom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the U.K. Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company or the Guarantor.

SECTION 2. Sale and Delivery to Underwriters; Closing.

(a) The Securities. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Securities, subject to the conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite such Underwriter’s name in Exhibit A, at a purchase price of 99.545% of the principal amount of the Securities plus accrued interest, if any, from January 9, 2025 to the Closing Time, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth.

(b) Payment. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, no later than 12:00 P.M. (New York City time), on January 9, 2025 (or at such other time and place on the same or such other date, not later than the fifth Business Day (as defined below) thereafter, as the Representatives and the Company may otherwise agree in writing) (such time and date of payment and delivery being herein called the “Closing Time”). As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City.

It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. JPM, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.

 

11


(c) Delivery of Securities. Payment for the Securities shall be made against delivery to Cede & Co., as nominee of DTC for the respective accounts of one or more of the several Underwriters of the Securities of one or more global notes (each, a “Global Note”) representing such Securities, with any transfer taxes payable in connection with the transfer to the Underwriters of the Securities duly paid by the Company; provided that the Guarantor shall pay such taxes in the event the Company does not. The Global Notes will be made available for inspection by the Representatives at the office of the Trustee (or as otherwise agreed) not later than 1:00 P.M., New York City time, on the Business Day prior to the Closing Time.

SECTION 3. Covenants of the Company. The Company and the Guarantor jointly and severally covenant with each Underwriter as follows:

(a) Compliance with Securities Regulations and Commission Requests. The Company and the Guarantor, subject to Section 3(b), will comply with the requirements of Rule 430B and Rule 433 and notify the Representatives immediately, and confirm the notice in writing, (i) of the receipt of any comments from the Commission to the Registration Statement, General Disclosure Package or the Prospectus, (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Pre-Pricing Prospectus or the Prospectus or any Issuer Free Writing Prospectus or for additional information in connection therewith, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing or any notice from the Commission objecting to the use of the form of the Registration Statement or any post-effective amendment thereto, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the loss or suspension of any exemption from any such qualification, or of the initiation or threatening of any proceedings for any of such purposes, or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (iv) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities. Subject to sub-section (e) below and other than as provided for therein, the Company and the Guarantor will make every reasonable effort to prevent the issuance of any stop order and the suspension or loss of any qualification of the Securities for offering or sale and any loss or suspension of any exemption from any such qualification, and if any such stop order is issued, or any such suspension or loss occurs, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) of the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations, except to the extent such filing fees have been paid prior to the date hereof.

 

12


(b) Filing of Amendments. The Company and the Guarantor will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement, any Issuer Free Writing Prospectus or any amendment, supplement or revision to the Pre-Pricing Prospectus, the Prospectus or any Issuer Free Writing Prospectus, whether pursuant to the 1933 Act or otherwise, and the Company will furnish the Representatives with copies of any such documents within a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonably notice thereof. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time through the Closing Time (or, if later, through the end of the period during which the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the requests of purchasers pursuant to Rule 173(d) or otherwise)) and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object promptly after reasonable notice thereof.

(c) Delivery of Registration Statements. The Company and the Guarantor have furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein or otherwise deemed to be a part thereof) and copies of all consents and certificates of experts.

(d) Continued Compliance with Securities Laws. The Company and the Guarantor will comply with the 1933 and 1934 Acts and Regulations so as to permit the completion of the distribution of the Securities as contemplated by this Agreement, the General Disclosure Package and the Prospectus. If at any time when a prospectus is required (or, but for the provisions of Rule 172, would be required) by the applicable law to be delivered in connection with sales of the Securities (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), any event shall occur or condition shall exist as a result of which it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) so that the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading or if it is necessary to amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus (or, in each case, any documents incorporated or deemed to be incorporated by reference therein) in order to comply with the requirements of the 1933 and 1934 Acts and Regulations, the Company and the Guarantor will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such untrue statement or omission or to comply with such requirements, and, in the case of an amendment or post-

 

13


effective amendment to the Registration Statement, the Company and the Guarantor will use its best efforts to have such amendment declared or become effective as soon as practicable and the Company and the Guarantor will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. If at any time an Issuer Free Writing Prospectus conflicts with the information contained in the Registration Statement or if an event shall occur or condition shall exist as a result of which it is necessary to amend or supplement such Issuer Free Writing Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made or then prevailing, not misleading, or if it is necessary to amend or supplement such Issuer Free Writing Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company and the Guarantor will promptly notify the Representatives of such event or condition and of its intention to file such amendment or supplement and will promptly prepare and, if required by the 1933 Act or the 1933 Act Regulations, file with the Commission, subject to Section 3(b) hereof, such amendment or supplement as may be necessary to eliminate or correct such conflict, untrue statement or omission or to comply with such requirements, and the Company and the Guarantor will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request.

(e) Blue Sky and Other Qualifications. The Company and the Guarantor will endeavor, in cooperation with the Underwriters, to qualify the Securities for offer and sale, or to obtain an exemption for the Securities to be offered or sold, under the applicable securities or blue sky laws of such jurisdictions as the Representatives shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that neither the Company nor the Guarantor shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

(f) Rule 158. The Company and the Guarantor will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.

(g) Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Pre-Pricing Prospectus and the Prospectus under “Use of Proceeds.”

(h) Restriction on Sale of Securities. During the period beginning on the date hereof and continuing to and including the Closing Time, neither the Company nor the Guarantor will offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Company or the Guarantor which mature more than one year after the Closing Time, which are denominated in United States dollars, euros or pounds sterling and which are substantially similar to the Securities, including the filing (or participation in filing) of a registration statement with the Commission in respect of any such debt

 

14


securities (other than the Securities), or publicly announcing an intention to effect any such transaction, without the prior written consent of the Representatives, which consent will not be unreasonably withheld. For purposes of this clause (h), such consent shall be deemed to be given by the Representatives to the concurrent offering by the Guarantor and CRH America Finance, Inc. of the 5.500% Guaranteed Notes due 2035 and 5.875% Guaranteed Notes due 2055.

(i) Reporting Requirements. The Company and the Guarantor, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by applicable law to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), will file all documents required to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within the time periods required by the 1934 Act and the 1934 Act Regulations.

(j) Preparation of Prospectus. Immediately following the execution of this Agreement, the Company and the Guarantor will, subject to Section 3(b) hereof, prepare the Prospectus, which shall contain the public offering price and terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Representatives and the Company or the Guarantor may deem appropriate, and will file or transmit for filing with the Commission, in accordance with the provisions of Rule 430B and in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), the Prospectus.

(k) New Registration Statement. If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the “Renewal Deadline”), any of the Securities remains unsold by the Underwriters, the Company and the Guarantor will, prior to the Renewal Deadline, if they have not already done so and are eligible to do so, file a new automatic shelf registration statement relating to the Securities, and notify the Representatives when such filing has been made. If the Guarantor is no longer eligible to file an automatic shelf registration statement, the Company and the Guarantor will, prior to the Renewal Deadline, if they have not already done so, file a new registration statement relating to the Securities, and notify the Representatives when such filing has been made and use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline and will take all other action as is necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References in this Agreement to the “Registration Statement” shall include any such new registration statement from and after the time it is filed with the Commission, mutatis mutandis.

(l) DTC. The Company and the Guarantor will use their best efforts to permit the Securities to be eligible for clearance and settlement through DTC.

(m) Pricing Term Sheet. The Company will prepare a pricing term sheet (the “Pricing Term Sheet”) reflecting the final terms of the Securities, in substantially the form attached hereto as Exhibit C and otherwise in form and substance satisfactory to the Representatives, and shall file such Pricing Term Sheet as an “issuer free writing prospectus” pursuant to, and as required by, Rule 433; provided that the Company shall furnish the Representatives with copies of any such Pricing Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall object.

 

15


(n) NYSE Listing. The Company and Guarantor will use their reasonable best efforts to procure the admission of the Securities to listing on NYSE.

SECTION 4. Payment of Expenses.

(a) Expenses. Whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, each of the Company and the Guarantor, jointly and severally, covenant and agree to pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, or thereunder, including without limiting the generality of the foregoing, all costs and expenses (i) incident to the preparation, issuance, execution, authentication and delivery of the Securities, including any expenses of the Trustee, (ii) incident to the preparation, printing and filing of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus (including in each case all exhibits, amendments and supplements thereto) and any costs associated with electronic delivery of any of the foregoing, (iii) incurred in connection with the registration or qualification and determination of eligibility for investment of the Securities under the laws of any state of the United States and such other jurisdiction as agreed by the Representatives and the Company (including reasonable fees of counsel for the Underwriters and their disbursements relating to such registration or qualification, in an amount that is not greater than $25,000), (iv) incurred in connection with, the review, if any, by FINRA of the terms of the sale of the Securities (v) in connection with the listing of the Securities on any stock exchange, (vi) in connection with the printing (including reasonable word processing and duplication costs) and delivery of this Agreement, the Indenture, the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus and the furnishing to the Underwriters and dealers of copies of the Registration Statement, the Pre-Pricing Prospectus, any Permitted Free Writing Prospectus and the Prospectus, including mailing and shipping, as herein provided, (vii) payable to rating agencies in connection with the rating of the Securities, (viii) any expenses incurred by the Company in connection with a “road show” presentation to potential investors and (ix) the cost and charges of any transfer agent.

(b) Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 hereof, the Company and the Guarantor shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 9 hereof, the Company and the Guarantor shall reimburse non-defaulting Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

(c) Rebate. The Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agree to rebate the Company for $625,000 of certain fees and expenses incurred in connection with the offering, such amount to be reflected in the wire payments in respect of the Securities pursuant to Section 2 hereof.

 

16


SECTION 5. Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the satisfaction of the following conditions:

(a) Effectiveness of Registration Statement. The Registration Statement shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company or the Guarantor, threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives and the Commission shall not have notified the Company or the Guarantor of any objection to the use of the form of the Registration Statement. The Prospectus shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) (without reliance upon Rule 424(b)(8)) and each Issuer Free Writing Prospectus required to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 433.

(b) Representations, Warranties and Covenants. The representations and warranties of each of the Company and the Guarantor contained herein shall be true and correct on and as of the date hereof and as of the Closing Time as if made on and as of the Closing Time, and each of the Company and the Guarantor shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Time.

(c) No Downgrade. On or after the Applicable Time and prior to the Closing Time, there shall not have occurred written confirmation of (i) any downgrading, (ii) any intended or potential downgrading, (iii) any review for a possible change that does not indicate an improvement, or (iv) any “negative watch”, in the rating accorded any securities of the Company or the Guarantor or guaranteed by the Guarantor by any “nationally recognized statistical rating organization”, as such term is defined for purposes of Section 3(a)(62) of the 1934 Act.

(d) Material Adverse Change. Since the respective dates as of which information is given in the Pre-Pricing Prospectus there shall not have been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the financial condition, business, operations or results of operations of the Guarantor and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package, the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to market or deliver the Securities on the terms and in the manner contemplated in the Prospectus.

(e) Officers’ Certificate. The Representatives shall have received on and as of the Closing Time a certificate of each of an executive officer of the Company and the Guarantor, with specific knowledge, respectively, about the Company’s and Guarantor’s financial matters, satisfactory to the Representatives (i) to the effect set forth in Sections 5(b), 5(c) and 5(d) and (ii) to the further effect that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company or the

 

17


Guarantor, are threatened by the Commission and the Commission has not notified the Company or the Guarantor of any objection to the use of the form of the Registration Statement. The officers signing and delivering such certificates may certify to the best of their knowledge, but shall sign and deliver the certificates solely in their capacities as officers of the Company and the Guarantor, respectively, and not in their individual capacities.

(f) Opinion of United States Counsel for Company. Sullivan & Cromwell LLP, United States counsel for the Company and the Guarantor (“Company Counsel”), shall have furnished to the Representatives their disclosure letter and written opinion, each dated the Closing Time, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit E-1 and Exhibit E-2 hereto.

(g) Opinion of Irish Counsel for Company. Arthur Cox, Irish legal advisors for the Company and the Guarantor, shall have furnished to the Representatives their written opinion, dated the Closing Time, in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit F hereto.

(h) Accountant’s Comfort Letter. On the date hereof and on the Closing Time, Deloitte LLP shall have furnished to the Representatives letters, dated such date, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus (other than any electronic road show) and the Prospectus and any amendments or supplements to any of the foregoing.

(i) Opinion of Counsel for Underwriters. The Representatives shall have received on and as of the Closing Time an opinion and disclosure letter of Davis Polk & Wardwell London LLP, U.S. counsel to the Underwriters, dated as of the Closing Time, with respect to such matters as may be reasonably requested by the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters.

(j) Chief Officer Certificate. At the Closing Time, the Representatives shall have received a written certificate executed by the Chief Executive or Chief Financial Officer of the Guarantor on behalf of the Company and the Guarantor, dated as of the Closing Time, to the effect set forth in Exhibit G hereto.

(k) No Prevention Actions. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Time, prevent the issuance or sale of the Securities or the issuance of the Guarantees; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Time, prevent the issuance or sale of the Securities or the issuance of the Guarantees.

 

18


(l) Indenture. The Indenture shall have been duly executed and delivered by duly authorized officers of the Company, the Guarantor and the Trustee, and the Securities shall have been duly executed and delivered by duly authorized officers of the Company and the Guarantor and duly authenticated by the Trustee.

(m) Clearance. The Securities shall be eligible for clearance and settlement through DTC.

