6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 or 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the month of November 2021

Commission File Number: 001-14946

 

 

CEMEX, S.A.B. de C.V.

(Translation of Registrant’s name into English)

 

 

Avenida Ricardo Margáin Zozaya #325, Colonia Valle del Campestre,

San Pedro Garza García, Nuevo León 66265, México

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


Contents

 

1.

Certain information with respect to the refinancing of a portion of the indebtedness of CEMEX, S.A.B. de C.V. (NYSE: CX) (“CEMEX”).

 

2.

Press release dated November 8, 2021, announcing the refinancing of a portion of the indebtedness of CEMEX.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, CEMEX, S.A.B. de C.V. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       

CEMEX, S.A.B. de C.V.

        (Registrant)
Date:  

November 8, 2021

    By:  

/s/ Rafael Garza Lozano

        Name:   Rafael Garza Lozano
        Title:   Chief Comptroller

 

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EXHIBIT INDEX

 

EXHIBIT

NO.

  

DESCRIPTION

1.    Certain information with respect to the refinancing of a portion of the indebtedness of CEMEX, S.A.B. de C.V. (NYSE: CX) (“CEMEX”).
2.    Press release dated November 8, 2021, announcing the refinancing of a portion of the indebtedness of CEMEX.

 

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Exhibit 1

Exhibit 1

CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that it has repaid in full all outstanding indebtedness under CEMEX’s facilities agreement, dated as of July 19, 2017 (as amended and/or restated from time to time, the “2017 Facilities Agreement”), which amounted to approximately U.S.$1.90 billion in different currencies. Following this repayment in full, the 2017 Facilities Agreement is no longer in effect.

The funds used to repay the 2017 Facilities Agreement were sourced from a new unsecured credit agreement, dated October 29, 2021 (the “2021 Credit Agreement”), that was closed with 21 financial institutions participating as lenders.

The main terms and conditions of the 2021 Credit Agreement are summarized as follows:

 

   

Final maturity in November 2026;

 

   

U.S.$1.50 billion of term loans, amortizing in five equal semi-annual payments (subject to reduction for voluntary prepayments of term loans), beginning in November 2024;

 

   

U.S.$1.75 billion of commitments under a revolving credit facility with no interim amortization payments;

 

   

All loans under the 2021 Credit Agreement bear interest at the same rate, including an applicable margin over the benchmark interest rate of between 100 to 175 basis points, depending on CEMEX’s consolidated leverage ratio, with such margin being subject to positive or negative adjustments in an aggregate amount not to exceed 5 basis points based on certain sustainability-linked performance metrics from the prior annual period;

 

   

Financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x; and

 

   

Guaranteed by CEMEX Corp., CEMEX Concretos, S.A. de C.V., CEMEX Operaciones México, S.A. de C.V. and Cemex Innovation Holding Ltd. (collectively, the “Refinancing Guarantors”), all of which are subsidiaries of CEMEX.

Concurrently with funding under the 2021 Credit Agreement and in accordance with the indentures governing the Notes, CEMEX entered into supplemental indentures to add CEMEX Operaciones México, S.A. de C.V. and Cemex Innovation Holding Ltd. as new guarantors to CEMEX’s 2.750% Euro Denominated Notes due 2024, 3.125% Euro Denominated Notes due 2026, 5.450% U.S. Dollar Denominated Notes due 2029, 7.375% U.S. Dollar Denominated Notes due 2027, 5.200% U.S. Dollar Denominated Notes due 2030 and 3.875% U.S. Dollar Denominated Notes due 2031 (collectively, the “Notes”). CEMEX Corp. and CEMEX Concretos, S.A. de C.V. were already guarantors of the Notes.

Also, concurrently with funding under the 2021 Credit Agreement and the full repayment of the 2017 Facilities Agreement, the provisions contained in the indentures governing the Notes that provide that any guarantor of the Notes (the “Note Guarantors”) shall be released of its guarantee obligations upon a refinancing of the 2017 Facilities Agreement with debt not guaranteed by the Note Guarantors, have been triggered. As a result, both the 2021 Credit Agreement and the Notes are guaranteed exclusively by the Refinancing Guarantors (CEMEX Corp., CEMEX Concretos, S.A. de C.V., CEMEX Operaciones México, S.A. de C.V. and Cemex Innovation Holding Ltd.).

The Note Guarantors that are no longer guaranteeing the Notes are CEMEX España, S.A., CEMEX Asia B.V., CEMEX Finance LLC, CEMEX Africa & Middle East Investments B.V., CEMEX France Gestion (S.A.S.), CEMEX Research Group AG and CEMEX UK.

