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Loans and Debentures
12 Months Ended
Dec. 31, 2024
Loans And Debentures  
Loans And Debentures

20.             LOANS AND DEBENTURES

 

Financing source

Principal maturity

 

Annual financial cost

 

Currency

 

Dec. 31, 2024

 

Dec. 31, 2023

 

 

 

Current

 

Non-current

 

Total

 

Current

 

Non-current

 

Total

FOREING CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eurobonds (1)

2024

 

9.25%

 

U$$

 

-

 

-

 

-

 

1,857

 

-

 

1,857

(-) Transaction costs

 

 

 

 

 

 

-

 

-

 

-

 

(1)

 

 

 

(1)

(±) Interest paid in advance (2)

 

 

 

 

 

 

-

 

-

 

-

 

(2)

 

 

 

(2)

Total of loans

 

 

 

 

 

 

-

 

-

 

-

 

1,854

 

 

 

1,854

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures - 3rd Issue - 3rd Series (3)

2025

 

IPCA + 5.10%

 

R$

 

334

 

-

 

334

 

331

 

304

 

635

Debentures - 7th Issue - 1st Series (3)

2024

 

CDI + 0.45%

 

R$

 

-

 

-

 

-

 

271

 

-

 

271

Debentures - 7th Issue - 2nd Series (3)

2026

 

IPCA + 4.10%

 

R$

 

1,026

 

1,023

 

2,049

 

3

 

1,945

 

1,948

Debentures - 8th Issue - 1st Series (3)

2027

 

CDI + 1.35%

 

R$

 

3

 

500

 

503

 

2

 

500

 

502

Debentures - 8th Issue - 2nd Series (3)

2029

 

IPCA + 6.10%

 

R$

 

1

 

556

 

557

 

1

 

529

 

530

Debentures - 9th Issue - Single series

2026

 

CDI + 2.05%

 

R$

 

1,030

 

1,000

 

2,030

 

32

 

2,000

 

2,032

Debentures - 10th Issue - 1st Series (3)

2029

 

CDI + 0.80%

 

R$

 

17

 

400

 

417

 

-

 

-

 

-

Debentures - 10th Issue - 2nd Series (3)

2034

 

IPCA + 6.15%

 

R$

 

38

 

1,659

 

1,697

 

-

 

-

 

-

Debentures - 11th Issue - 1st Series (3)

2031

 

CDI + 0.55%

 

R$

 

29

 

1,000

 

1,029

 

-

 

-

 

-

Debentures - 11th Issue - 2nd Series (3)

2036

 

IPCA + 6.58%

 

R$

 

25

 

1,528

 

1,553

 

-

 

-

 

-

Debentures - 8th Issue - Single series (4)

2031

 

IPCA + 5.27%

 

R$

 

146

 

880

 

1,026

 

134

 

958

 

1,092

Debentures - 9th Issue - Single series (4)

2029

 

CDI + 0.47%

 

R$

 

-

 

200

 

200

 

-

 

-

 

-

Debentures - 9th Issue - 1st Series (1)

2027

 

CDI + 1.33%

 

R$

 

237

 

467

 

704

 

3

 

700

 

703

Debentures - 9th Issue - 2nd Series (1)

2029

 

IPCA + 7.63%

 

R$

 

1

 

331

 

332

 

1

 

315

 

316

(-) Discount on the issuance of debentures (5)

 

 

 

 

 

 

(3)

 

(3)

 

(6)

 

-

 

(9)

 

(9)

(-) Transaction costs

 

 

 

 

 

 

(7)

 

(138)

 

(145)

 

(2)

 

(41)

 

(43)

Total, debentures

 

 

 

 

 

 

2,877

 

9,403

 

12,280

 

776

 

7,201

 

7,977

Total

 

 

 

 

 

 

2,877

 

9,403

 

12,280

 

2,630

 

7,201

 

9,831

 

(1)

Cemig Geração e Transmissão;

(2)

Advance of funds to achieve the yield to maturity agreed in the Eurobonds contract;

(3)

Cemig Distribuição;

(4)

Debentures issued by Gasmig.

(5)

Discount on the sale price of the 2nd series of the Seventh issue of Cemig Distribuição.

 

The debentures issued by the subsidiaries are non-convertible, there are no agreements for renegotiation, nor debentures held in treasury.

The nominal and real costs of the Company's debt are 12.64% p.a. and 7.66% p.a. on December 31, 2024, respectively, and 11.98% p.a. and 6.65% p.a. on December 31, 2023, respectively.

 

a)             Settlement of Eurobonds

 

In December 2017 and July 2018, funds were raised outside Brazil by issuance of Eurobonds, in the amounts of US$1 billion and US$500 million, respectively, with six-monthly payments of interest, and settlement of the principal in December 2024. At the same time, for protection against exchange rate variation, a hedge transaction was contracted through a combination of derivatives. Over the period from 2021 through 2023, Cemig GT executed repurchases, for a total amount of US$1,119 million.