(n) Additional Documents. At the Closing Time, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives shall reasonably request.

(o) Termination of Agreement. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the Company at any time on or prior to the Closing Time, which termination shall be without liability on the part of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18 and 19 hereof shall survive any such termination of this Agreement and remain in full force and effect. The Representatives may, in their sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder.

SECTION 6. Indemnification. The Company and the Guarantor jointly and severally agree to indemnify and hold harmless each Underwriter, its affiliates, directors and officers, and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact in the Registration Statement or part thereof (and any amendment thereto) or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) or “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company or the Guarantor in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by or on behalf of the Underwriters are (i) the names of the Underwriters at the bottom of the front and back cover pages of the Prospectus and (ii) the sixth and seventh paragraphs of text under the caption “Underwriting” on page S-32 of the Prospectus relating to over-allotment, stabilization and penalty bids.

 

19


Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor and their respective directors and officers and each person who controls the Company or the Guarantor within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act, to the same extent as the foregoing indemnity from, respectively, the Company and the Guarantor to each Underwriter, but only with reference to information relating to such Underwriter furnished to the Company or the Guarantor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d). The Company and the Guarantor hereby agree and acknowledge that the only information that the Underwriters through the Representatives have furnished to the Company expressly for use in the Registration Statement, the Pre-Pricing Prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) are (i) the names of the Underwriters at the bottom of the front and back cover pages of the Prospectus and (ii) the sixth and seventh paragraphs of text under the caption “Underwriting” on page S-32 of the Prospectus relating to over-allotment, stabilization and penalty bids.

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, but the omission to notify the indemnifying party shall not relieve that indemnifying party from any liability which it may have to any indemnified party otherwise than under such subsection. In case any notice of any such action shall be given by any Indemnified Person, the Indemnifying Person shall be entitled to participate therein and, to the extent that the Indemnifying Person shall wish, jointly with any other indemnifying party similarly notified, assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Underwriters, each affiliate of any Underwriter which assists such Underwriter in the distribution of the Securities and such control persons of the Underwriters shall be designated in writing by the Representatives and any such separate firm for the Company, the Guarantor, directors, officers and such control persons of the Company and the Guarantor or authorized representatives as shall be designated in writing by the Guarantor.

 

20


The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect the settlement or compromise or consent to the entry of any judgment of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding.

SECTION 7. Contribution. If the indemnification provided for in the first and second paragraphs of Section 6 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities (or such proceedings in respect thereof) referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the expenses of and amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (or such proceedings in respect thereof) (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantor on the one hand and the relevant Underwriters on the other hand from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantor on the one hand and the relevant Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and the relevant Underwriters on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such relevant Securities (before deducting expenses) received by the Company and the Guarantor and the total underwriting discounts and the commissions received by the relevant Underwriters bear to the aggregate offering price of the Securities. The relative fault of the Company and the Guarantor on the one hand and the relevant Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantor on the one hand or by the relevant Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company, the Guarantor and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the relevant Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities (or such proceedings in respect thereof) referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total discounts and commissions received by it with respect to the offering of the

 

21


Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 7 are several in proportion to the respective principal amount of the Securities set forth opposite their names in Exhibit A hereto, and not joint.

The remedies provided for in Section 6 and this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution agreements contained in Section 6 and this Section 7 and the representations and warranties of the Company and the Guarantor set forth herein shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Company, the Guarantor, their respective officers or directors or any other person controlling the Company or the Guarantor and (iii) acceptance of and payment for any of the Securities.

SECTION 8. Termination of Agreement.

(a) Termination; General. Notwithstanding anything herein contained, this Agreement may be terminated in the absolute discretion of the Representatives, by notice given to the Company and the Guarantor if after the execution and delivery of this Agreement and prior to the Closing Time (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of Euronext Dublin, NYSE, NYSE American, the Financial Industry Regulatory Authority, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange, or the Chicago Board of Trade, (ii) trading of any securities of or guaranteed by the Company or the Guarantor shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York or Ireland shall have been declared by either Federal or New York State or Irish authorities, as applicable, or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, in the judgment of the Representatives, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus.

(b) Liabilities. If this Agreement is terminated pursuant to this Section 8, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and except that Sections 1, 6, 7, 10, 11, 12, 13, 14, 16, 17, 18 and 19 hereof shall survive such termination and remain in full force and effect.

(c) Expenses Upon Termination. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions hereof, or if for any reason the Company or the Guarantor shall be unable to perform its obligations hereunder or any condition of the Underwriters’ obligations cannot be fulfilled other than due to the termination of this

 

22


Agreement by or through default of any Underwriters, the Company and the Guarantor jointly and severally agree to reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably and properly incurred by such Underwriters in connection with this Agreement or the offering of the Securities.

SECTION 9. Default by One or More of the Underwriters. If, at the Closing Time, any one or more of the Underwriters shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Exhibit A hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant hereto be increased pursuant to this Section 9 by an amount in excess of one-tenth of such principal amount of Securities without the written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased, and arrangements satisfactory to the Representatives, the Company and the Guarantor for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company and the Guarantor. In any such case either the Representatives, the Company or the Guarantor shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter hereunder.

SECTION 10. Notice. Any action by the Underwriters hereunder may be taken by the Representatives jointly, and any such action taken by the Representatives jointly shall be binding upon the Underwriters. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to the address of the Representatives as set forth in Schedule I hereto; and if to the Company or the Guarantor shall be delivered or sent by mail or facsimile transmission to its address set forth in Schedule I hereto. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

SECTION 11. Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters, the Company and the Guarantor and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters, the Company and the Guarantor and their respective successors and the controlling persons and other indemnified parties referred to in Sections 6 and 7 and their successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This

 

23


Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Company and the Guarantor and their respective successors, and said controlling persons and other indemnified parties and their successors, heirs and legal representatives, and for the benefit of no other person or entity. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

SECTION 12. GOVERNING LAW AND TIME. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEROF.

SECTION 13. Effect of Headings. The Section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.

SECTION 14. Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:

Applicable Time” means 5:30 P.M. (New York City time) on January 6, 2025 or such other time as agreed by the Company and the Representatives.

Commission” means the Securities and Exchange Commission.

DTC” means The Depository Trust Company.

EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

FINRA” means the Financial Industry Regulatory Authority Inc. or the National Association of Securities Dealers, Inc., or both, as the context shall require.

GAAP” means generally accepted accounting principles.

Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities that (i) is required to be filed with the Commission by the Company, (ii) is a “road show” that is a “written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Securities or of the offering that does not reflect the final terms, all of which are listed in Exhibit D-1 hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Exhibit D-1(a) hereto.

Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus, as evidenced by its being specified in Exhibit D-1(b) hereto.

 

24


NYSE” means the New York Stock Exchange.

PCAOB” means the Public Company Accounting Oversight Board (United States).

Registration Statement” means the Company’s registration statement on Form S–3 (Registration No. 333-279349) as amended (if applicable), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S–3 under the 1933 Act and the Rule 430B Information; provided that any Rule 430B Information shall be deemed part of the Registration Statement only from and after the time specified pursuant to Rule 430B.

Rule 163,” “Rule 164,” “Rule 172,” “Rule 173,” “Rule 401,” “Rule 405,” “Rule 424(b) Rule 430A,” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.

Rule 430B Information” means the information included in the Pre-Pricing Prospectus or the Prospectus or any amendment or supplement to any of the foregoing that was omitted from the Registration Statement at the time it first became effective but is deemed to be part of and included in the Registration Statement pursuant to Rule 430B.

1933 Act” means the Securities Act of 1933, as amended.

1933 Act Regulations” means the rules and regulations of the Commission under the 1933 Act.

1933 and 1934 Acts and Regulations” means the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations.

1934 Act” means the Securities Exchange Act of 1934, as amended.

1934 Act Regulations” means the rules and regulations of the Commission under the 1934 Act.

1939 Act” means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder.

1940 Act” means the Investment Company Act of 1940, as amended.

All references in this Agreement to the Registration Statement, the Pre-Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the version thereof filed with the Commission pursuant to EDGAR and all versions thereof delivered (physically or electronically) to the Representatives or the Underwriters.

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case

 

25


may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Pre-Pricing Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, the Pre-Pricing Prospectus or the Prospectus, as the case may be.

SECTION 15. Permitted Free Writing Prospectuses. The Company and the Guarantor jointly and severally represent, warrant and agree that they have not made and, unless they obtain the prior written consent of the Representatives, will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company, the Guarantor and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Company or the Guarantor, whether or not required to be filed with the Commission; provided that the prior written consent of the Company, the Guarantor and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit D-1 hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Guarantor jointly and severally represent, warrant and agree that they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit D hereto are Permitted Free Writing Prospectuses.

SECTION 16. Absence of Fiduciary Relationship. The Company and the Guarantor jointly and severally acknowledge and agree that:

(a) each of the Underwriters is acting solely as an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company or the Guarantor, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not any of the Underwriters has advised or is advising the Company or the Guarantor on other matters;

(b) the public offering price of the Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company and the Guarantor following discussions and arms-length negotiations with the Representatives;

(c) they are capable of evaluating and understanding, and understand and accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

(d) they are aware that the Underwriters and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Guarantor and that none of the Underwriters has any obligation to disclose such interests and transactions to the Company or the Guarantor by virtue of any fiduciary, advisory or agency relationship or otherwise; and

 

26


(e) they waive, to the fullest extent permitted by law, any claims they may have against any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that none of the Underwriters shall have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company or the Guarantor or any stockholders, employees or creditors of Company or the Guarantor.

SECTION 17. Consent to Jurisdiction. The Company and the Guarantor irrevocably submit to the non-exclusive jurisdiction of any federal or state court in the City, County and State of New York, United States of America, in any legal suit, action or proceeding based on or arising under this Agreement and agree that all claims in respect of such suit or proceeding may be determined in any such court. The Company and the Guarantor waive, to the extent permitted by law, the defense of an inconvenient forum or objections to personal jurisdiction with respect to the maintenance of such legal suit, action or proceeding. The Company and the Guarantor hereby designate and appoint CT Corporation System, 28 Liberty Street New York, New York 10005, USA (the “Process Agent”), as its respective authorized agent, upon whom process may be served in any such legal suit, action or proceeding, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company or the Guarantor. Such appointment shall be irrevocable to the extent permitted by applicable law and subject to the appointment of a successor agent in the United States on terms substantially similar to those contained in this Section 17 and reasonably satisfactory to the Representatives. If the Process Agent shall cease to act as agent for services of process, the Company and the Guarantor shall appoint, without unreasonable delay, another such agent, and notify the Representatives of such appointment. The Company and the Guarantor represent to the Underwriters that each has notified the Process Agent of such designation and appointment and that the Process Agent has accepted the same in writing. The Company and the Guarantor hereby authorize and direct the Process Agent to accept such service. The Company and the Guarantor further agree that service of process upon the Process Agent and written notice of said service to such party shall be deemed in every respect effective service of process upon such party in any such legal suit, action or proceeding. Nothing herein shall affect the right of any Underwriter or any person controlling any Underwriter to serve process in any other manner permitted by law.

SECTION 18. Waiver of Jury Trial. The Company, the Guarantor and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

SECTION 19. Judgment Currency. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than United States dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Representatives could purchase United States dollars with such other currency in New York City

 

27


on the business day preceding that on which final judgment is given. The joint and several obligations of the Company and the Guarantor in respect of any sum due from either of them to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first Business Day following receipt by such Underwriter of any sum adjudged to be so due in such other currency on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, each of the Company and the Guarantor jointly and severally agrees, as a separate obligation and notwithstanding any judgment, to indemnify such Underwriter against such loss.

SECTION 20. UK MiFIR Product Governance Rules.

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

 

  (i)

Standard Chartered Bank (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the term sheet in connection with the Notes; and

 

  (ii)

each Underwriter who is not a UK Manufacturer and is subject to UK MiFIR notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the term sheet in connection with the Notes.

SECTION 21. UK Bail-In Liability.

(a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the UK Bail-in Party, the Company and the other Underwriters, each of the Company and the other Underwriters acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts, and agrees to be bound by:

(i) the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of the UK Bail-in Party to the Underwriters under this agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

 

  1.

the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

 

28


  2.

the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of the UK Bail-in Party or another person, and the issue to or conferral on the Underwriters of such shares, securities or obligations;

 

  3.

the cancellation of the UK Bail-in Liability;

 

  4.

the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(ii) the variation of the terms of this Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

(b) For the purposes of paragraph (a) above:

“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.

“UK Bail-in Party” means a party to this Agreement that is subject to the exercise of UK Bail-in Powers.

“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person such liability, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of such liability.

SECTION 22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

29


As used in this Section 22:

BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

SECTION 23. Counterparts. This agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication, including scanned, photocopied or faxed or by other electronic signing created on an electronic platform (such as DocuSign) or by digital signing (such as Adobe Sign)), each of which shall be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

 

30


If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company and the Guarantor a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters, the Company and the Guarantor in accordance with its terms.

 

Very truly yours,

CRH SMW FINANCE DAC

By   /s/ Anthony Fitzgerald
 

Name: Anthony Fitzgerald

Title: Authorized Signatory

CRH plc

By   /s/ Anthony Fitzgerald
 

Name: Anthony Fitzgerald

Title: Authorized Signatory

 

CONFIRMED AND ACCEPTED, as of the date first above written:

BOFA SECURITIES, INC.

