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					                                         PRESENTATION TO
                                      EXTERNAL REVIEW PANEL
                                      ON DC ISSUE 2009/100901


                                               In Support of “No” Position
                                                        Herbert S. Washer
                                                        



                                                       Geoffrey B. Goldman



This slide presentation was prepared for purposes of the oral argument before the External Review Panel. It is not a complete presentation of the
“No” Position on the Reviewable Question. For a more complete presentation of the “No” Position, please refer to the Brief and Appendix thereto.
Has A Restructuring Credit Event Occurred With Respect To CEMEX?


 Determinations Committee Vote: 9 “No” and 6 “Yes”


 Failure of proof on whether the August Refinancing Agreement was a Restructuring
  rather than a refinancing


 Failure of proof on whether the August Refinancing Agreement directly or indirectly
  resulted from a deterioration of creditworthiness or financial condition of CEMEX,
  S.A.B. de C.V., the reference entity




                                                                                        2
CEMEX Consistently Refers To A Refinancing Agreement


 Advocates agree § 4.7(a) requires modification of obligations rather than refinancing
 September 22, 2009 Equity Prospectus uses “refinancing” to describe Refinancing
  Agreement 28 times; “restructuring” is never used
   “Having successfully completed our refinancing process, implemented our
   extensive cost-reduction measures and performed certain divestitures, we feel
   confident that we will emerge from the global economic crisis substantially stronger,
   leaner and better-positioned to take advantage of the expected business cycle
   upturn in our core markets.” (Prospectus S-9.)
   “…on August 14, 2009, CEMEX’s [sic] and its creditors completed a
   comprehensive refinancing over approximately US$14,961 in syndicated and
   bilateral bank and private placement obligations….” (Prospectus F-22.)
 Same is true in CEMEX 2009 Third Quarter Results
 Same is true in August 14, 2009 announcement
                                                                                          3
Excerpts From September 22, 2009 Equity Prospectus


“The share security [granted to creditors in the August Refinancing Agreement] may be
 enforced if: (i) an Event of Default has occurred and is continuing under the financing
 agreement; (ii) the debt has been accelerated under the financing agreement (which
 requires a 66.67% majority decision of the participating creditors); and (iii) 75% by
 exposure of creditors participating in the financing agreement and those that have
 provided funds to refinance the debt of participating creditors and 66.67% by
 exposure of participating creditors, determine to enforce.” (Prospectus S-85.)


Referring to the private placement obligations included in the Refinancing Agreement,
CEMEX wrote: “The new private placement debt bears interest at a rate of 8.91%
(except for the debt denominated in Yen, which bears a corresponding rate of 6.625%).
The interest rate on the new private placement debt is subject to the same
adjustments as described above, on the same terms.” (Prospectus S-86.)

                                                                                           4
Transcript of August 17, 2009 Investor Call


   “Your first question comes from Jacob Stanfield from JPMorgan. Please proceed.
   Q. Hi, good morning. Thanks for the call. I – in terms of the refinancing, was any of
    your debt repaid with the new facility or were – was there any flow of funds or were all
    the facilities just extended under these new terms?
   A (Hector Medina, Executive Vice President of Finance and Legal). No the – 100% of
    the facilities that included in the – this agreement are being refinanced. We think
    it‟s a show of the confidence of the – of these financial institutions and private
    placement note holders. So it is all the debt that is being refinanced.
   Q. Right, but it was there any flow of funds? I mean was the new facility created and…
   A. No.
   Q. The old agreements repaid?
   A. No. That is – 100% of the old debt was extended in March. It’s being refinanced
    under this agreement.”                                                             5
Market Finds Restructuring Provisions Confusing and Vague


“Identifying restructurings is an industry-wide problem.”
(Lehman Brothers Fixed Income Quantitative Credit Research: The Restructuring Clause in Credit Default Swap Contracts, 5 (April 2003).)


“The current definition of Restructuring is clearly not workable if it is susceptible
to the misinterpretation, as it apparently is in the minds of certain market
participants, that there has been a Credit Event with respect to Xerox.”
(Letter from ISDA and London Investment Banking Association to the Basel Committee on Banking Supervision, October 2, 2002, app. 1, at 5.)


“[W]e believe that the Restructuring credit event has become the greatest source
of uncertainty and potential for dispute in what is a crucially important risk
distribution channel for banks.”
(Letter from ISDA and London Investment Banking Association to the Basel Committee on Banking Supervision, October 2, 2002, app. 3, at 9.)


The Xerox “experience highlights the problem of determining whether a refinancing
is a modification of an existing loan or roll-over into a new loan. The borrower
may be indifferent and may easily be persuaded by the banks to classify the refinancing
as a restructuring that can trigger default swaps held by the banks.”
(Lehman Brothers Fixed Income Quantitative Credit Research: The Restructuring Clause in Credit Default Swap Contracts, 6 (April 2003).)