Cemig GT settled its debt securities issued in the international market (‘the Eurobonds’) on December 5, 2024, in accordance with their maturity date. The net effect on the Company’s cash position was R$1,866, comprising the payment of R$2,309 (US$381 million, at the exchange rate of US$1=R$6.0585), less the effect of R$443 arising under the hedge transaction.

b)        Debentures issues

 

On September 27, 2024, Cemig D concluded the financial settlement of its 11th debenture issue, in two series, with a surety guarantee from Cemig. 2.5 million debentures were issued, characterized as ‘sustainable ESG debentures’, with total value of 2.5 billion Reais, which were subscribed as follows:

 

Series

Quantity

Amount

Remuneration

Maturity

Amortization

First Series

1,000,000

R$1,000,000

CDI + 0.55%

7 years

72 th e 84 th months

Second Series

1,500,000

R$1,500,000

IPCA + 6.5769%

12 years

132 th e 144 th months

 

 

 

Entry Date

 

Principal maturity

 

Annual financial cost

 

Value

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

Debentures – 11th Issue – 1st Series

 

September, 2024

 

2031

 

CDI + 0.55%

 

1,000

Debentures – 11th Issue – 2nd Series

 

September, 2024

 

2036

 

IPCA + 6.5769%

 

1,500

(-) Transaction costs

 

 

 

 

 

 

 

(64)

Total

 

 

 

 

 

 

 

2,436

 

Gasmig’s 9th debenture issue

Gasmig concluded the financial settlement of this 9th issue of debentures, in a single series, on December 27, 2024. The issue was of 200 thousand debentures, with nominal unit value of one thousand Reais, for a total of R$200, as follows:

 

Series

Quantity

Amount

Remuneration

Maturity

Amortization

Single

200,000

R$200

CDI + 0.47%

5 years

36 th , 48 th e 60 th months

 

Financing source

Entry Date

 

Principal maturity

 

Annual financial cost

 

Value

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

Debentures – 9th Issue – Single Series

December, 2024

 

2029

 

CDI + 0.47%

 

200

Total

 

 

 

 

 

 

200

 

We note, additionally, that Fitch Ratings allocates a credit risk of AA+(bra) to this Issues.

 

 

c)         Guarantees

 

The guarantees of the debt balance on loans and debentures, on December 31, 2024, were as follows:

 

 

 

Dec. 31, 2024

Promissory notes and sureties

 

334

Guarantee and receivables

 

2,042

Sureties

 

8,694

Unsecured

 

1,210

Total

 

12,280

 

 

d)             Composition and consolidated changes on loans and debentures

 

The company's debt has an average repayment period of 2.8 years. The consolidated breakdown of loans and debentures, by currency and index, considering their maturities, is as follows:

 

 

2025

 

2026

 

2027

 

2028

 

2029

 

2030 onwards

 

Total

Index

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA (1)

 1,571

 

 1,155

 

139

 

423

 

761

 

 3,498

 

 7,547

CDI (2)

 1,315

 

 1,233

 

800

 

300

 

233

 

 1,000

 

 4,881

Total by index

 2,886

 

 2,388

 

939

 

723

 

994

 

 4,498

 

12,428

(-) Transaction costs

(7)

 

(7)

 

(4)

 

 (11)

 

 (12)

 

(105)

 

(146)

(-) Discount

(3)

 

 -

 

(3)

 

 -

 

 -

 

 -

 

(6)

Overall total

2,876

 

 2,381

 

932

 

712

 

982

 

 4,393

 

12,276

 

(1)

Expanded National Customer Price (IPCA) Index.

(2)

CDI: Interbank Rate for Certificates of Deposit.

 

ANNUAL REPORT AND FORM 20-F | 2024

F-91


Table of Contents

Graphics

 

The index used for monetary updating of Loans and debentures had the following variations:

 

Indexer

 

Accumulated change on 2024 (%)

 

Accumulated change on 2023 (%)

IPCA

 

 

4.83

 

 

4.62

CDI

 

 

10.83

 

 

13.04

 

The changes in loans and debentures are as follows:

 

 

 

 

Balance at December 31, 2021

 

11,364

Loans and financing obtained

 

2,000

Transaction costs

 

 (19)

Financing obtained, net

 

1,981

Monetary variation

 

167

Exchange rate variation

 

 (338)

Accrued financial charges

 

975

Premium on repurchase of debt securities (Eurobonds)

 

47

Amortization of transaction cost

 

7

Financial charges paid

 

 (1,010)

Amortization of financing

 

 (2,613)

Balance at December 31, 2022

 

10,580

Loans and financing obtained

 

2,000

Transaction costs

 

 (12)

Financing obtained, net

 

1,988

Monetary variation

 

148

Exchange rate variation

 

 (277)

Accrued financial charges

 

1,083

Amortization of transaction cost

 

14

Financial charges paid

 

 (1,026)

Amortization of financing

 

(2,679)

Balance at December 31, 2023

 

9,831

Loans and financing obtained

 

4,700

Transaction costs

 

 (118)

Financing obtained, net

 

4,582

Monetary variation

 

248

Exchange rate variation

 

464

Accrued financial charges

 

1,066

Amortization of transaction cost

 

20

Financial charges paid

 

 (956)

Amortization of financing

 

 (2,975)

Balance at December 31, 2024

 

12,280

 

e)                   Borrowing costs, capitalized

Borrowing costs directly related to the acquisition, construction or production of an asset that necessarily requires substantial time to be completed for its intended use or sale are capitalized as part of the cost of the corresponding asset. All other borrowing costs are expensed in the period in which they are incurred. Borrowing costs comprise interest and other costs incurred by the Company related to Loans and debentures.