By   /s/ Christopher Cote
  Authorized Signatory

J.P. MORGAN SECURITIES LLC

By   /s/ Som Bhattacharyya
  Authorized Signatory

SG Americas Securities, LLC

By   /s/ Michael Shapiro
  Authorized Signatory

 

31


For themselves and as Representative of the Underwriters named in Exhibit A hereto.

 

32


Schedule I

Notice Information

If to a Representative:

BofA Securities, Inc.

114 West 47th Street

NY8-114-07-01

New York, NY 10036 United States of America

Tel: +1 (646) 855 0724

Attention: High Grade Debt Capital Markets Transaction Management/Legal

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

Tel: +1 (212) 834 4533

Fax: +1 (212) 834-6081

Attention: Investment Grade Syndicate Desk

SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Email: us-glfi-syn-cap@sgcib.com

Attention: High Grade Syndicate Desk

If to the Company or the Guarantor:

CRH plc or CRH SMW Finance DAC

Stonemason’s Way

Rathfarnham

Dublin 16

D16 KH51

Ireland

Attention: Jim Mintern

Tel. No. + 353 1 404 1000


EXHIBIT A

 

Name of Underwriter

   Principal Amount of
Securities
 

NatWest Markets Securities Inc.

   $ 377,083,000  

Standard Chartered Bank

   $ 377,083,000  

BofA Securities, Inc.

   $ 165,278,000  

J.P. Morgan Securities LLC

   $ 165,278,000  

SG Americas Securities, LLC

   $ 165,278,000  

Total

   $ 1,250,000,000  
  

 

 

 

 

A-1


EXHIBIT B

[Reserved]

 

B-1


EXHIBIT C

FORM OF PRICING TERM SHEET

Filed Pursuant to Rule 433

Registration No. 333-279349

January 6, 2025

Pricing Term Sheet

CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

$1,250,000,000 5.125% Guaranteed Notes due 2030

Fully and unconditionally guaranteed by

CRH plc

 

Issuer:

  

CRH SMW Finance Designated Activity Company

Guarantor:

  

CRH plc

Guarantor Ratings and Outlooks (Moody’s / S&P / Fitch)*:

  

Baa1 (Stable) / BBB+ (Stable) / BBB+ (Stable)

Expected Issue Ratings: (Moody’s / S&P)*:

  

Baa1 / BBB+

Security Type:

  

Senior Unsecured Guaranteed Notes

Pricing Date:

  

January 6, 2025

Expected Settlement Date**:

  

January 9, 2025 (T+3)

Maturity Date:

  

January 9, 2030

Interest Payment Dates:

  

January 9 and July 9, beginning July 9, 2025

Principal Amount:

   $1,250,000,000

Benchmark:

  

UST 4.375% due December 31, 2029

Benchmark Price / Yield:

   99-28+ / 4.399%

Spread to Benchmark:

  

+ 75 bps

Yield to Maturity:

   5.149%

Coupon:

   5.125%

Public Offering Price:

   99.895%

Optional Redemption:

   Make Whole Call with T+15 bps; par call one month prior to maturity

Change of Control:

   101%

CUSIP / ISIN:

  

12704P AB4 / US12704PAB40

Anticipated Listing:

  

New York Stock Exchange

Global Coordinators:

  

BofA Securities, Inc., J.P. Morgan Securities LLC, SG Americas Securities, LLC

Joint Book-Running Managers:

  

NatWest Markets Securities Inc., Standard Chartered Bank

 

C-1


*

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.

**

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities prior to settlement may be required, by virtue of the fact that the securities initially will settle in T+3, to specify any alternate settlement cycle at the time of any such trade to prevent a failed settlement.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any 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 searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling BofA Securities, Inc. at +1-800-294-1322, J.P. Morgan Securities LLC by calling collect +1-212-834-4533, SG Americas Securities, LLC toll free at 1-855-881-2108, NatWest Markets Securities Inc. toll-free at +1-800-231-5830 or Standard Chartered Bank at +44 207 885 5739.

With respect to the United Kingdom, this announcement is only directed at (i) persons who are outside the United Kingdom, (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iv) other persons to whom it may lawfully be communicated, (all such persons together being referred to as “relevant persons”). Any investment will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investment will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Manufacturer target market (UK MiFIR/MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

No PRIIPs or UK PRIIPS key information document (KID) has been prepared as not available to retail investors in EEA or the UK.

 

C-2


EXHIBIT D-1

(a)

ISSUER GENERAL USE FREE WRITING PROSPECTUSES

 

1)

Pricing Term Sheet containing the terms of the Securities, substantially in the form of Exhibit C hereto.

 

2)

Net Roadshow, in the form previously provided by the Company to and approved by the Representatives

(b)

ISSUER LIMITED USE FREE WRITING PROSPECTUSES

None


EXHIBIT D-2

ROADSHOW SLIDES


EXHIBIT E-1

FORM OF OPINION OF COMPANY COUNSEL


EXHIBIT E-2

FORM OF DISCLOSURE LETTER OF COMPANY COUNSEL


EXHIBIT F

FORM OF IRISH COUNSEL OPINION


EXHIBIT G

CRH PLC

OFFICER’S CERTIFICATE

Exhibit 4.3

OFFICER’S CERTIFICATE PURSUANT TO SECTIONS 102 AND 301 OF THE INDENTURE

In connection with the issuance by CRH America Finance, Inc. (the “Company”) of (i) $1,250,000,000 aggregate principal amount of 5.500% Guaranteed Notes due 2035 (the “2035 Notes”), and (ii) $500,000,000 aggregate principal amount of 5.875% Guaranteed Notes due 2055 (the “2055 Notes” and together with the 2035 Notes, the “Securities”) fully and unconditionally guaranteed by CRH plc (the “Guarantor,” and such guarantees, the “Guarantees”), we, authorized signatories of the Company and the Guarantor, respectively, hereby certify pursuant to Section 102 and 301 of the Indenture, dated as of May 21, 2024, between the Company, the Guarantor, and The Bank of New York Mellon, as Trustee (the “Trustee”) (the “Indenture”) and pursuant to the authorization of the Board of Directors of the Company by resolutions adopted on January 3, 2025 and the authorization of the Board of Directors of the Guarantor by resolutions adopted on December 3, 2024 respectively, each hereby confirm as follows:

1. We have read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s authentication and delivery of the Securities and the Guarantees endorsed thereon by the Guarantor, including Sections 102 and 301 thereof, and the definitions in the Indenture relating thereto.

2. We have examined the resolutions of the Board of Directors of the Company and the Guarantor relating to the authorization, issuance, authentication and delivery of the Securities and the Guarantees, as applicable, and such other corporate records of the Company and the Guarantor and other documents deemed necessary as a basis for the opinion hereinafter expressed.

3. In the opinion of the undersigned, such examination is sufficient to enable each of the undersigned to express an informed opinion as to whether the covenants and conditions referred to above have been complied with.

4. Each of the undersigned are of the opinion that the covenants and conditions referred to above have been complied with.

5. Each of the undersigned hereby confirms that the following terms and conditions of the Securities were established in accordance with Section 301 of the Indenture:

5.500 % Guaranteed Notes due 2035

 

Title:    5.500% Guaranteed Notes due 2035
Issue Price:    99.985%
Issue Date:    January 9, 2025
Limit of Aggregate Principal Amount:    $1,250,000,000


Denominations:    $200,000 and integral multiples of $1,000 in excess thereof
Form of 2035 Notes:    The 2035 Notes will be issued in the form of three global notes in the amounts of US$500,000,000, US$500,000,000 and US$250,000,000 that will be deposited with The Depository Trust Company, New York, New York (“DTC”) on January 9, 2025. The global notes will be issued to DTC and will be executed and delivered in substantially the form attached hereto as Exhibit A. The Company will not issue certificated notes except in certain circumstances as described in the Prospectus Supplement dated January 6, 2025 to the Prospectus dated May 10, 2024.
Principal Payment Date:    January 9, 2035, unless redeemed earlier at the option of the Company or the Guarantor
Maturity:    January 9, 2035
Interest:   

5.500% per annum, accruing from January 9, 2025, payable semi-annually in arrears on January 9 and July 9 of each year to holders of record at the close of business on December 25 or June 24, commencing July 9, 2025

 

If any Interest Payment Date (as defined in the Indenture) is not a Business Day (as defined in the Indenture), the Company shall pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date

Place of Payment of Principal, Premium and Interest:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Notices and Demands to Company:   

900 Ashwood Parkway

Suite 600

Atlanta, GA 30338

United States of America

Attn: Jim Mintern


Notices and Demands to Guarantor:   

Stonemason’s Way,

Rathfarnham,

Dublin 16, D16 KH51,

Ireland

Attn: Company Secretary

      or
  

C T Corporation System

28 Liberty Street

New York, NY 10005

United States of America

Notices and Demands to Underwriters:   

BofA Securities, Inc.

114 West, 47th Street

NY8-114-07-01

New York, NY 10036

United States of America

Attention: High Grade Debt Capital Markets Transaction Management/Legal

Tel: +1 (646) 855 0724

 

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

United States of America

Attention: Investment Grade Syndicate Desk

Tel: +1 (212) 834 4533

Fax: +1 (212) 834-6081

 

SG Americas Securities, LLC

245 Park Avenue

New York, NY 10167

United States of America

Attention: High Grade Syndicate Desk

Email: us-glfi-syn-cap@sgcib.com

 

Citigroup Global Markets Inc.

388 Greenwich Street

New York, NY 10013

  

United States of America

Attention: General Counsel

Fax: (646) 291 1469


  

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, NY 10020

United States of America

Attention: Debt Capital Markets

Email: legalnotices@mizuhogroup.com

 

SMBC Nikko Securities America, Inc.

277 Park Avenue

New York, NY 10172

United States of America

Attention: Debt Capital Markets

Tel: +1 (212) 224 5135

Notices and Demands to Trustee:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Tax Redemption:    As set forth in Section 1108 of the Indenture, in the event of certain tax law changes that would require the Guarantor to pay additional amounts with respect to the 2035 Notes or withhold taxes from certain payments to the Company, the Company or the Guarantor may call all, but not less than all, of the 2035 Notes for redemption at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption
Optional Redemption:    As set forth in the form of 2035 Notes attached hereto as Exhibit A, the 2035 Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time. At any time prior to October 9, 2034 (the date that is three months prior to the maturity date of the 2035 Notes) (the “Par Call Date”), upon optional redemption the Company will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2035 Notes to be redeemed and (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2035 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Exhibit A) plus 15 basis points less (b) interest accrued to (but excluding) the date of redemption, plus, in each case, accrued and unpaid interest on the principal amount of the 2035 Notes to be redeemed to (but excluding) the date of redemption.


Change of Control Repurchase Event:    On or after the Par Call Date, the Company may redeem the 2035 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2035 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. As set forth in the form of 2035 Notes attached hereto as Exhibit A, if a change of control repurchase event occurs, unless the Company or the Guarantor has exercised its right to redeem the 2035 Notes in full, the Company will make an offer to each holder of 2035 Notes to repurchase all or, at such holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’s 2035 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such 2035 Notes repurchased, plus any accrued and unpaid interest on such 2035 Notes repurchased to the date of repurchase.
Defeasance and Discharge of the 2035 Notes (Sections 1302 and 1303 of the Indenture):    Applicable
Additional Amounts:    As set forth in Section 1004 of the Indenture, Additional Amounts (as defined therein) will be payable by the Guarantor
Other Terms of the 2035 Notes:    The other terms of the 2035 Notes shall include such other terms as are set forth in the form of 2035 Notes attached hereto as Exhibit A and in the Indenture

 

5.875 % Guaranteed Notes due 2055

  
Title:    5.875% Guaranteed Notes due 2055
Issue Price:    99.930%
Issue Date:    January 9, 2025


Limit of Aggregate Principal Amount:    $500,000,000
Denominations:    $200,000 and integral multiples of $1,000 in excess thereof
Form of 2055 Notes:    The 2055 Notes will be issued in the form of one global note in the amount of US$500,000,000 that will be deposited with The Depository Trust Company, New York, New York (“DTC”) on January 9, 2025. The global note will be issued to DTC and will be executed and delivered in substantially the form attached hereto as Exhibit B. The Company will not issue certificated notes except in certain circumstances as described in the Prospectus Supplement dated January 6, 2025 to the Prospectus dated May 10, 2024.
Principal Payment Date:    January 9, 2055, unless redeemed earlier at the option of the Company or the Guarantor
Maturity:    January 9, 2055
Interest:   

5.875% per annum, accruing from January 9, 2025, payable semi-annually in arrears on January 9 and July 9 of each year to holders of record at the close of business on December 25 or June 24, commencing July 9, 2025

 

If any Interest Payment Date (as defined in the Indenture) is not a Business Day (as defined in the Indenture), the Company shall pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date

Place of Payment of Principal, Premium and Interest:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Notices and Demands to Company:   

900 Ashwood Parkway

Suite 600

Atlanta, GA 30338

United States of America

Attn: Jim Mintern


Notices and Demands to Guarantor:   

Stonemason’s Way,

Rathfarnham,

Dublin 16, D16 KH51,

Ireland

Attn: Company Secretary

      or
  

C T Corporation System

28 Liberty Street

New York, NY 10005

United States of America

Notices and Demands to Underwriters:   

BofA Securities, Inc.