                                                                                                                                             6
Market Answer To Ambiguity Has Been To Require Hard Credit Event

“„The result [with respect to Fannie/Freddie P/O Deliverables issue] reflects the optimal
outcome for the legal integrity of the contract and is the right outcome for the
reasonable economic expectations of market participants,‟ said Robert Pickel,
Executive Director and Chief Executive Officer, ISDA.”
(ISDA News Release (September 16, 2008).)

“ISDA should act to prevent the Restructuring-as-workout model from being
expanded to accommodate a broader concept of Restructuring – one that would
apply to non-distressed exchanges in which the restructured obligation is not a
diminished obligation, the obligation holders suffer no corresponding economic loss and
the Restructuring is accompanied or preceded by a credit impairment but not by actual,
imminent payment default.”
(Letter from ISDA and London Investment Banking Association to the Basel Committee on Banking Supervision, October 2, 2002, app. 2, at 8.)

“In the restructuring, the banks agree to extend the maturity of the debt or otherwise
modify its terms to prevent forcing the company to seek protection in bankruptcy.”
(Lehman Brothers Fixed Income Quantitative Credit Research: The Restructuring Clause in Credit Default Swap Contracts, 2 (April 2003).)

Under Basel 2, credit events specified by contracting parties must cover:



“…restructuring of the underlying obligation involving forgiveness or postponement of
principal, interest or fees that results in a credit loss event (i.e. charge-off, specific
provision or other similar debit to the profit and loss account).”
(Basel Committee on Banking Supervision, Quantitative Impact Study 3 Technical Guidance at 32-33 (October 2002).)
                                                                                                                                             7
  Company Condition Improving

CEMEX INITIATIVES 2008-2009
                                              IMPROVING FUNDAMENTALS
 Cut capex from $2.2B in 2008
  to $650M in 2009                                   1Q09      2Q09     Improvement
 Sold Australian operations for     Consol. Revs.   $3.66B   $4.188B      14%
  ~$1.7B                             EBITDA          $712M    $812M        14%
 Reduced operating costs,           Cash            $768M    $978M        27%
  generating $900M in savings
 13% appreciation of Peso
 Raised capital through             IMPROVING MARKET VALUE OF DEBT & EQUITY
  Certificacos Bursatiles de Corto                   03/09     06/09    Improvement
  Plazo
                                     CDS Spreads 1500 bps     700 bps      53%
 Securitized MXN $2.2B of           Bond Yields     30%       <15%        50%
  accounts receivables
                                     U.S. ADRs       $3.87    $11.34       193%
 Negotiating compensation from
  Venezuela                                                                      8
                                                                                                                                 2008 - Unconsolidated
                            2008 - Unconsolidated              CEMEX, S.A.B. de C.V.                                             Debt: $5.6bn
                            Sales: $3.7bn                           (MEXICO)                                                     9.625% 2009 Sr Notes: $60mn
                            EBITDA: $1.4bn                      CDS Reference Entity                                             *Certificados Bursatiles: $2bn
                            Debt: $0                                                                                             **Syndicated Bank: $2.7bn
                                                                               100%                                              ***Joint Bi-Lateral Bank: $785mn
                                                                                                                                 *Bursatiles guaranteed by Nafinsa
    2008 - Unconsolidated
                                                      100%                                   100%                                (50%) – ST Paper Only
     Sales: N/A                                                CEMEX, S.A. de C.V.                                               **Syndicated guaranteed by Mexico &
     EBITDA: $15mm                                                   (MEXICO)                                                    Empresas Tolteca
                                                              Primary Asset for Holdco                                           ***Bi-Lateral guaranteed by Mexico &
                                Empresas Tolteca de Mexico                                          CEMEX Concretos              Concretos
                                       (MEXICO)                                  100%                  (MEXICO)
                                                                                                                                  2008 - Unconsolidated
                                                             New Sunward Holdings B.V.                                             Sales: $500mm
                                                                                               2008 - Unconsolidated               EBITDA: $100mm
                                            Perpetuals           (NETHERLANDS)
                                                                                               Debt: $4.4bn
                                                                                               Bank Revolver: $350mm
                                                                                               Bank (Perpetual Refi): $1.05 bn
                                                                               100%            Perpetuals: $3bn
                                                                                              Guaranteed by SAB, Mexico & NS
                                                                                                                                      2008 - Unconsolidated
                                                               CEMEX Espana, S.A.
                                                                   (SPAIN)                                                             Sales: $18bn
                                                                                                                                       EBITDA: $2.9bn
                                                     100%                                                                              Debt: $11.7bn
                                                                                                    100%
                                                                               100%