###

This report is neither an offer to purchase nor a solicitation of an offer to sell or buy any securities of CEMEX, S.A.B. de C.V. (“CEMEX”) or any of its direct or indirect subsidiaries (such subsidiaries, together with CEMEX, the “Company”) in any transaction. This report contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions that could cause actual results, performance or achievements to differ materially from the Company’s expectations. These forward-looking statements reflect the Company’s current expectations and projections about future events based on the Company’s knowledge of present facts and circumstances and assumptions about future events, as well as the Company’s current plans based on such facts and circumstances. No assurance can be given that the goals described or implied will be achieved. Many underlying assumptions which may prove to be incorrect, risks, uncertainties and other important factors, several of which are outside of the Company’s control, could cause actual results, performance or achievements of the Company to be materially different from those expressed or implied in this report. Some of the risks, uncertainties and other important factors that could cause expectations, beliefs, intentions and results to differ, or that otherwise could have an impact on the Company, include, but are not limited to: the impact of pandemics, epidemics or outbreaks of infectious diseases and the response of governments and other third parties, including with respect to COVID-19, which have affected and may continue to adversely affect the ability of the Company’s operating facilities to operate at full or any capacity, supply chains, international operations, availability of liquidity, investor confidence and consumer spending, as well as availability of, and demand for, the Company’s products and services, among other adverse consequences; the cyclical nature of the construction

 

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sector; the Company’s exposure to other sectors that impact its business and those of its customers, such as, the energy sector; availability of raw materials and related fluctuating prices; competition in the markets in which the Company offers its products and services; general political, social, health, economic and business conditions in the markets in which the Company operates or that affect its operations and any significant economic, health, political or social developments in those markets, as well as any inherent risks of international operations; the regulatory environment, including environmental, energy, tax, antitrust and acquisition-related rules and regulations; the Company’s ability to satisfy its obligations under its debt agreements, including the indentures that govern the Company’s notes and the Company’s other debt instruments and financial obligations, including the Company’s subordinated notes with no fixed maturity; the availability of short-term credit lines or working capital facilities, which can assist the Company during market cycles; the impact of the Company’s below investment grade debt rating on its cost of capital and on the cost of the products and services the Company purchases; loss of reputation of the Company’s brands; the Company’s ability to consummate asset sales, fully integrate newly acquired businesses, achieve cost-savings from its cost-reduction initiatives, implement its pricing initiatives for its products and otherwise achieve the Company’s “Operation Resilience” goals and targets; the increasing reliance on information technology infrastructure for the Company’s sales, invoicing, procurement, financial statements and other processes that can adversely affect the Company’s sales and operations in the event that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; changes in the economy that affect demand for consumer goods, consequently affecting demand for the Company’s products and services; weather conditions, including excessive rain and snow, and disasters such as earthquakes and floods; trade barriers, including tariffs or import taxes and changes in existing trade policies or changes to, or withdrawals from, free trade agreements, including the United States – Mexico – Canada Agreement; terrorist and organized criminal activities as well as geopolitical events; declarations of insolvency or bankruptcy, or becoming subject to similar proceedings; natural disasters and other unforeseen events (including global health hazards such as COVID-19); and the other risks and uncertainties described in CEMEX’s public filings. You are urged to carefully consider the assumptions, risks, uncertainties and other factors that affect the Company’s business and operations and should review future reports filed by CEMEX with the U.S. Securities and Exchange Commission. CEMEX assumes no obligation to update or correct the information contained in this report.

 

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Exhibit 2

Exhibit 2

 

Media Relations

Jorge Pérez

+52 (81) 8259-6666

jorgeluis.perez@cemex.com

  

Analyst and Investor Relations

Alfredo Garza / Fabián Orta

+1 (212) 317-6011

+52 (81) 8888-4327

ir@cemex.com

LOGO   LOGO

CEMEX CLOSES UNSECURED BANK AGREEMENT WITH INVESTMENT

GRADE TERMS AND CONDITIONS FOR U.S.$3.25 BILLION

 

   

Represents major milestone in path to investment grade.

 

   

Oversubscribed transaction with 21 financial institutions participating.

 

   

Simplified guarantor structure has been replicated across all senior notes.

 

   

Sustainability-linked transaction.

MONTERREY, MEXICO. NOVEMBER 8, 2020 – CEMEX, S.A.B. de C.V. (“CEMEX”) (NYSE: CX) announced today that it has successfully closed a new $3.25 billion syndicated credit agreement (the “Credit Agreement”) and used the proceeds to fully repay its previous facilities agreement.

The new Credit Agreement consists of a $1.5 billion 5-year amortizing Term Loans and a $1.75 billion 5-year committed Revolving Credit Facility. The committed facility is roughly $600 million higher than the previous facilities agreement, resulting in a stronger liquidity position which is favorable from a company risk and credit rating perspective.

The Credit Agreement has financial covenants consistent with an investment grade capital structure, with a maximum leverage ratio of 3.75x throughout the life of the loan, and a minimum interest coverage ratio of 2.75x.

The Credit Agreement is denominated exclusively in US Dollars and includes an interest rate margin grid that is about 25 basis points lower on average than that of the previous facilities agreement. Additionally, half of the Term Loans have been swapped into Euros using derivative instruments.

Furthermore, the new Credit Agreement is the first debt to be issued under CEMEX’s recently published Sustainability-linked Financing Framework (the “Framework”), which is aligned to the company’s Future in Action strategy and its ultimate vision of a carbon-neutral economy. The annual performance in respect to the three metrics referenced in the Framework may result in a total adjustment of the interest rate margin of plus or minus 5 basis points, in line with other sustainability-linked loans from investment grade rated borrowers.