114 West, 47th Street

NY8-114-07-01

New York, NY 10036

United States of America

Attention: High Grade Debt Capital Markets Transaction Management/Legal

Tel: +1 (646) 855 0724

 

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

United States of America

Attention: Investment Grade Syndicate Desk

Tel: +1 (212) 834 4533

Fax: +1 (212) 834 6081

 

SG Americas Securities, LLC

245 Park Avenue

New York, NY 10167

United States of America

Attention: High Grade Syndicate Desk

Email: us-glfi-syn-cap@sgcib.com

 

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

United States of America

Attention: Syndicate Registration

Fax: 646 834 8133

 

BNP Paribas Securities Corp.

787 Seventh Avenue

New York, NY 10019


  

United States of America

Attention: Syndicate Desk

Email: DL.US.Syndicate.Support@us.bnpparibas.com

Notices and Demands to Trustee:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Tax Redemption:    As set forth in Section 1108 of the Indenture, in the event of certain tax law changes that would require the Guarantor to pay additional amounts with respect to the 2055 Notes or withhold taxes from certain payments to the Company, the Company or the Guarantor may call all, but not less than all, of the 2055 Notes for redemption at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption
Optional Redemption:    As set forth in the form of 2055 Notes attached hereto as Exhibit B, the 2055 Notes will be redeemable at the Company’s option, in whole at any time or in part from time to time. At any time prior to July 9, 2054 (the date that is six months prior to the maturity date of the 2055 Notes) (the “Par Call Date”), upon optional redemption the Company will pay a redemption price equal to the greater of (1) 100% of the principal amount of the 2055 Notes to be redeemed and (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2055 Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in Exhibit B) plus 20 basis points less (b) interest accrued to (but excluding) the date of redemption, plus, in each case, accrued and unpaid interest on the principal amount of the 2055 Notes to be redeemed to (but excluding) the date of redemption.


   On or after the Par Call Date, the Company may redeem the 2055 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2055 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Change of Control Repurchase Event:    As set forth in the form of 2055 Notes attached hereto as Exhibit B, if a change of control repurchase event occurs, unless the Company or the Guarantor has exercised its right to redeem the 2055 Notes in full, the Company will make an offer to each holder of 2055 Notes to repurchase all or, at such holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’s 2055 Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of such 2055 Notes repurchased, plus any accrued and unpaid interest on such 2055 Notes repurchased to the date of repurchase.
Defeasance and Discharge of the 2055 Notes (Sections 1302 and 1303 of the Indenture):    Applicable
Additional Amounts:    As set forth in Section 1004 of the Indenture, Additional Amounts (as defined therein) will be payable by the Guarantor
Other Terms of the 2055 Notes:    The other terms of the 2055 Notes shall include such other terms as are set forth in the form of Securities attached hereto as Exhibit B and in the Indenture


Dated: January 9, 2025

 

CRH America Finance, Inc.
By:  

/s/ Paul Valentine

 

Name:  Paul Valentine

 

Title:   Director

[Project Castle - Signature Page to AF §102 and §301 Officer’s Certificate]


CRH plc
By:  

/s/ Anthony Fitzgerald

 

Name:  Anthony Fitzgerald

 

Title:   Authorized Signatory

[Project Castle - Signature Page to AF §102 and §301 Officer’s Certificate]


EXHIBIT A

Form of Global Notes


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH AMERICA FINANCE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH AMERICA FINANCE, INC.

5.500% GUARANTEED NOTES DUE 2035

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 001    $500,000,000
   CUSIP No. 12636Y AF9
   ISIN No. US12636YAF97

CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on January 9, 2035, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

-2-


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH America Finance, Inc.
As Issuer
By:  

 

  Name: Paul Valentine
  Title: Director

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon

As Trustee

By:                                                                                                  

Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2035 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, October 9, 2034 (the date that is three months prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  1.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  2.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  3.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

 

-9-


In connection with such Change of Control provision, the following defined terms apply:

“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

 

-14-


1. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

2. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

3. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

4. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

5. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

6. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

7. any combination of items (a), (b), (c), (d), (e) or (f);

 

-15-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-16-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH AMERICA FINANCE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH AMERICA FINANCE, INC.

5.500% GUARANTEED NOTES DUE 2035

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 002    $500,000,000
   CUSIP No. 12636Y AF9
   ISIN No. US12636YAF97

CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on January 9, 2035, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

-2-


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH America Finance, Inc.
As Issuer
By:  

 

  Name: Paul Valentine
  Title: Director

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

   

Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2035 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, October 9, 2034 (the date that is three months prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  4.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  5.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  6.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-9-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

8. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an

 

-14-


estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

9. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

10. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

11. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

12. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

13. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

14. any combination of items (a), (b), (c), (d), (e) or (f);

 

-15-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-16-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH AMERICA FINANCE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH AMERICA FINANCE, INC.

5.500% GUARANTEED NOTES DUE 2035

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 003    $250,000,000
   CUSIP No. 12636Y AF9
   ISIN No. US12636YAF97

CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred and Fifty Million Dollars on January 9, 2035, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.500% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

-2-


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH America Finance, Inc.
As Issuer
By:  

   

  Name: Paul Valentine
  Title: Director

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

  

  Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2035 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, October 9, 2034 (the date that is three months prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  7.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  8.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  9.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-9-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

 

-14-


15. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

16. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

17. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

18. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

19. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

20. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

21. any combination of items (a), (b), (c), (d), (e) or (f);

nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

 

-15-


The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-16-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

  

Name: Anthony Fitzgerald
Title: Authorized Signatory


EXHIBIT B

Form of Global Notes

 

-2-


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH AMERICA FINANCE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH AMERICA FINANCE, INC.

5.875% GUARANTEED NOTES DUE 2055

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 001    $500,000,000
   CUSIP No. 12636Y AG7
   ISIN No. US12636YAG70

CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on January 9, 2055, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.875% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

 

-3-


Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-4-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH America Finance, Inc.
As Issuer
By:  

  

Name: Paul Valentine
Title: Director

 

-5-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

  

Authorized Officer

 

-6-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $500,000,000.

This Security is not redeemable prior to January 9, 2055 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, July 9, 2054 (the date that is six months prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-7-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-8-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of

 

-9-


the Securities repurchased to the date of purchase. Within 30 days following any Change of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  10.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  11.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  12.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-10-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-11-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-12-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-13-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-14-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH America Finance, Inc., a company organized under the laws of the State of Delaware (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

 

-15-


22. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

23. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

24. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

25. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

26. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

27. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

28. any combination of items (a), (b), (c), (d), (e) or (f);

 

-16-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-17-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-18-


Executed and dated the date on the face hereof.

 

By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory

Exhibit 4.4

OFFICER’S CERTIFICATE PURSUANT TO SECTIONS 102 AND 301 OF THE INDENTURE

In connection with the issuance by CRH SMW Finance Designated Activity Company (the “Company”) of $1,250,000,000 aggregate principal amount of 5.125% Guaranteed Notes due 2030 (the “Securities”) fully and unconditionally guaranteed by CRH plc (the “Guarantor,” and such guarantees, the “Guarantees”), we, authorized signatories of the Company and the Guarantor, respectively, hereby certify pursuant to Section 102 and 301 of the Indenture, dated as of May 21, 2024, between the Company, the Guarantor, and The Bank of New York Mellon, as Trustee (the “Trustee”) (the “Indenture”) and pursuant to the authorization of the Board of Directors of the Company by resolutions adopted on January 3, 2025 and the authorization of the Board of Directors of the Guarantor by resolutions adopted on December 3, 2024 respectively, each hereby confirm as follows:

1. We have read the provisions of the Indenture setting forth covenants and conditions to the Trustee’s authentication and delivery of the Securities and the Guarantees endorsed thereon by the Guarantor, including Sections 102 and 301 thereof, and the definitions in the Indenture relating thereto.

2. We have examined the resolutions of the Board of Directors of the Company and the Guarantor relating to the authorization, issuance, authentication and delivery of the Securities and the Guarantees, as applicable, and such other corporate records of the Company and the Guarantor and other documents deemed necessary as a basis for the opinion hereinafter expressed.

3. In the opinion of the undersigned, such examination is sufficient to enable each of the undersigned to express an informed opinion as to whether the covenants and conditions referred to above have been complied with.

4. Each of the undersigned are of the opinion that the covenants and conditions referred to above have been complied with.

5. Each of the undersigned hereby confirms that the following terms and conditions of the Securities were established in accordance with Section 301 of the Indenture:

 

Title:    5.125% Guaranteed Notes due 2030
Issue Price:    99.895%
Issue Date:    January 9, 2025
Limit of Aggregate Principal Amount:    $1,250,000,000
Denominations:    $200,000 and integral multiples of $1,000 in excess thereof


Form of Securities:    The Securities will be issued in the form of three global notes in the amounts of US$500,000,000, US$500,000,000 and US$250,000,000 that will be deposited with The Depository Trust Company, New York, New York (“DTC”) on January 9, 2025. The global notes will be issued to DTC and will be executed and delivered in substantially the form attached hereto as Exhibit A. The Company will not issue certificated notes except in certain circumstances as described in the Prospectus Supplement dated January 6, 2025 to the Prospectus dated May 10, 2024.
Principal Payment Date:    January 9, 2030, unless redeemed earlier at the option of the Company or the Guarantor
Maturity:    January 9, 2030
Interest:   

5.125% per annum, accruing from January 9, 2025, payable semi-annually in arrears on January 9 and July 9 of each year to holders of record at the close of business on December 25 or June 24, commencing July 9, 2025

 

If any Interest Payment Date (as defined in the Indenture) is not a Business Day (as defined in the Indenture), the Company shall pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date

Place of Payment of Principal, Premium and Interest:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Notices and Demands to Company:   

Stonemason’s Way,
Rathfarnham,
Dublin 16, D16 KH51,
Ireland

Attn: Company Secretary

 

or

 

 


  

C T Corporation System
28 Liberty Street
New York, NY 10005

United States of America

Notices and Demands to Guarantor:    Stonemason’s Way,
Rathfarnham,
Dublin 16, D16 KH51,
Ireland
Attn: Company Secretary
  

or

  

C T Corporation System
28 Liberty Street
New York, NY 10005

United States of America

Notices and Demands to Underwriters:   

BofA Securities, Inc.
114 West, 47th Street

NY8-114-07-01
New York, NY 10036
United States of America
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Tel: +1 (646) 855 0724

 

J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
United States of America
Attention: Investment Grade Syndicate Desk
Tel: +1 (212) 834 4533
Fax: +1 (212) 834 6081

 

SG Americas Securities, LLC
245 Park Avenue
New York, NY 10167
United States of America
Attention: High Grade Syndicate Desk
Email: us-glfi-syn-cap@sgcib.com

 

NatWest Markets Securities Inc.
600 Washington Boulevard
Stamford, CT 06901
United States of America Attention: US Capital Markets
Email: F&RSTrxDocs@rbos.com


  

 

Standard Chartered Bank

1 Basinghall Avenue
London, EC2V 5DD
United Kingdom

Attention: Capital Markets

Email: SCBCapitalMarketsNotice@sc.com

Tel: +44 207 885 2363

Fax:+44 207 885 8095

Notices and Demands to Trustee:   

The Bank of New York Mellon

500 Ross Street, 12th Floor

Pittsburgh, PA 15262

United States of America

Tax Redemption:    As set forth in Section 1108 of the Indenture, in the event of certain tax law changes that would require the Guarantor or Company to pay additional amounts with respect to the Securities or the Guarantor to withhold taxes from certain payments to the Company, the Company or the Guarantor may call all, but not less than all, of the Securities for redemption at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption
Optional Redemption:    As set forth in the form of Securities attached hereto as Exhibit A, the Securities will be redeemable at the Company’s option, in whole at any time or in part from time to time. At any time prior to December 9, 2029 (the date that is one month prior to the maturity date of the Securities) (the “Par Call Date”), upon optional redemption the Company will pay a redemption price equal to the greater of (1) 100% of the principal amount of the Securities to be redeemed and (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day


  

months) at the Treasury Rate (as defined in Exhibit A) plus 15 basis points less (b) interest accrued to (but excluding) the date of redemption, plus, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption.

 

On or after the Par Call Date, the Company may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.