                                                                                                                                    2008 - Unconsolidated
                                     CEMEX Australia            CEMEX Corporation                 CEMEX International Opcos           *Syndicated Bank: $7.3bn
                                      (AUSTRALIA)                   (USA)                              (VARIOUS)                      **Joint Bi-Lat Bank: $1.5bn
                                                                                                                                    *Guaranteed by Cemex
                                                                                                                                    Espana
                                                     100%                      100%                                                 **Guaranteed by Cemex Inc.
                                                             100%                              2008 - Unconsolidated
                                                                                                                                    and Cemex Australia
                                                                                                Debt: $600mm                        *Bank Covenant: Subsidiary
                                     Rinker Group Ltd.              CEMEX Inc.                  $400mm Pvt + $200mm Bi-Lateral      Debt Limited to <15% of Total
                                       (AUSTRALIA)                    (USA)                                                         Assets ($1.5bn Joint Bi-Lateral
                                                                                                * No guarantee from Cemex
                                                                                                Espana                              is included in the 15% Basket)
                                                                                                                                    Total Basket Available: $1.4bn
                                                    100%                                        100%                                or 6% of Total Assets
                                                                                               2008 - Unconsolidated
                                    Rinker Materials LLC     CEMEX Finance Europe BV
                                       (AUSTRALIA)                                               E900mm 4.75% 2014 Sr Notes
                                                                (NETHERLANDS)                    Guaranteed by Cemex Espana


                            2008 - Unconsolidated                                              2008 - Unconsolidated
                            Debt: $150mm (7.7% 2025 Notes                                       $850mm Private Placement Notes
                                                               CEMEX Finance SPV                Guaranteed by Cemex Espanda
                            Guaranteed by Cemex Corp &            (VARIOUS)                                                                                 9
                            Cemex Inc.                                                   2008 - Unconsolidated

Numbers Are Rounded Estimates                                                             Sales: $6.7bn
                                                                                          EBITDA: $694mm                SHEARMAN & STERLING LLP
             ESTIMATED HOLDCO LIQUIDITY SUFFICIENT
         TO COVER $623 MILLION IN DEBT MATURING IN 2009
                                                1Q             2Q              3Q                    TOTAL
        Cash                                    154           196              98                         448
        Cash Flow                               121           155             152                         428
        Total Debt                              (137) (350)                   (137)                     (624)
        Available Liquidity                     139              1            113                         253

                                                                                                                  2008 - Unconsolidated
               2008 - Unconsolidated               CEMEX, S.A.B. de C.V.                                          Debt: $5.6bn
               Sales: $3.7bn                            (MEXICO)                                                  9.625% 2009 Sr Notes: $60mn
               EBITDA: $1.4bn                       CDS Reference Entity                                          *Certificados Bursatiles: $2bn
               Debt: $0                                                                                           **Syndicated Bank: $2.7bn
                                                                    100%                                          ***Joint Bi-Lateral Bank: $785mn
                                                                                                                  *Bursatiles guaranteed by Nafinsa
                                       100%                                    100%                               (50%) – ST Paper Only
                                                    CEMEX, S.A. de C.V.                                           **Syndicated guaranteed by Mexico &
                                                          (MEXICO)                                                Empresas Tolteca
                                                   Primary Asset for Holdco                                       ***Bi-Lateral guaranteed by Mexico &
                   Empresas Tolteca de Mexico                                         CEMEX Concretos             Concretos
                          (MEXICO)                                   100%                (MEXICO)


                                                  New Sunward Holdings B.V.
                                                                                2008 - Unconsolidated
                               Perpetuals             (NETHERLANDS)
                                                                                Debt: $4.4bn
                                                                                Bank Revolver: $350mm
                                                                                Bank (Perpetual Refi): $1.05 bn
                                                                                Perpetuals: $3bn
                                                                                Guaranteed by SAB, Mexico & NS
                                                                                                                                         10

Numbers Are Rounded Estimates                                                                            SHEARMAN & STERLING LLP
   Liz Claiborne Set Market Expectations

“„Certainly, if [the Liz Claiborne amendment] is a trigger, then there may be a slew of further
CDS triggers as many firms are doing a similar thing with their facilities….‟ the analysts
note.”
(Structured Credit Investor, available online at https://www.structuredcreditinvestor.com/default.asp?page=1100&subtype=notloggedon&Status=8&SID=18874&ISS=22234.)

Claiborne refinanced because its situation was unsustainable: “The choices we made
weren’t elective [referring to layoffs, distribution center closings, other cost cutting measures
as well as refinancing]. Not only did we reach a point where our earnings were
unsustainable, we lost our focus and commitment to these principles.”
(Liz Claiborne 2008 Annual Report, at ii)


                            LIZ CLAIBORNE                                                                                   CEMEX
Operating at loss for several quarters                                                    Net profit all quarters but 4Q08
$41.5 million cash could not cover $408.9
                                                                                          Sufficient cash to cover 2009 obligations
million coming due October 2009
CDS Trading at 27 pts upfront + 500 bps at                                                CDS Trading at 3.5 pts upfront + 500 bps in
time of amendment                                                                         weeks leading up to refinancing
                                                                                                                                                                     11

				
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