“This new Credit Agreement represents a major milestone in our path to investment grade as it is our first major syndicated unsecured bank agreement since 2009. It showcases CEMEX’s continued access to diversified funding sources while further aligning our financing strategy to our leadership in addressing climate change,” said CEMEX CEO Fernando A. Gonzalez. “We are starting a new chapter for the company where we shift our strategic balance a bit more towards growth and the advancement of our Climate Action goals.”

The Joint Bookrunners and Joint Lead Arrangers under the 2021 Credit Agreement are BofA Securities Inc., BNP Paribas, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A. The Sustainability Structuring Agent for the 2021 Credit Agreement is ING Capital LLC.

 

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Additionally, the Credit Agreement has a simpler guarantor structure to that of the previous facilities agreement. This new guarantor structure has been replicated in all of CEMEX’s senior notes and consists only of CEMEX Concretos, S.A. de C.V., CEMEX Operaciones México, S.A. de C.V., Cemex Innovation Holding Ltd. and CEMEX Corp.

CEMEX is a global construction materials company that is building a better future through sustainable products and solutions. CEMEX is committed to achieving carbon neutrality through relentless innovation and industry-leading research and development. CEMEX is at the forefront of the circular economy in the construction value chain and is pioneering ways to increase the use of waste and residues as alternative raw materials and fuels in its operations with the use of new technologies. CEMEX offers cement, ready-mix concrete, aggregates, and urbanization solutions in growing markets around the world, powered by a multinational workforce focused on providing a superior customer experience, enabled by digital technologies. For more information, please visit: cemex.com.

###

This press release is neither an offer to purchase nor a solicitation of an offer to sell or buy any securities of CEMEX, S.A.B. de C.V. (“CEMEX”) or any of its direct or indirect subsidiaries (such subsidiaries, together with CEMEX, the “Company”) in any transaction. This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions that could cause actual results, performance or achievements to differ materially from the Company’s expectations. These forward-looking statements reflect the Company’s current expectations and projections about future events based on the Company’s knowledge of present facts and circumstances and assumptions about future events, as well as the Company’s current plans based on such facts and circumstances. No assurance can be given that the goals described or implied will be achieved. Many underlying assumptions which may prove to be incorrect, risks, uncertainties and other important factors, several of which are outside of the Company’s control, could cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied in this release. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could have an impact on the Company, include, but are not limited to: the impact of pandemics, epidemics or outbreaks of infectious diseases and the response of governments and other third parties, including with respect to COVID-19, which have affected and may continue to adversely affect, among other matters, the ability of the Company’s operating facilities to operate at full or any capacity, supply chains, international operations, availability of liquidity, investor confidence and consumer spending, as well as availability of, and demand for, the Company’s products and services; the cyclical activity of the construction sector; the Company’s exposure to other sectors that impact its and its clients’ businesses, such as, but not limited to, the energy sector; availability of raw materials and related fluctuating prices; competition in the markets in which the Company offers its products and services; general political, social, health, economic and business conditions in the markets in which the Company operates or that affect its operations and any significant economic, health, political or social developments in those markets, as well as any inherent risks to international operations; the regulatory environment, including environmental, tax, antitrust and acquisition-related rules and regulations; the Company’s ability to satisfy its obligations under the Company’s material debt agreements, the indentures that govern the Company’s outstanding notes and the Company’s other debt instruments and financial obligations, including CEMEX’s subordinated notes with no fixed maturity; the availability of short-term credit lines or working capital facilities, which can assist the Company in connection with market cycles; the impact of the Company’s below investment grade debt rating on its cost of capital and on the cost of the products and services the Company purchases; loss of reputation of the Company’s brands; the Company’s ability to consummate asset sales, fully integrate newly acquired businesses, achieve cost-savings from its cost-reduction initiatives, implement its global pricing initiatives for the Company’s products and generally meet the Company’s “Operation Resilience” goals and targets; the increasing reliance on information technology infrastructure for the Company’s sales, invoicing, procurement, financial statements and other processes that can adversely affect the Company’s sales and operations in the event that the infrastructure does not work as intended, experiences technical difficulties or is subjected to cyber-attacks; changes in the economy that affect demand for consumer goods, consequently affecting demand for the Company’s products and services; weather conditions, including but not limited to, excessive rain and snow, and disasters such as earthquakes and floods; trade barriers, including tariffs or import taxes and changes in existing trade policies or changes to, or withdrawals from, free trade agreements, including the United States – Mexico – Canada Agreement; terrorist and organized criminal activities as well as geopolitical events; declarations of insolvency or bankruptcy, or becoming subject to similar proceedings; natural disasters and other unforeseen events (including global health hazards such as COVID-19); and the other risks and uncertainties described in CEMEX’s public filings. You are urged to carefully consider the assumptions, risks, uncertainties and other factors that affect the Company’s business and should review future reports filed by CEMEX with the U.S. Securities and Exchange Commission. CEMEX assumes no obligation to update or correct the information contained in this press release.

 

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