Change of Control Repurchase Event:    As set forth in the form of Securities attached hereto as Exhibit A, if a change of control repurchase event occurs, unless the Company or the Guarantor has exercised its right to redeem the Securities in full, the Company will make an offer to each holder of Securities to repurchase all or, at such holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that holder’s Securities at a repurchase price in cash equal to 101% of the aggregate principal amount of such Securities repurchased, plus any accrued and unpaid interest on such Securities repurchased to the date of repurchase.
Defeasance and Discharge of Securities (Sections 1302 and 1303 of the Indenture):    Applicable
Additional Amounts:    As set forth in Section 1004 of the Indenture, Additional Amounts (as defined therein) will be payable by the Guarantor and the Company
Other Terms of the Securities:    The other terms of the Securities shall include such other terms as are set forth in the form of Securities attached hereto as Exhibit A and in the Indenture

[the remainder of this page is intentionally left blank]


Dated: January 9, 2025

 

CRH SMW Finance Designated Activity Company
By:  

/s/ Anthony Fitzgerald

  Name:   Anthony Fitzgerald
  Title:   Authorized Signatory

[Project Castle - Signature Page to SMW §102 and §301 Officer’s Certificate]


CRH plc
By:  

/s/ Anthony Fitzgerald

  Name:   Anthony Fitzgerald
  Title:   Authorized Signatory

[Project Castle - Signature Page to SMW §102 and §301 Officer’s Certificate]


EXHIBIT A

Form of Global Notes

 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

5.125% GUARANTEED NOTES DUE 2030

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 001    $500,000,000
   CUSIP No. 12704P AB4
   ISIN No. US12704PAB40

CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on January 9, 2030, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice

 

-2-


whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH SMW Finance Designated Activity Company
As Issuer
By:  

     

  Name: Anthony Fitzgerald
  Title: Authorized Signatory

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

    

  Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2030 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, December 9, 2029 (the date that is one month prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  1.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  2.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  3.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-9-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

1. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an

 

-14-


estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

2. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

3. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

4. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

5. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

6. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

7. any combination of items (a), (b), (c), (d), (e) or (f);

 

-15-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-16-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

5.125% GUARANTEED NOTES DUE 2030

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 002    $500,000,000
   CUSIP No. 12704P AB4
   ISIN No. US12704PAB40

CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Five Hundred Million Dollars on January 9, 2030, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice

 

-2-


whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH SMW Finance Designated Activity Company
As Issuer
By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

 

  Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2030 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, December 9, 2029 (the date that is one month prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  4.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  5.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  6.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-9-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

8. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an

 

-14-


estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

9. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

10. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

11. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

12. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

13. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

14. any combination of items (a), (b), (c), (d), (e) or (f);

 

-15-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

 

-16-


No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

 

  Name: Anthony Fitzgerald
  Title: Authorized Signatory


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”). UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

CRH SMW FINANCE DESIGNATED ACTIVITY COMPANY

5.125% GUARANTEED NOTES DUE 2030

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,

AND INTEREST, FULLY AND UNCONDITIONALLY GUARANTEED BY CRH PLC

 

Registered   
No. 003    $250,000,000
   CUSIP No. 12704P AB4
   ISIN No. US12704PAB40

CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of Two Hundred and Fifty Million Dollars on January 9, 2030, and to pay interest thereon from January 9, 2025 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 9 and July 9 in each year, commencing July 9, 2025 at the rate of 5.125% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be December 25 or June 24 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice

 

-2-


whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Issuer maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Issuer payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

-3-


IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed manually or in facsimile.

Dated: January 9, 2025

 

CRH SMW Finance Designated Activity Company
As Issuer
By:  

  Name: Anthony Fitzgerald
  Title:  Authorized Signatory

 

-4-


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

 

The Bank of New York Mellon
As Trustee
By:  

  Authorized Officer

 

-5-


(REVERSE)

This Security is one of a duly authorized issue of securities of the Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of May 21, 2024 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among the Issuer, CRH plc, a public limited company organized under the laws of the Republic of Ireland, (the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, a New York banking corporation organized under the laws of the State of New York, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security, one of the series designated on the face hereof, is limited initially in aggregate principal amount to $1,250,000,000.

This Security is not redeemable prior to January 9, 2030 (the “Stated Maturity”), except that this Security may be redeemed in accordance with the terms specified below and pursuant to Section 1108 of the Indenture; the date specified for the Securities of this series, for purposes of said Section 1108, is January 6, 2025.

Prior to the Par Call Date, the Issuer may redeem all or part of the Securities as its option in whole at any time or in part from time to time at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Optional Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less interest accrued to (but excluding) the date of redemption, together with, in each case, accrued and unpaid interest on the principal amount of the Securities to be redeemed to (but excluding) the date of redemption. On or after the Par Call Date, the Issuer may redeem the Securities, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the Redemption Date. In connection with such optional redemption the following defined terms apply:

“Par Call Date” means, December 9, 2029 (the date that is one month prior to the maturity date of the Securities).

“Treasury Rate” means, with respect to any Redemption Date, the yield determined by the Issuer in accordance with the following two paragraphs.

 

-6-


The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.

If on the third Business Day preceding the Redemption Date H.15 TCM or any successor designation or publication is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

 

-7-


The Issuer’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. Once notice of redemption is sent, the Securities called for redemption will become due and payable on the Redemption Date and at the Optional Redemption Price, plus accrued and unpaid interest to the Redemption Date, subject to any conditions precedent specified in such notice.

Notice of any redemption of Securities may, at the discretion of the Issuer, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Securities to be redeemed. On or before any Redemption Date, the Issuer or the Guarantor shall deposit with a paying agent (or the Trustee) money sufficient to pay the Redemption Price of and accrued interest on the Securities to be redeemed on such date. Neither the Trustee nor the paying agent shall be responsible for calculating the Redemption Price.

In the case of a partial redemption, selection of the Securities for redemption will be made by lot, in the case where the Securities are held in global form, in accordance with the applicable procedures of the Depositary. No Securities of a principal amount of $200,000 or less will be redeemed in part. If any Security is to be redeemed in part only, the notice of redemption that relates to the Security will state the portion of the principal amount of the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the relevant Securities are held by DTC (or another depositary), DTC (or such other depositary) will determine the allocation of the Redemption Price among beneficial owners of such Securities in accordance with DTC’s (or such other depositary’s) applicable procedures.

If an Interest Payment Date, the Stated Maturity or any redemption or repayment date would fall on a day that is not a Business Day, the related payment of principal of, premium, if any, or interest on the Securities will be postponed to the next succeeding Business Day, and no interest shall accrue during the period from and after such Interest Payment Date, Stated Maturity or redemption or repayment date.

If a Change of Control Repurchase Event occurs, unless the Issuer has exercised its right to redeem the Securities of this series in full as described above or has defeased the Securities as described below, the Issuer will make an offer to each Holder of the Securities of this series to repurchase all or, at the Holder’s option, any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities at a repurchase price in cash equal to 101% of the principal amount of Securities repurchased plus any accrued and unpaid interest on the principal amount of the Securities repurchased to the date of purchase. Within 30 days following any Change

 

-8-


of Control Repurchase Event or, at the Issuer’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Issuer will give notice to each Holder by providing a written notice to the Trustee at its Corporate Trust Office, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the Securities, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the Securities by virtue of such conflict.

On the Change of Control Repurchase Event payment date, the Issuer will, to the extent lawful:

 

  7.

accept for payment all Securities or portions of Securities properly tendered pursuant to the offer described in the preceding paragraph;

 

  8.

deposit with the Trustee an amount equal to the aggregate purchase price in respect of all Securities or portions of Securities properly tendered; and

 

  9.

deliver or cause to be delivered to the Trustee the Securities properly accepted, together with an Officers’ Certificate stating the aggregate principal amount of Securities being purchased by the Issuer.

The Trustee will promptly mail to each Holder of Securities properly tendered the purchase price for the Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to any unpurchased portion of any Securities surrendered; provided that each new Security will be in a principal amount of $200,000 or an integral multiple of $1,000 in excess thereof.

The Issuer will not be required to make an offer to repurchase the Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and such third party purchases all of the Securities properly tendered and not withdrawn under its offer.

In connection with such Change of Control provision, the following defined terms apply:

 

-9-


“Below Investment Grade Rating Event” means the Securities are downgraded to a rating that is below Investment Grade by both Rating Agencies (regardless of whether the rating prior to such downgrade was Investment Grade or below Investment Grade) on any date commencing 60 days prior to the first public announcement of any Change of Control or arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by either of the Rating Agencies). Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).

“Change of Control” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Guarantor’s Voting Stock representing a majority of the voting power of the Guarantor’s then-outstanding Voting Stock or other Voting Stock into which the Voting Stock of the Guarantor is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Guarantor’s assets and the assets of its subsidiaries, taken as a whole, to one or more “persons” (as defined in the Indenture) (other than us or one of our subsidiaries); or (3) the first day on which a majority of the members of the Guarantor’s Board of Directors is composed of members who are not Continuing Directors.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (i) the Guarantor becomes a direct or indirect wholly owned subsidiary of a person and (ii) (a) the shares of the Voting Stock of the Guarantor outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, at least a majority of the Voting Stock of such person immediately after giving effect to such transaction or (b) upon completion of such transaction, the direct or indirect Holders of the Voting Stock of such person are substantially the same as the Holders of the Guarantor’s Voting Stock immediately prior to that transaction.

 

-10-


“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event, provided that no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.

“Continuing Director” means, as of any date of determination, any member of the Guarantor’s Board of Directors who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Guarantor’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade” means a rating equal to or higher than Baa3 (or the equivalent under any successor rating categories) by Moody’s or BBB- (or the equivalent under any successor rating categories) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Issuer.

“Moody’s” means Moody’s Investors Service Inc. or any successor ratings agency.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) under the Securities Exchange Act of 1934, selected by the Issuer (as certified by a resolution of the Issuer’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.

“Voting Stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

 

-11-


If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuer, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuer or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have the right to institute any proceeding with respect to the Indenture, the Guarantee endorsed hereon, this Security or for the appointment of a receiver or a trustee, or for any other remedy under the Indenture, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, (b) the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request, to the Trustee to institute such proceedings in respect of such Event of Default in its own name as Trustee under the Indenture, (c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, (d) the Trustee shall have failed to institute such proceeding and shall not have received from the Holders of a majority in principal amount of the Securities of this series at the time Outstanding a direction inconsistent with such request within 60 days after its receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the Stated Maturity (or, in the case of redemption, on the Redemption Date) specified herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

 

-12-


As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Issuer in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Issuer or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer or exchange, the Issuer, the Guarantor, the Trustee and any agent of the Issuer, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

The Indenture and this Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months.

 

-13-


GUARANTEE

For value received, CRH plc, a public limited company organized under the laws of the Republic of Ireland, having its principal office at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby fully, unconditionally and irrevocably guarantees to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee on behalf of itself and each such Holder the due and punctual payment of the principal of, premium, if any, and interest on such Security (including any additional amounts payable pursuant to Section 1004 of the Indenture in respect thereof) and the due and punctual payment of the sinking fund or analogous payments referred to therein, if any, when and as the same shall become due and payable (subject to any period of grace provided with respect thereto), whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, according to the terms thereof and of the Indenture referred to therein and the payment of any of the amounts owed by the Issuer (as hereinafter defined) under the Indenture. In case of the failure of CRH SMW Finance Designated Activity Company, a company organized under the laws of the Republic of Ireland (herein called the “Issuer”, which term includes any successor Person under such Indenture), punctually to make any such payment of principal, premium, if any, or interest or any sinking fund or analogous payment, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees, subject to the limitations and exceptions set forth below, that if any deduction or withholding for any present or future taxes, assessments or other governmental charges of the jurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Guarantor is incorporated shall at any time be required by such jurisdiction (or any such political subdivision or taxing authority) in respect of any amounts to be paid by the Guarantor under this Guarantee, then the Guarantor will pay to the Holder of a Security such additional amounts of interest as may be necessary in order that the net amounts paid to a Holder of such Security who, with respect to any such tax, assessment, or other governmental charge, is not resident in such jurisdiction, after such deduction or withholding, shall be not less than the amounts specified in such Security to which such Holder is entitled; provided, however, that the Guarantor shall not be required to make any payment of additional amounts (i) for or on account of any such tax, assessment or governmental charge imposed by the United States or any political subdivision or taxing authority thereof or therein or (ii) for or on account of:

15. any tax, assessment or other governmental charge which would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such Holder, if such Holder is an

 

-14-


estate, trust, partnership or corporation) and the taxing jurisdiction or any political subdivision or territory or possession thereof or area subject to its jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein or (ii) the presentation of a Security (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

16. any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

17. any tax, assessment, or other governmental charge which is payable otherwise than by withholding from payments of (or in respect of) principal of, premium, if any, or interest on, the Securities;

18. any tax, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Issuer or the Guarantor addressed to the Holder (i) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (ii) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (i) or (ii), is required or imposed by a statute, treaty, regulation or administrative practice of the taxing jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

19. any withholding or deduction required to be made with respect to a Security presented for payment by or on behalf of a Holder of such Security who would have been able to avoid such withholding or deduction by presenting the relevant Security to another Paying Agent; or

20. any withholding or deduction imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended from time to time, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement), or

21. any combination of items (a), (b), (c), (d), (e) or (f);

 

-15-


nor shall additional amounts be paid with respect to any payment of the principal of, premium, if any, or interest on any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the jurisdiction (or any political subdivision or taxing authority thereof or therein) to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such additional amounts had it been the Holder of the Security.

The Guarantor will use its commercially reasonable efforts to obtain certified copies of tax receipts evidencing the payment of any taxes so deducted or withheld from each taxing authority imposing such taxes. The Guarantor will, upon request, make available to the holders of the Securities certified copies of tax receipts evidencing such payment by the Guarantor or if the same are not obtainable, other evidence of such payment by the Guarantor.

The Guarantor hereby agrees that its obligations hereunder shall be as if it were principal debtor and not merely surety, and shall be absolute, full, unconditional and irrevocable, and without limiting the generality of the foregoing, shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or such Indenture, any failure to enforce the provisions of such Security or such Indenture, or any waiver, modification or indulgence granted to the Issuer with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge of a surety or guarantor; provided, however, that, notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or increase any premium payable upon redemption thereof, or alter the Stated Maturity thereof, or increase the principal amount of any Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 502 of such Indenture. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of a merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Security or the indebtedness evidenced thereby or with respect to any sinking fund or analogous payment required under such Security and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal of, premium, if any, and interest on such Security.

The Guarantor shall be subrogated to all rights of the Holder of such Security and the Trustee against the Issuer in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee, provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of, premium, if any, and interest on all Securities of the same series issued under such Indenture shall have been paid in full.