The subsidiaries CEMIG D and Gasmig considered the costs of loans and debentures linked to construction in progress as construction costs of intangible and concession contract assets, as follows:

 

 

 

2024

 

2023

 

2022

Costs of loans and financing

 

1,066

 

1,083

 

975

Financing costs on intangible assets and contract assets (1)

 

 (77)

 

(70)

 

(47)

Net effect in Profit or loss

 

989

 

1,013

 

928

 

(1)

The average capitalization rate in 2024 was 11.13% (11.75% in 2023).

 

The amounts of the capitalized borrowing costs have been excluded from the statement of cash flows, in the additions to cash flow of investment activities, as they do not represent an outflow of cash for acquisition of the related asset.

f)          Restrictive covenants

There are early maturity clauses for cross-default in the event of non-payment by CEMIG GT or by the Company, of any pecuniary obligation with individual or aggregate value greater than R$50 (‘cross default’).

The Company has contracts with financial covenants as follows:

 

Title - Security

 

Covenant

 

Ratio required -

Issuer

 

Ratio required

CEMIG (guarantor)

 

Compliance

required

8th Debentures Issuance Gasmig

 

Ebitda/Debt servicing Net debt / Ebitda (2)

 

1.3 or more 3.0 or less

 

-

 

Annual

Annual

9th Debentures Issuance Gasmig

 

Ebitda/Net financial income 'Net debt / Ebitda

 

1.3 or more 3.0 or less

 

-

 

Annual

9th Debenture Issue CEMIG GT (3)

 

Net debt / Adjusted Ebitda (1)

 

3.5 or less

 

3.0 from Dec. 31, 2022 to June 30, 2026 and 3.5 from Dec. 31, 2026 onwards

 

Semi-annual and annual

7th and 8th Debentures Issuance CEMIG D

 

Net debt / Adjusted Ebitda (1)

 

3.5 or less

 

3.0 or less

 

Semi-annual and annual

9th Debentures Issuance CEMIG D

 

Net debt / Ebitda

 

3.5 or less

 

3.0 or less

 

Semi-annual and annual

10th Debentures Issue CEMIG D

 

Net debt / Ebitda

 

3.5 or less from June 30, 2024 to June 30, 2029  4.0 or less from June 30, 2029 onwards

 

3.0 or less up to June 30, 2026 3.5 or less from July 1, 2026 to June 30, 2029 4.0 or less from June 30, 2029 onwards

 

Semi-annual and annual

11th Debentures Issue CEMIG D

 

Net debt / Ebitda

 

3.5 or less from December 31, 2024 to June 30, 2029  4.0 or less from June 30, 2029 onwards

 

3.0 or less up to June 30, 2026 3.5 or less from July 1, 2026 to June 30, 2029 4.0 or less from June 30, 2029 onwards

 

Semi-annual and annual

 

(1)

Adjusted Ebitda corresponds to earnings before interest, income taxes and social contribution on net income, depreciation and amortization, calculated in accordance with CVM Resolution 156, dated June 23, 2022, from which non-operating income, any credits and non-cash gains that increase net income are subtracted, to the extent that they are non-recurring, and any cash payments made on a consolidated basis during such period in respect of non-cash charges that were added back in the determination of Ebitda in any prior period, and increased by non-cash expenses and non-cash charges, to the extent that they are non-recurring.

(2)

Non-compliance with financial covenants implies non-automatic early maturity. If early maturity is declared by the debenture holders, Gasmig must make the payment upon receipt of the notification.

(3)

Non-compliance with financial covenants implies early maturity resulting in the immediate enforceability of payment by CEMIG GT of the Unit Nominal Value or Updated Unit Nominal Value of the Debentures, as the case may be, plus remuneration, in addition to the other charges due, regardless of judicial or extrajudicial notice, notification or interpellation.

Management monitored these covenants to ensure that the conditions outlined in the table above were met, and confirmed that the Company was in compliance with those as of December 31, 2024.

Linked funds under a debenture issue

On December 31, 2024, the company had a balance of R$235 relating to restricted funds (R$31 on December 31, 2023). This growth is essentially associated with Cemig D's 7th issue of debentures.

Under a Fiduciary Assignment contract of its seventh debenture issue, Cemig D is required to retain, monthly, in a linked account, during the six months prior to maturity of each installment, an amount equal to 1/6 of the projected value of the installment, on average R$181.

These guarantee deposits began in December 31, 2024, and at December 31, 2024 the amount held totaled R$185.

In the Financial Statements for 2024, the total of tied funds is shown under a specific heading in the Balance Sheet. In order to maintain comparability, the balance as of December 31, 2023, which was presented under “Other” in the Balance Sheet, has been highlighted on a specific line.