Senior secured facilities
On 4 November 2006, the Group entered into senior secured facilities with certain banks for an initial amount of €500 million to finance in part the acquisition
of TNT’s former Logistics Business. These facilities were amended and restated on 4 January 2007 and were subsequently amended, restated and expanded on 2 August 2007 by US$425 million to part finance the acquisition of EGL. On 14 December 2010, the Group amended, restated and agreed with lenders to extend the maturity of a portion of the outstanding senior secured facilities. The senior secured facilities that mature on 4 November 2013 amount to €64 million and US$129 million and senior secured facilities that mature on 31 August 2016 (subject to earlier maturities if certain of the Group’s unsecured debt is not refinanced by specified times) amount to €103 million and US$335 million. The maturity of the revolving credit facility was extended to 4 November 2015 and the commitment size reduced to €79 million. As at 31 December 2011 €40 million was drawn under the revolving credit facility.
First lien senior secured notes
On 14 December 2010, the Group issued US$450 million 8.375% first lien senior secured notes due 1 December 2017. Interest on the first lien senior secured
notes is payable on 1 March and 1 September each year and commenced on 1 September 2011. Substantially all of the funds were used to repay a portion of
the indebtedness under our senior secured credit facilities and to pay related fees and expenses.
Asset backed loan facility
On 19 November 2010, certain US subsidiaries of the Group and a new subsidiary CEVA US Receivables, LLC (Unrestricted Subsidiary) entered into agreements
establishing an Asset Backed Loan (ABL) Facility with an initial commitment amount of US$200 million. On 30 November 2010, the committed amount of the ABL Facility was increased to US$250 million. The obligations of the Unrestricted Subsidiary under the ABL Facility are secured on a first-priority basis by all currently owned and subsequently acquired assets of the Unrestricted Subsidiary, including, but not limited to, all of the accounts receivable transferred to the Unrestricted Subsidiary by the US subsidiaries. The ABL Facility matures on 19 November 2015. As at 31 December 2011, the outstanding drawn amount of the ABL Facility was US$142 million. The proceeds were used for general corporate purposes, including to partly repay amounts drawn under our revolving credit facility.
Lien-and-a-half priority senior secured notes
On 6 October 2009, the Group issued US$210 million 11.625% lien-and-a-half senior secured notes due 2016. Interest on the lien-and-a-half priority senior secured notes is payable on 1 April and 1 October each year and commenced on 1 April 2010. Net proceeds of US$196 million were raised for general corporate purposes.
Junior-priority senior secured notes
On 24 March 2010, the Group issued US$702 million of 11.5% junior priority senior secured notes due 2018. Interest on the junior-priority senior secured notes is payable on 1 April and 1 October each year and commenced on 1 October 2010. The proceeds provided substantially all of the funds used to repay US$400 million of 10% second-priority notes due 2014, US$127 million of 12% second-priority notes due 2014 and €109 million of 12% second-priority notes due 2014, including fees and tender premiums.
Second priority senior secured notes
On 13 August 2007, the Group issued US$400 million of second-priority senior secured notes. These notes had a maturity date of 1 September 2014 and had
an annual coupon of 10%. Interest was payable on 1 March and 1 September each year and commenced on 1 March 2008. On 24 March 2010, the Group repaid all of the outstanding notes using the proceeds from issuance of the US$702 million of 11.5% junior priority senior secured notes due 2018.
On 22 July 2009, the Group settled the private exchange offers announced on 19 June 2009. At the time of exchange an amount equivalent to €210 million of 12% second-priority senior secured notes due 2014 was issued, comprising €120 million issued in exchange for €153 million 8.5% senior notes due 2014 and €50 million 10% senior subordinated notes due 2016 and US$127 million (equivalent to €90 million) issued in exchange for US$205 million (equivalent to €146 million) of the senior unsecured loan facility due 2015. The gain relating to this transaction amounted to €135 million.