No reference herein to such Indenture and no provision of this Guarantee or of such Indenture shall alter or impair the guarantee of the Guarantor, which is absolute and unconditional, of the due and punctual payment of the principal of, premium, if any, and interest on, and any sinking fund or analogous payments with respect to, the Security upon which this Guarantee is endorsed.

 

-16-


This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication of such Security shall have been manually or electronically executed by or on behalf of the Trustee under such Indenture.

All terms used in this Guarantee which are defined in such Indenture shall have the meanings assigned to them in such Indenture.

The Guarantee shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of the State of New York.

 

-17-


Executed and dated the date on the face hereof.

 

By:  

  Name: Anthony Fitzgerald
  Title:  Authorized Signatory

Exhibit 5.1

Our Reference: PC/43295/326

phil.cody@arthurcox.com

9 January 2025

PRIVATE AND CONFIDENTIAL

 

To:

The Directors

CRH plc

Stonemason’s Way,

Rathfarnham

Dublin 6

CRH America Finance, Inc.

900 Ashwood Parkway

Suite 600

Atlanta, Georgia 30338

United States of America

 

Re:

Guarantees by CRH plc (the Guarantor) of the US$ 1,250,000,000 5.500% Guaranteed Notes due 2035 and the US$ 500,000,000 5.875% Guaranteed Notes due 2055 issued by CRH America Finance, Inc. (the Issuer and such Guaranteed Notes, the Notes)—Exhibit 5 opinion

 

1.

Basis of Opinion

 

  1.1

We act as solicitors in Ireland for the Guarantor and the Issuer.

 

  1.2

We have been requested to furnish this Opinion in connection with the issuance by the Issuer of the Notes. The Notes were registered pursuant to a filing by the Issuer with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 dated 10 May 2024 (the “Registration Statement”) and the final prospectus supplement dated 6 January 2025 (together with the base prospectus dated 10 May 2024 included in the Registration Statement, the “Prospectus”), each with respect to the offering of the Notes.

 

  1.3

The Notes are being issued under an Indenture dated 21 May 2024 by and among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee (the “Indenture”).

 

  1.4

We hereby consent to inclusion of this Opinion as an exhibit to the Form 8-K to be filed by the Guarantor with the SEC in connection with the issuance of the Notes. Further, we consent to the reference to our firm in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This Opinion is given on the basis that our clients are the Guarantor and the Issuer and we owe no duty of care to any person other than the Guarantor and the Issuer. For the purposes of giving this Opinion we have taken instructions solely from the Guarantor and the Issuer.

 

1


  1.5

This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction Documents.

 

  1.6

This Opinion is also strictly confined to:

 

  (a)

the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter; and

 

  (b)

the Notes and the Transaction Documents (and no other documents whatsoever) and the Searches,

and is subject to the assumptions and qualifications set out below.

 

  1.7

In giving this Opinion, we have relied upon the Corporate Certificates and the Searches (as defined in paragraph 1.10 below) and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificates or the Searches is required of us.

 

  1.8

No opinion is expressed as to the taxation consequences of the Transaction.

 

  1.9

For the purpose of giving this Opinion, we have examined a copy sent, by email in pdf or other electronic format, to us of the Transaction Documents and the Corporate Certificates.

 

  1.10

References in this Opinion to:

 

  (a)

Board Resolutions” means the resolutions dated 3 December 2024 of the directors of the Guarantor, the resolutions dated 3 January 2025 of a sub-committee of the board of directors of the Guarantor and the resolutions approving, among other things, the Transaction and the entry into the Transaction Documents, a certified extract of which are attached to the 2025 Corporate Certificate;

 

  (b)

Companies Act” means the Companies Act 2014 of Ireland;

 

  (c)

Corporate Certificates” means the certificates of the secretary of the Guarantor, (i) dated 21 May 2024, and (ii) dated the date hereof (the “2025 Corporate Certificate”), such certificate attaching, inter alia, the following:

 

  (A)

its certificate of incorporation;

 

  (B)

its memorandum and articles of association (together, the “Constitution”);

 

  (C)

the Board Resolutions; and

 

  (D)

specimen signatures of its directors;

 

2


  (d)

CRO” means the Irish Companies Registration Office;

 

  (e)

Guarantee” means the guarantee dated 9 January 2025 and in the form of the guarantee attached to the Notes

 

  (f)

Ireland” means Ireland exclusive of Northern Ireland and “Irish” shall be construed accordingly;

 

  (g)

SEC” means the United States Securities and Exchange Commission;

 

  (h)

Searches” means the searches listed in paragraph 1.11;

 

  (i)

Transaction” means the entry by the Guarantor into the Transaction Documents and the issue of the Guarantees thereunder;

 

  (j)

Transaction Documents” means, together, the Indenture and the Guarantee; and

 

  (k)

Underwriting Agreement” means the underwriting agreement dated 6 January 2025 between the Issuer, the Guarantor and the underwriters named therein.

 

  1.11

For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Guarantor on the date of this Opinion:

 

  (a)

on the file of the Guarantor maintained by the Registrar of Companies in the CRO for mortgages, debentures or similar charges or notices thereof and for the appointment of any examiner, receiver or liquidator;

 

  (b)

in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search;

 

  (c)

in the Central Office of the High Court for any petitions filed in respect of the Guarantor;

 

  (d)

in the Central Office of the High Court for any proceedings filed by or against the Guarantor in the five years prior to the date of the Searches; and

 

  (e)

on the register of persons disqualified or restricted from acting as directors of companies incorporated in Ireland which is maintained by the Registrar of Companies in the CRO against the names of the current directors of the Guarantor as identified in the search results referred to in sub-paragraph (a) above.

 

  1.12

This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees for our benefit that the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change in interpretation of law which may occur after the date of this Opinion.

 

3


2.

Opinion

Subject to the assumptions and qualifications set out in this Opinion, we are of the opinion that:

 

  2.1

Corporate status

The Guarantor has been duly incorporated and is validly existing as a public limited company under the laws of Ireland.

 

  2.2

Corporate capacity

The Guarantor has all requisite corporate capacity, power and authority to issue Notes, to enter into, execute, deliver and perform its obligations under the Transaction Documents and to take all action as may be necessary to complete the Transaction.

 

  2.3

Corporate authorisation

The execution, delivery and performance by the Guarantor of the Transaction Documents and the consummation of the Transaction:

 

  (a)

have been duly authorised by all necessary corporate action on the part of the Guarantor; and

 

  (b)

do not and will not violate, conflict with or constitute a default under (i) any law, order, rule, decree, statute or regulation of Ireland or (ii) the Constitution of the Guarantor.

 

  2.4

Due execution

The Transaction Documents have been duly executed and, in the case of the Guarantees, issued, by the Guarantor and are in the proper form for enforcement before the courts of Ireland.

 

  2.5

Authorisations and approvals

All necessary action required to be taken by the Guarantor pursuant to the laws of Ireland has been taken by or on behalf of the Guarantor and all the necessary authorisations, filings and approvals of governmental or regulatory authorities in Ireland have been duly obtained, for the entry into the Transaction Documents and the performance of its obligations under the Transaction Documents.

 

3.

Assumptions

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Authenticity and bona fides

 

  3.1

The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon, that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.

 

  3.2

That, where incomplete versions of the Transaction Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of the Transaction Documents correspond in all respects with the last drafts of the complete Transaction Documents submitted to us.

 

4


  3.3

That the Transaction Documents have been executed in its final form, have been delivered by the parties thereto and are not subject to any escrow arrangements and the respective terms thereof will be observed and performed by the parties thereto.

 

  3.4

That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.

 

  3.5

That each director of the Guarantor has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Guarantor and none of the directors of the Guarantor has any interest in the Transaction except to the extent permitted by the Constitution of the Guarantor.

 

  3.6

The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers.

Accuracy of Searches and the Corporate Certificates

 

  3.7

The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for, (b) the position reflected by the Searches may not be fully up-to-date and (c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Guarantor or its assets.

 

  3.8

The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificates at the time they were made and at all times thereafter.

 

  3.9

That the entry into the Transaction Documents and the issue of the Notes:

 

  (a)

did not, does not and will not contravene the laws of any jurisdiction outside Ireland;

 

  (b)

did not, does not and will not result in any breach of any agreement, instrument or obligation to which the Guarantor is a party; and

 

  (c)

was not, is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.

 

5


Commercial Benefit

 

  3.10

That the Transaction is for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.

No other information and compliance

 

  3.11

That each of the Transaction Documents and the documents referred to in it are the only documents relating to the subject matter of the Transaction (for the purposes of this Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Documents which in any way amend or vary the terms of the Transaction Documents or in any way bear upon or are inconsistent with the opinions stated herein.

Authority, Capacity, Execution and Enforceability

 

  3.12

That:

 

  (a)

no party to the Transaction Documents is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2015;

 

  (b)

the parties to the Transaction Documents (other than the Guarantor to the extent opined on herein) are duly incorporated and validly in existence and that they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Documents to which they are a party, to exercise and perform their respective rights and obligations thereunder and to render the Transaction Documents and all obligations thereunder legal, valid, binding and enforceable on them; and

 

  (c)

each party to the Transaction Documents (other than the Guarantor to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Documents and the rights and obligations set out therein.

 

  3.13

That the execution, delivery and performance of the Transaction Documents:

 

  (a)

does not and will not contravene the laws of any jurisdiction outside Ireland;

 

  (b)

does not and will not result in any breach of any agreement, instrument or obligation to which the Guarantor is a party; and

 

  (c)

is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.

 

  3.14

That the Guarantor was not mistaken in entering into the Transaction Documents as to any material relevant fact.

 

  3.15

That the Transaction Documents constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.

 

  3.16

That the full and final version of the Transaction Documents was presented to the Guarantor for execution.

 

6


Solvency and Insolvency

 

  3.17

That:

 

  (a)

the Guarantor is not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provisions under any applicable laws;

 

  (b)

the Guarantor will not as a consequence of doing any act or thing which the Transaction Documents contemplate, permit or require it to do, be unable to pay its debts within the meaning of such Sections or any analogous provision under any applicable laws;

 

  (c)

no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Guarantor or any of its assets or undertakings; and

 

  (d)

no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Guarantor.

 

  3.18

That, upon the opening of any insolvency proceedings pursuant to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast EU Insolvency Regulation”), the Guarantor will have its “centre of main interests” (as that term is used in Article 3(1) of the Recast EU Insolvency Regulation) in Ireland being the jurisdiction in which the Guarantor has its registered office and will not have an “establishment” (being any place of operations where a debtor carries out or has carried out in the 3-month period prior to the request to open main insolvency proceedings a non-transitory economic activity with human means and assets) as defined in Article 2(10) of the Recast EU Insolvency Regulation outside Ireland.

Foreign Laws

 

  3.19

That as a matter of all relevant laws (other than the laws of Ireland):

 

  (a)

all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable to permit the execution, delivery (where relevant) and performance of the Transaction Documents or to perfect, protect or preserve any of the interests created by the Transaction Documents have been obtained, made or done, or will be obtained, made or done, within any relevant time period(s); and

 

  (b)

the legal effect of the Transaction Documents, and the Transaction, and the creation of any interest the subject thereof will be, upon execution and, where relevant, delivery of any of the Transaction Documents, effective.

Financial Assistance and Connected Transactions.

 

  3.20

The Guarantor is not by entering into the Transaction Documents or performing its obligations thereunder, providing financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or otherwise) made or to be made by any person of any shares in the Guarantor or its holding company which would be prohibited by Section 82.

 

7


  3.21

That none of the transactions contemplated by the Transaction Documents are prohibited by virtue of Section 239 of the Companies Act, which prohibits certain transactions between companies and its directors or persons connected with its directors.

Governing law and jurisdiction

 

  3.22

That under all applicable laws (other than those of Ireland) the choice of the laws of the State of New York as the governing law of the Notes (to the extent that they are expressed to be governed by the laws of the State of New York) is a valid and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).

 

  3.23

That the submission of each party to the Transaction Documents to the jurisdiction of the courts of any New York State or United States Federal court sitting in the City of New York (to the extent that they are so expressed) is valid and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).

Securities Laws

 

  3.24

That the selling restrictions contained in the Prospectus Supplement have and will be at all times observed.

 

  3.25

That the Notes will have a minimum denomination of EUR100,000 (or the USD equivalent thereof as calculated at the date of issue of the Notes). In this regard we refer to the Prospectus Supplement.

 

4.

Qualifications

The opinions set out in this Opinion are subject to the following reservations:

 

  4.1

We express no opinion as to whether an issue of Notes will breach any other agreement or instrument.

 

  4.2

We have not investigated the nature of or the title to property and assets, or insurance, merger/competition, regulatory or environmental status or compliance nor have we considered any implications or perfection or other requirements arising in respect thereof. Other than the Searches, we have not conducted any other searches whatsoever. We have conducted no due diligence nor checked the regulatory status or compliance of the Guarantor or any of its affiliates or shareholders, or banks, or any other person. We have not conducted any due diligence on the status of any person or enquired or investigated as to whether they hold appropriate licenses or approvals. This qualification is without prejudice to the opinion set out at paragraph 2.5 above.

 

  4.3

If any transfer of, or payment in respect of, an issue of Notes is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then obligations to that party under such Notes or in respect of the relevant transfer or payment may be unenforceable or void.

