Cemex Presents Refinancing Proposal to Its Lenders under Its Financing Agreement
CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that during the meetings with its lenders to be held in New York today and in Madrid on July 2, 2012, CEMEX will outline a refinancing proposal (the “Proposed Transaction”) to its full syndicate of lenders under the Financing Agreement, dated as of August 14, 2009, as amended (the “Existing Financing Agreement”). The Proposed Transaction had been previously discussed and negotiated with a number of CEMEX's banks which hold approximately 50% of the existing exposures under the Existing Financing Agreement. The principal terms of the Proposed Transaction, which includes an exchange offer (the “Exchange Offer”) and a consent request (the “Consent Request”), are as follows:
Exchange Offer and Exchanging Participating Creditor Fee: CEMEX is proposing that creditors exchange their existing exposures under the Existing Financing Agreement into one or a combination of the following:
(a) new loans (the “New Loans”) or, for private placement notes, new private placement notes (the “New USPP Notes”), or
(b) up to U.S.$500 million in new high yield notes (the “New HY Notes”) to be issued by CEMEX, bearing interest at an annual rate of 9.5% and maturing in June 2018, having terms substantially similar to those of senior secured notes previously issued by CEMEX and/or its subsidiaries. The New HY Notes will be callable in 2016 and will be guaranteed by CEMEX México, S.A. de C.V., CEMEX España, S.A., CEMEX Corp., CEMEX Concretos, S.A. de C.V., Empresas Tolteca de México, S.A. de C.V., New Sunward Holding B.V. and the New Guarantors referred to below. In the case of over-subscription, New HY Notes will be allocated pro rata, and the remaining balance of any subscription would be re-allocated to New Loans or New USPP Notes, as applicable. There will be priority allocation for tenders received within a 10 business day early tender period, and if, as a result of over-subscription due to tenders submitted during the early tender period, a tendering holder was not allocated at least 75% of its requested subscription to the New HY Notes, it will have the option to revoke its tender. The Exchange Offer will remain open for 30 business days.
Creditors that participate in the Exchange Offer will receive an exchange fee of 80 basis points calculated on the amount of their existing exposures under the Existing Financing Agreement exchanged for New Loans or New USPP Notes.
New Maturity, Initial Paydown, Springing Maturities and Intermediate Amortizations: The Proposed Transaction effectively treats the exposures of accepting participating creditors who elect to receive New Loans or New USPP Notes as being extended from February 14, 2014 to February 14, 2017 under a new facilities agreement (the “New Facilities Agreement”). In addition, the New Facilities Agreement will have the following required amortization payments: (i) U.S.$500 million on February 14, 2014, (ii) U.S.$250 million on June 30, 2016 and (iii) U.S.$250 million on December 16, 2016. If CEMEX does not paydown U.S.$1.0 billion by March 31, 2013, the maturity date of the New Facilities Agreement will revert to February 14, 2014. CEMEX may, with ⅔ participating creditor approval under the New Facilities Agreement, obtain a 90-day extension of the March 31, 2013 milestone date. In addition, the February 14, 2017 maturity date will be reset to earlier dates if any capital markets debt of CEMEX and/or its subsidiaries maturing prior to February 14, 2017 is not entirely refinanced prior to the maturity of such capital markets debt.
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