On 24 March 2010, US$127 million and €109 million of 12% second-priority notes due 2014 were repaid using the proceeds from issuance of the 11.5% junior priority senior secured notes due 2018. In connection with this refinancing, which included a consent solicitation, the remaining €11 million of the 12% second-priority notes due 2014 became unsecured.
Senior notes
On 6 December 2006, the Group issued €505 million of 8.5% senior notes. The senior notes mature on 1 December 2014. Interest on the senior notes is payable on 1 June and 1 December each year and commenced on 1 June 2007. In November 2008, CEVA purchased senior notes with a nominal face value of €12 million for a total cost of €5 million. As a result of this transaction, CEVA Group Plc recorded a gain of €7 million as finance income in the 2008 Consolidated Income Statement. On 24 March 2010, €73 million of 8.5% senior unsecured notes due 2014 held by affiliates of Apollo was extended to June 2018. As at 31 December 2011, the outstanding amount of the senior notes due 2014 is €266 million and the notes due 2018 is €73 million.
Senior unsecured loan facility
On 2 August 2007, CEVA Group Plc entered into a US$1.4 billion senior unsecured loan facility. This facility was partially replaced on 13 August 2007 when the Group issued US$400 million of second priority senior secured notes. In 2008, the remaining US$1.0 billion senior unsecured loan facility was converted into a senior unsecured loan, maturing in 2015. This senior unsecured loan has a floating interest rate which is capped. On 24 March 2010, US$629 million of the senior unsecured loan due 2015 held by affiliates of Apollo was extended to June 2018. As at 31 December 2011, the outstanding amount of the senior unsecured loan due 2015 is US$165 million and the loan due 2018 is US$629 million.
Senior subordinated notes
On 6 December 2006, the Group issued €225 million of 10% senior subordinated notes. These senior subordinated notes mature on 1 December 2016.
Interest on the senior subordinated notes is payable on 1 June and 1 December each year and commenced on 1 June 2007. In November 2008, CEVA purchased senior subordinated notes with a nominal face value of €37 million for a total cost of €14 million. As a result of this transaction, CEVA Group Plc recorded a gain of €23 million as finance income in the 2008 Consolidated Income Statement. On 24 March 2010, €57 million of 10% senior subordinated notes due 2016, held by affiliates of Apollo, was extended to June 2018. As at 31 December 2011, the outstanding amount of the senior subordinated notes due 2016 is €81 million and the notes due 2018 is €57 million.
Events after balance sheet date
On 1 February 2012, CEVA Group Plc, together with its parent CEVA Investments Limited (‘CIL’), completed a debt and equity funded financing through the issuance of US$325 million of 8.375% first lien senior secured notes due 2017 and US$620 million of 12.75% senior unsecured notes due 2020. The proceeds, together with cash on hand, were used to redeem or repay all of the €164 million of term loans maturing in 2013 under CEVA’s senior secured credit facilities, €266 million of 8.5% senior notes due 2014, US$165 million of senior unsecured loan due 2015 and €81 million of 10% senior subordinated notes due 2016.
CIL also issued over €850 million of new equity securities to Apollo, which controls CIL, in exchange for the contribution and subsequent cancellation of over €500 million of CEVA Group Plc debt and €355 million of CIL securities previously held by Apollo and its affiliates. The CEVA Group Plc debt exchanged consisted of US$516 million of senior unsecured loan due 2018, €73 million of 8.5% senior notes due 2018 and €57 million of 10% senior subordinated notes due 2018.
In addition we increased the size of the revolving credit facility under the senior secured facilities by €100 million to €179 million.
These transactions resulted in the extension of maturities of CEVA Group Plc debt, reduced our interest burden and increased our cash and undrawn facilities.
Debt issuance costs that were unamortized at 31 December 2011 will be partially written off as a result of the transaction during quarter one 2012.
This data is as of 31 December 2011.