 

8


  4.4

We note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721. Although this decision will not be binding on the courts of Ireland it will be considered as persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated versions of the same document. Our Opinion is qualified by reference to the above referenced decision.

 

  4.5

No opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the date of this opinion in relation to any of the rights and obligations contained in the Transaction Documents.

 

  4.6

No opinion is expressed on any deed or agreement envisaged by the Transaction Documents to be entered at a future date or any future action taken by a party under any of the Transaction Documents.

 

  4.7

A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that the terms of the Transaction Documents have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties.

 

  4.8

There is a possibility that an Irish court would hold that a judgment on the Transaction, whether given in an Irish court or elsewhere, would supersede the relevant agreement or instrument to all intents and purposes, so that any obligation thereunder which by its terms would survive such judgment might not be held to do so.

 

5.

No Refresher

This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.

 

Yours truly,
/s/ Arthur Cox LLP
ARTHUR COX LLP

 

9

Exhibit 5.2

Our Reference: PC/43295/326

phil.cody@arthurcox.com

9 January 2025

PRIVATE AND CONFIDENTIAL

 

To:

The Directors

CRH plc

Stonemason’s Way,

Rathfarnham

Dublin 6

CRH SMW Finance DAC.

Stonemason’s Way,

Rathfarnham

Dublin 6

 

Re:

Guarantees by CRH plc (the Guarantor) of the US$ 1,250,000,000 5.125% Guaranteed Notes due 2030 issued by CRH SMW Finance DAC (the Issuer and such Guaranteed Notes, the Notes)—Exhibit 5 opinion

 

1.

Basis of Opinion

 

  1.1

We act as solicitors in Ireland for the Guarantor and the Issuer.

 

  1.2

We have been requested to furnish this Opinion in connection with the issuance by the Issuer of the Notes. The Notes were registered pursuant to a filing by the Issuer with the SEC under the United States Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-3 dated 10 May 2024 (the “Registration Statement”) and the final prospectus supplement dated 6 January 2025 (together with the base prospectus dated 10 May 2024 included in the Registration Statement, the “Prospectus”), each with respect to the offering of the Notes.

 

  1.3

The Notes are being issued under an Indenture dated 21 May 2024 by and among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee (the “Indenture”).

 

  1.4

We hereby consent to inclusion of this Opinion as an exhibit to the Form 8-K to be filed by the Guarantor with the SEC in connection with the issuance of the Notes. Further, we consent to the reference to our firm in the Prospectus. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This Opinion is given on the basis that our clients are the Guarantor and the Issuer and we owe no duty of care to any person other than the Guarantor and the Issuer. For the purposes of giving this Opinion we have taken instructions solely from the Guarantor and the Issuer.

 

1


  1.5

This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as at the date hereof as currently applied by the courts of Ireland. We have made no investigations of and we express no opinion as to the laws of any other jurisdiction or the effect thereof. In particular, we express no opinion on the laws of the European Union as they affect any jurisdiction other than Ireland. We have assumed without investigation that insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Transaction Documents.

 

  1.6

This Opinion is also strictly confined to:

 

  (a)

the matters expressly stated herein and is not to be read as extending by implication or otherwise to any other matter; and

 

  (b)

the Notes and the Transaction Documents (and no other documents whatsoever) and the Searches,

and is subject to the assumptions and qualifications set out below.

 

  1.7

In giving this Opinion, we have relied upon the Corporate Certificates and the Searches (as defined in paragraph 1.10 below) and we give this Opinion expressly on the terms that no further investigation or diligence in respect of any matter referred to in the Corporate Certificates or the Searches is required of us.

 

  1.8

No opinion is expressed as to the taxation consequences of the Transaction.

 

  1.9

For the purpose of giving this Opinion, we have examined a copy sent, by email in pdf or other electronic format, to us of the Transaction Documents and the Corporate Certificates.

 

  1.10

References in this Opinion to:

 

  (a)

Board Resolutions” means (i) the resolutions dated 3 December 2024 of the directors of the Guarantor and the resolutions dated 3 January 2025 of a sub-committee of the board of directors of the Guarantor, and (ii) the resolutions dated 3 January 2025 of the directors of the Issuer, each approving, among other things, the Transaction and the entry into the Transaction Documents, a certified extract of which are attached to the 2025 Corporate Certificates;

 

  (b)

Companies Act” means the Companies Act 2014 of Ireland;

 

  (c)

Corporate Certificates” means the certificates of the secretary of the Guarantor and the Issuer, (i) dated 21 May 2024, and (ii) dated the date hereof (the “2025 Corporate Certificates”), attaching, inter alia, the following:

 

  (A)

its certificate of incorporation;

 

  (B)

its memorandum and articles of association (together, the “Constitution”);

 

  (C)

the relevant Board Resolutions; and

 

  (D)

specimen signatures of its directors;

 

  (d)

CRO” means the Irish Companies Registration Office;

 

2


  (e)

Guarantee” means the guarantee dated the date of this Opinion and in the form of the guarantee attached to the Notes;

 

  (f)

Ireland” means Ireland exclusive of Northern Ireland and “Irish” shall be construed accordingly;

 

  (g)

SEC” means the United States Securities and Exchange Commission;

 

  (h)

Searches” means the searches listed in paragraph 1.11;

 

  (i)

Transaction” means the entry by the Guarantor and the Issuer into the Transaction Documents and the issue of the Notes thereunder;

 

  (j)

Transaction Documents” means, together, the Indenture and the Guarantee; and

 

  (k)

Underwriting Agreement” means the underwriting agreement dated 6 January 2025 between the Issuer, the Guarantor and the underwriters named therein.

 

  1.11

For the purpose of giving this Opinion, we have caused to be made the following legal searches against the Guarantor and the Issuer on the date of this Opinion:

 

  (a)

on the file of the Guarantor and the Issuer maintained by the Registrar of Companies in the CRO for mortgages, debentures or similar charges or notices thereof and for the appointment of any examiner, receiver or liquidator;

 

  (b)

in the Judgments Office of the High Court for unsatisfied judgments, orders, decrees and the like for the twelve years immediately preceding the date of the search;

 

  (c)

in the Central Office of the High Court for any petitions filed in respect of the Guarantor and the Issuer;

 

  (d)

in the Central Office of the High Court for any proceedings filed by or against the Guarantor and the Issuer in the five years prior to the date of the Searches; and

 

  (e)

on the register of persons disqualified or restricted from acting as directors of companies incorporated in Ireland which is maintained by the Registrar of Companies in the CRO against the names of the current directors of the Guarantor and the Issuer as identified in the search results referred to in sub-paragraph (a) above.

 

  1.12

This Opinion is governed by and is to be construed in accordance with the laws of Ireland (as interpreted by the courts of Ireland at the date hereof) and anyone seeking to rely on this Opinion agrees for our benefit that the courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of, or in connection with this Opinion. This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you of any change in law or change in interpretation of law which may occur after the date of this Opinion.

 

3


2.

Opinion

Subject to the assumptions and qualifications set out in this Opinion, we are of the opinion that:

 

  2.1

Corporate status

The Guarantor has been duly incorporated and is validly existing as a public limited company under the laws of Ireland. The Issuer has been duly incorporated and is validly existing as a designated activity company under the laws of Ireland.

 

  2.2

Corporate capacity

The Guarantor and the Issuer have all requisite corporate capacity, power and authority to issue the Notes, enter into, execute, deliver and perform its obligations under the Transaction Documents and to take all action as may be necessary to complete the Transaction.

 

  2.3

Corporate authorisation

The execution, delivery and performance by the Guarantor and the Issuer of the Transaction Documents and the consummation of the Transaction:

 

  (a)

have been duly authorised by all necessary corporate action on the part of the Guarantor and the Issuer; and

 

  (b)

do not and will not violate, conflict with or constitute a default under (i) any law, order, rule, decree, statute or regulation of Ireland or (ii) the Constitution of the Guarantor or the Issuer.

 

  2.4

Due execution

The Transaction Documents have been duly executed, and in the case of the Guarantees, issued, by the Guarantor and the Issuer and are in the proper form for enforcement before the courts of Ireland.

 

  2.5

Authorisations and approvals

All necessary action required to be taken by the Guarantor and the Issuer pursuant to the laws of Ireland has been taken by or on behalf of the Guarantor and the Issuer and all the necessary authorisations, filings and approvals of governmental or regulatory authorities in Ireland have been duly obtained, for the entry into the Transaction Documents and the performance of its obligations under the Transaction Documents.

 

3.

Assumptions

For the purpose of giving this Opinion we assume the following, without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption:

Authenticity and bona fides

 

  3.1

The truth, completeness, accuracy and authenticity of all copy letters, resolutions, certificates, permissions, minutes, authorisations and all other documents of any kind submitted to us as originals or copies of originals, and (in the case of copies) conformity to the originals of copy documents, the genuineness of all signatures, stamps and seals thereon, that any signatures are the signatures of the persons who they purport to be and that each original was executed in the manner appearing on the copy.

 

4


  3.2

That, where incomplete versions of the Transaction Documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of the Transaction Documents correspond in all respects with the last drafts of the complete Transaction Documents submitted to us.

 

  3.3

That the Transaction Documents have been executed in its final form, have been delivered by the parties thereto and are not subject to any escrow arrangements and the respective terms thereof will be observed and performed by the parties thereto.

 

  3.4

That the copies produced to us of minutes of meetings and/or of resolutions correctly record the proceedings at such meetings and/or the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held and all formalities were duly observed, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout, that no further resolutions have been passed or corporate or other action taken which would or might alter the effectiveness thereof and that such resolutions have not been amended or rescinded and are in full force and effect.

 

  3.5

That each director of the Guarantor and the Issuer has disclosed any interest which he may have in the Transaction in accordance with the provisions of the Companies Act and the Constitution of the Guarantor and the Issuer and none of the directors of the Guarantor or the Issuer has any interest in the Transaction except to the extent permitted by the Constitution of the Guarantor and the Issuer.

 

  3.6

The absence of fraud, coercion, duress or undue influence and lack of bad faith on the part of the parties to the Transaction Documents and their respective officers, employees, agents and (with the exception of Arthur Cox LLP) advisers.

Accuracy of Searches and the Corporate Certificates

 

  3.7

The accuracy and completeness of the information disclosed in the Searches and that such information is accurate as of the date of this Opinion and has not since the time of such search been altered. In this connection, it should be noted that (a) the matters disclosed in the Searches may not present a complete summary of the actual position on the matters we have caused searches to be conducted for, (b) the position reflected by the Searches may not be fully up-to-date and (c) searches at the CRO do not necessarily reveal whether or not a prior charge has been created or a resolution has been passed or a petition presented or any other action taken for the winding-up of, or the appointment of a receiver or an examiner to, the Guarantor or the Issuer or their respective assets.

 

  3.8

The truth, completeness and accuracy of all representations and statements as to factual matters contained in the Corporate Certificates at the time they were made and at all times thereafter.

 

  3.9

That the entry into the Transaction Documents and the issue of the Notes:

 

  (a)

did not, does not and will not contravene the laws of any jurisdiction outside Ireland;

 

  (b)

did not, does not and will not result in any breach of any agreement, instrument or obligation to which the Guarantor or the Issuer is a party; and

 

5


  (c)

was not, is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.

Commercial Benefit

 

  3.10

That the Transaction is for bona fide commercial purposes, on arm’s length terms and for the benefit of each party thereto and are in those parties’ respective commercial interests and for their respective corporate benefit.

No other information and compliance

 

  3.11

That each of the Transaction Documents and the documents referred to in it are the only documents relating to the subject matter of the Transaction (for the purposes of this Opinion) and that there are no agreements or arrangements of any sort in existence between the parties to the Transaction Documents which in any way amend or vary the terms of the Transaction Documents or in any way bear upon or are inconsistent with the opinions stated herein.

Authority, Capacity, Execution and Enforceability

 

  3.12

That:

 

  (a)

no party to the Transaction Documents is a “consumer” for the purposes of Irish law or a “personal consumer” for the purposes of the Central Bank of Ireland’s Consumer Protection Code 2015;

 

  (b)

the parties to the Transaction Documents (other than the Guarantor and the Issuer to the extent opined on herein) are duly incorporated and validly in existence and that they and their respective signatories have the appropriate capacity, power and authority to execute the Transaction Documents to which they are a party, to exercise and perform their respective rights and obligations thereunder and to render the Transaction Documents and all obligations thereunder legal, valid, binding and enforceable on them; and

 

  (c)

each party to the Transaction Documents (other than the Guarantor and the Issuer to the extent opined on herein) has taken all necessary corporate action and other steps to execute, deliver, exercise and perform the Transaction Documents and the rights and obligations set out therein.

 

  3.13

That the execution, delivery and performance of the Transaction Documents :

 

  (a)

does not and will not contravene the laws of any jurisdiction outside Ireland;

 

  (b)

does not and will not result in any breach of any agreement, instrument or obligation to which the Guarantor and the Issuer is a party; and

 

  (c)

is not and will not be illegal or unenforceable by virtue of the laws of any jurisdiction outside Ireland.

 

  3.14

That the Guarantor or the Issuer was not mistaken in entering into the Transaction Documents as to any material relevant fact.

 

  3.15

That the Transaction Documents constitute legal, valid and binding obligations of the parties thereto, enforceable in accordance with their respective terms under the laws of any relevant jurisdiction other than Ireland insofar as opined on herein.

