Cemex 2012 Annual Report Download - page 79

Notes to the
consolidated
financial
statements
79
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On July 11, 2011, CEMEX, S.A.B. de C.V. closed the reopening of the January 2011 Notes, described below, and issued US$650
aggregate principal amount of additional notes at 97.616% of face value plus any accrued interest. CEMEX used the net proceeds
from the reopening for general corporate purposes and the repayment of debt, including debt under the Financing Agreement.
On April 5, 2011, CEMEX, S.A.B. de C.V. closed the offering of US$800 aggregate principal amount of Floating Rate Senior
Secured Notes due in 2015 (the “April 2011 Notes”), which were issued at 99.001% of face value. The April 2011 Notes
are unconditionally guaranteed by CEMEX México, S.A. de C.V., New Sunward Holding B.V., CEMEX España, S.A. and the New
Guarantors. The net proceeds from the offering, approximately US$788, were used to repay indebtedness under the Financing
Agreement.
On March 4, 2011, a CEMEX subsidiary closed a private exchange transaction whereby it exchanged approximately €119
aggregate principal amount of 6.277% perpetual debentures for approximately US$125 ($1,491) aggregate principal amount
of new 9.25% Dollar-denominated senior secured notes due 2020, described below. As a result of the private exchange,
approximately €119 in aggregate principal amount of the 6.277% Perpetual Debentures were cancelled, generating in 2011 a
gain of approximately $446, representing the difference between the notional amount of the reacquired perpetual debentures and
the new senior secured notes, which was recognized within “Other equity reserves.”
On January 11, 2011, CEMEX, S.A.B. de C.V. closed the offering of US$1,000 aggregate principal amount of its 9.0% senior
secured notes due in 2018 (the “January 2011 Notes”), which were issued at 99.364% of face value, and are callable beginning
on their fourth anniversary. The January 2011 Notes share the collateral pledged to the lenders under the Facilities Agreement
and other senior secured indebtedness having the benefit of such collateral, and are guaranteed by CEMEX México, S.A. de C.V.,
New Sunward Holding B.V., CEMEX España, S.A. and the New Guarantors.
In May 2010, CEMEX exchanged at a discount, part of each series of its perpetual debentures (note 20D) into new senior
secured notes as follows: (1) US$1,067 senior secured notes denominated in Dollars maturing in May 2020, with an annual
coupon of 9.25% and callable commencing on the fifth anniversary of their issuance; and (2) €115 (US$153) senior secured
notes denominated in Euros maturing in May 2017, with an annual coupon of 8.875% and callable commencing on the fourth
anniversary of their issuance. The senior secured notes, issued by the Luxembourg branch of CEMEX España, S.A., are fully
guaranteed by CEMEX, S.A.B. de C.V., CEMEX México S.A. de C.V., New Sunward Holding B.V. and the New Guarantors. As a result
of the exchange, CEMEX generated a gain of approximately $5,401 (US$437), representing the difference between the amount
of perpetual debentures reacquired and the amount of new secured notes issued, which was recorded in “Other equity reserves”
in 2010.
On January 13, 2010, through a reopening of the offering of its 9.5% notes due in 2016 issued on December 14, 2009, a CEMEX
financial subsidiary issued notes for an additional amount of US$500. The additional notes were issued at a price of US$105.25
per US$100 principal amount plus accrued interest from December 14, 2009 with a yield to maturity of 8.477%. CEMEX used
approximately US$411 of the net proceeds to prepay principal due in 2011 under the Financing Agreement and the difference
was used for general corporate purposes. The original and additional notes are guaranteed by CEMEX, S.A.B. de C.V., CEMEX
México S.A. de C.V., New Sunward Holding B.V. and the New Guarantors.
Facilities Agreement and Financing Agreement
On August 14, 2009, CEMEX, S.A.B. de C.V. and certain subsidiaries entered into the original Financing Agreement with its major
creditors, by means of which the maturities of approximately US$14,961 ($195,839) (amount determined in accordance with
the contracts) of syndicated and bilateral loans, private placement notes and other obligations were extended, providing for a
semi-annual amortization schedule. The Financing Agreement is guaranteed by CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V.,
New Sunward Holding B.V., CEMEX España, S.A., CEMEX Concretos, S.A. de C.V., CEMEX Corp., CEMEX Finance LLC and Empresas
Tolteca de México, S.A. de C.V. As of December 31, 2011 and 2010, after the application of the proceeds from the refinancing
transactions disclosed above and in note 16B and others, the application of the net proceeds obtained from the sale of assets,
and the equity offering in 2009, the remaining debt balance under the Financing Agreement was approximately US$7,195
($100,442) and US$9,566 ($118,235), respectively, with payments due as of August 31, 2012 of approximately US$488 in
December 2013 and US$6,707 at final maturity in February 2014, each calculated as of August 30, 2012. Considering that
CEMEX was able to prepay by December 31, 2011 approximately US$2,301 of debt under the Financing Agreement, CEMEX
avoided an increase in the interest rate of debt under such agreement of 0.5%. Until its maturity, the Financing Agreement does
not provide for any further increases in the interest rate associated with a certain amount of prepayments.