Cemex 2012 Annual Report Download - page 136

Notes to the
financial
statements
136
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Relevant debt transactions during 2012 and 2011
On September 17, 2012, CEMEX, S.A.B. de C.V. concluded the refinancing process of a substantial portion of its then outstanding
debt under the Financing Agreement, as amended on several dates during 2009, 2010, 2011 and finally on September 17, 2012
(the “Financing Agreement”), with the completion of the Exchange Offer on September 17, 2012, as further described in this note.
On September 17, 2012, in connection with the Facilities Agreement described elsewhere in this note 10A, CEMEX, S.A.B. de
C.V. issued US$500 aggregate principal amount of 9.5% senior secured notes due in 2018 (the “September 2012 Notes”). The
September 2012 Notes were issued in exchange for loans and private placements outstanding under the Financing Agreement.
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 S.A.B. de C.V. 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. and CEMEX España, S.A., as well as by
CEMEX Research Group AG, CEMEX Shipping B.V., CEMEX Asia B.V., CEMEX France Gestion (S.A.S.), CEMEX UK, and CEMEX
Egyptian Investments B.V. ( jointly the “New Guarantors”). The net proceeds from the offering, approximately US$788, were used
to repay indebtedness under the Financing Agreement.
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. and CEMEX España, S.A. 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 this note 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.
On September 17, 2012, CEMEX, S.A.B. de C.V. completed a refinancing process of a substantial portion of its then outstanding
debt under the Financing Agreement, as amended on several dates. Pursuant to CEMEX, S.A.B. de C.V.’s exchange proposal (the
“Exchange Offer”), creditors were invited to exchange their existing exposures under the existing Financing Agreement into
one or a combination of the following instruments: a) new loans (“New Loans”) or private placement notes (“New USPP Notes”),
as applicable, or b) up to US$500 in new 9.5% notes (the “September 2012 Notes”) to be issued by CEMEX, S.A.B. de C.V.
maturing in June 2018, having terms substantially similar to those of senior secured notes previously issued by CEMEX, S.A.B.
de C.V. and/or its subsidiaries. The September 2012 Notes were allocated pro rata to the participating creditors of the Financing
Agreement in the Exchange Offer that elected to receive the September 2012 Notes in the Exchange Offer. Financing Agreement
creditors accepting certain amendments, including the elimination of the benefit of the security package among others, received
an amendment fee of 20 basis points (“bps”) calculated on the amount of their existing exposures under such agreement.