 

6


  3.16

That the full and final version of the Transaction Documents was presented to the Guarantor and the Issuer for execution.

Solvency and Insolvency

 

  3.17

That:

 

  (a)

the Guarantor or the Issuer is not unable to pay its debts within the meaning of Sections 509(3) and 570 of the Companies Act or any analogous provisions under any applicable laws;

 

  (b)

the Guarantor and the Issuer will not as a consequence of doing any act or thing which the Transaction Documents contemplate, permit or require it to do, be unable to pay its debts within the meaning of such Sections or any analogous provision under any applicable laws;

 

  (c)

no liquidator, receiver or examiner or other similar or analogous officer has been appointed in relation to the Guarantor or the Issuer or any of its respective assets or undertakings; and

 

  (d)

no petition for the making of a winding-up order or the appointment of an examiner or any similar officer or any analogous procedure has been presented in relation to the Guarantor or the Issuer.

 

  3.18

That, upon the opening of any insolvency proceedings pursuant to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast EU Insolvency Regulation”), the Guarantor and the Issuer will have their respective “centre of main interests” (as that term is used in Article 3(1) of the Recast EU Insolvency Regulation) in Ireland being the jurisdiction in which the Guarantor and the Issuer has its registered office and will not have an “establishment” (being any place of operations where a debtor carries out or has carried out in the 3-month period prior to the request to open main insolvency proceedings a non-transitory economic activity with human means and assets) as defined in Article 2(10) of the Recast EU Insolvency Regulation outside Ireland.

Foreign Laws

 

  3.19

That as a matter of all relevant laws (other than the laws of Ireland):

 

  (a)

all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable to permit the execution, delivery (where relevant) and performance of the Transaction Documents or to perfect, protect or preserve any of the interests created by the Transaction Documents have been obtained, made or done, or will be obtained, made or done, within any relevant time period(s); and

 

  (b)

the legal effect of the Transaction Documents, and the Transaction, and the creation of any interest the subject thereof will be, upon execution and, where relevant, delivery of any of the Transaction Documents, effective.

Financial Assistance and Connected Transactions.

 

  3.20

The Guarantor and the Issuer are not by entering into the Transaction Documents or performing its obligations thereunder, providing financial assistance for the purpose of an acquisition (by way of subscription, purchase, exchange or otherwise) made or to be made by any person of any shares in the Guarantor or the Issuer or any holding company which would be prohibited by Section 82.

 

7


  3.21

That none of the transactions contemplated by the Transaction Documents are prohibited by virtue of Section 239 of the Companies Act, which prohibits certain transactions between companies and its directors or persons connected with its directors.

Governing law and jurisdiction

 

  3.22

That under all applicable laws (other than those of Ireland) the choice of the laws of the State of New York as the governing law of the Notes (to the extent that they are expressed to be governed by the laws of the State of New York) is a valid and binding selection which will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).

 

  3.23

That the submission of each party to the Transaction Documents to the jurisdiction of the courts of any New York State or United States Federal court sitting in the City of New York (to the extent that they are so expressed) is valid and binding and will be upheld, recognised and given effect by the courts of any relevant jurisdiction (other than those of Ireland).

Securities Laws

 

  3.24

That the selling restrictions contained in the Prospectus Supplement have and will be at all times observed.

 

  3.25

That the Notes will have a minimum denomination of EUR100,000 (or the USD equivalent thereof as calculated at the date of issue of the Notes). In this regard we refer to the Prospectus Supplement.

 

4.

Qualifications

The opinions set out in this Opinion are subject to the following reservations:

 

  4.1

We express no opinion as to whether an issue of Notes will breach any other agreement or instrument.

 

  4.2

We have not investigated the nature of or the title to property and assets, or insurance, merger/competition, regulatory or environmental status or compliance nor have we considered any implications or perfection or other requirements arising in respect thereof. Other than the Searches, we have not conducted any other searches whatsoever. We have conducted no due diligence nor checked the regulatory status or compliance of the Guarantor or the Issuer or any of their affiliates or shareholders, or banks, or any other person. We have not conducted any due diligence on the status of any person or enquired or investigated as to whether they hold appropriate licenses or approvals. This qualification is without prejudice to the opinion set out at paragraph 2.5 above.

 

  4.3

If any transfer of, or payment in respect of, an issue of Notes is controlled by or otherwise connected with a person (or is itself) resident in, incorporated in or constituted under the laws of a country which is the subject of United Nations, European Union or Irish sanctions or sanctions under the Treaty on the Functioning of the European Union, as amended, or is otherwise the target of any such sanctions, then obligations to that party under such Notes or in respect of the relevant transfer or payment may be unenforceable or void.

 

8


  4.4

We note the decision in the English case of R (on the application of Mercury Tax Ltd) v. Revenue and Customs Commissioners [2008] EWHC 2721. Although this decision will not be binding on the courts of Ireland it will be considered as persuasive authority. One of the decisions in that case would appear to indicate that a previously executed signature page from one document may not be transferred to another document, even where the documents in question are simply updated versions of the same document. Our Opinion is qualified by reference to the above referenced decision.

 

  4.5

No opinion is expressed on any deed of assignment, transfer, accession or similar document executed after the date of this opinion in relation to any of the rights and obligations contained in the Transaction Documents.

 

  4.6

No opinion is expressed on any deed or agreement envisaged by the Transaction Documents to be entered at a future date or any future action taken by a party under any of the Transaction Documents.

 

  4.7

A particular course of dealing among the parties or an oral amendment, variation or waiver may result in an Irish court finding that the terms of the Transaction Documents have been amended, varied or waived even if such course of dealing or oral amendment, variation or waiver is not reflected in writing among the parties.

 

  4.8

There is a possibility that an Irish court would hold that a judgment on the Transaction, whether given in an Irish court or elsewhere, would supersede the relevant agreement or instrument to all intents and purposes, so that any obligation thereunder which by its terms would survive such judgment might not be held to do so.

 

5.

No Refresher

This Opinion speaks only as of its date. We are not under any obligation to update this Opinion from time to time or to notify you of any change of law, fact or circumstances referred to or relied upon in the giving of this Opinion.

 

Yours truly,
/s/ Arthur Cox LLP
ARTHUR COX LLP

 

9

Exhibit 5.3

[Letterhead of Sullivan & Cromwell LLP]

January 9, 2025

CRH America Finance, Inc.

900 Ashwood Parkway, Suite 600

Atlanta, Georgia, 30338,

United States of America.

CRH plc,

Stonemason’s Way,

Rathfarnham, Dublin 16, D16 KH51

Ireland.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”), of US$1,250,000,000 aggregate principal amount of 5.500% guaranteed notes due 2035 (the “2035 Notes”) and US$500,000,000 aggregate principal amount of 5.875% guaranteed notes due 2055 (the “2055 Notes” and together with the 2035 Notes, the “Securities”) of CRH America Finance, Inc., a Delaware corporation (the “Company”), unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by CRH plc, a public limited company organized under the laws of Ireland (“CRH”), issued pursuant to an Indenture, dated as of May 21, 2024 (the “Indenture”), between the Company, CRH and The Bank of New York Mellon, as trustee (the “Trustee”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.


CRH America Finance, Inc.    -2-
CRH plc   

 

Upon the basis of such examination, it is our opinion that, (i) the Securities constitute valid and legally binding obligations of the Company and (ii) the Guarantees constitute valid and legally binding obligations of CRH, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the Securities, the Guarantees or their offer and sale.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Irish law, we note that you have received an opinion, dated as of the date hereof, of Arthur Cox LLP, Irish legal counsel to CRH.

For purposes of our opinion, we have assumed that (i) CRH has been duly incorporated and is an existing public limited company under the laws of Ireland, (ii) the Indenture has been duly authorized, executed and delivered by CRH insofar as the laws of Ireland are concerned, (iii) the execution and delivery of the Indenture and the execution, issuance, sale and delivery of the Securities and the Guarantees did not result in any breach or violation of, or conflict with, any statute, rule or regulation of Ireland, (iv) the provisions of the Indenture designating the law of the State of New York as the


CRH America Finance, Inc.    -3-
CRH plc   

 

governing law of the Indenture are valid and binding on CRH under the laws of Ireland, (v) the Guarantees have been duly authorized, executed, issued and delivered insofar as the laws of Ireland are concerned, (vi) the Indenture has been duly authorized, executed and delivered by the Trustee, (vii) the Securities and Guarantees conform to the specimens thereof examined by us, (viii) the Trustee’s certificates of authentication of the Securities have been signed by one of the Trustee’s authorized officers and (ix) the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We have also relied as to certain factual matters on information obtained from public officials, officers of CRH and the Company and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by CRH on the date hereof and its incorporation by reference into the Company’s Registration Statement on Form S-3 relating to the Securities and Guarantees and to the reference to us under the heading “Validity of the Notes and the Guarantees” in the prospectus supplement, dated January 6, 2025, relating to the Securities and Guarantees. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,
/s/ SULLIVAN & CROMWELL LLP

Exhibit 5.4

[Letterhead of Sullivan & Cromwell LLP]

January 9, 2025

CRH SMW Finance Designated Activity Company

Stonemason’s Way,

Rathfarnham, Dublin 16, D16 KH51

Ireland.

CRH plc,

Stonemason’s Way,

Rathfarnham, Dublin 16, D16 KH51

Ireland.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”), of US$1,250,000,000 aggregate principal amount of 5.125% guaranteed notes due 2030 (the “Securities”) of CRH SMW Finance Designated Activity Company, a designated activity company organized under the laws of Ireland (the “Company”), unconditionally guaranteed as to payment of principal, premium, if any, and interest (the “Guarantees”) by CRH plc, a public limited company organized under the laws of Ireland (“CRH”), issued pursuant to an Indenture, dated as of May 21, 2024 (the “Indenture”), between the Company, CRH and The Bank of New York Mellon, as trustee (the “Trustee”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.


CRH SMW Finance Designated Activity Company

CRH plc

  - 2 -

 

Upon the basis of such examination, it is our opinion that, (i) the Securities constitute valid and legally binding obligations of the Company and (ii) the Guarantees constitute valid and legally binding obligations of CRH, subject in each case to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the Securities, the Guarantees or their offer and sale.

The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Irish law, we note that you have received an opinion, dated as of the date hereof, of Arthur Cox LLP, Irish legal counsel to CRH.

For purposes of our opinion, we have assumed that (i) CRH has been duly incorporated and is an existing public limited company under the laws of Ireland, (ii) the Company has been duly incorporated and is an existing designated activity company under the laws of Ireland, (iii) the Indenture has been duly authorized, executed and delivered by CRH and the Company, as applicable, in each case insofar as the laws of Ireland are concerned, (iv) the execution and delivery of the Indenture and the execution, issuance, sale and delivery of the Securities and the Guarantees did not result in any breach or violation of, or conflict with, any statute, rule or regulation of Ireland, (v) the provisions of the Indenture designating the law of the State of New York as the


CRH SMW Finance Designated Activity Company

CRH plc

  - 3 -

 

governing law of the Indenture are valid and binding on each of CRH and the Company, under the laws of Ireland, (vi) the Securities and the Guarantees have been duly authorized, executed, issued and delivered insofar as the laws of Ireland are concerned, (vii) the Indenture has been duly authorized, executed and delivered by the Trustee, (viii) the Securities and Guarantees conform to the specimens thereof examined by us, (ix) the Trustee’s certificates of authentication of the Securities have been signed by one of the Trustee’s authorized officers and (x) the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We have also relied as to certain factual matters on information obtained from public officials, officers of CRH and the Company and other sources believed by us to be responsible.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by CRH on the date hereof and its incorporation by reference into the Company’s Registration Statement on Form S-3 relating to the Securities and Guarantees and to the reference to us under the heading “Validity of the Notes and the Guarantees” in the prospectus supplement, dated January 6, 2025, relating to the Securities and Guarantees. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

Very truly yours,
/s/ SULLIVAN & CROMWELL LLP
v3.24.4
Document and Entity Information
Jan. 09, 2025
Document And Entity Information [Line Items]  
Entity Registrant Name CRH PUBLIC LTD CO
Amendment Flag false
Entity Central Index Key 0000849395
Document Type 8-K
Document Period End Date Jan. 09, 2025
Entity Incorporation State Country Code L2
Entity File Number 001-32846
Entity Tax Identification Number 98-0366809
Entity Address, Address Line One Stonemason’s Way
Entity Address, Address Line Two Rathfarnham
Entity Address, City or Town Dublin
Entity Address, Postal Zip Code D16 KH51
Entity Address, Country IE
City Area Code 353 1
Local Phone Number 404 1000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Ordinary Shares of €0.32 each
Trading Symbol CRH
Security Exchange Name NYSE
Five Point Two Percent Guaranteed Notes Due 2029 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 5.200% Guaranteed Notes due 2029
Trading Symbol CRH/29
Security Exchange Name NYSE
Six Point Four Percent Notes Due 2033 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.400% Notes due 2033
Trading Symbol CRH/33A
Security Exchange Name NYSE
Five Point Four Percent Guaranteed Notes Due 2034 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 5.400% Guaranteed Notes due 2034
Trading Symbol CRH/34
Security Exchange Name NYSE

CRH (NYSE:CRH)
Historical Stock Chart
Von Dez 2024 bis Jan 2025 Click Here for more CRH Charts.
CRH (NYSE:CRH)
Historical Stock Chart
Von Jan 2024 bis Jan 2025 Click Here for more CRH Charts.