$1 Billion and €400 Million Concurrent Global Bond Offerings and Related Liability Management Transaction by CEMEX

April 1, 2014

Cleary Gottlieb represented initial purchasers Citi, CA-CIB, HSBC, JP Morgan and Santander, in two concurrent high yield global debt offerings by CEMEX. The transactions consisted of an offering of $1 billion 6.000% Senior Secured Notes due 2024 (Dollar Notes) and an offering of €400 million 5.250% Senior Secured Notes due 2021 (Euro Notes) issued and sold by CEMEX Finance, CEMEX’s U.S. finance subsidiary, and guaranteed by several subsidiaries of CEMEX located in Mexico, the United States, the United Kingdom, Spain, France, the Netherlands and Switzerland. The offerings were conducted as private placements under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Regulation S. The transactions priced on March 25 and closed on April 1.

CEMEX used the proceeds of the Dollar Notes offering to purchase approximately $1.2 billion of existing notes through a cash tender offer launched on March 25. The tender offer had an early settlement on April 7 and expired on April 22. Cleary Gottlieb represented the dealer managers Citi and JP Morgan in the liability management transaction. CEMEX used the proceeds of the Euro Notes offering to retire the remaining aggregate principal amount of two series of Euro-denominated notes at fixed call prices.

Cleary Gottlieb has been counsel in a number of CEMEX related matters, including as counsel to the bank steering committees in connection with CEMEX’s restructuring of approximately $15 billion of CEMEX’s debt in 2009, and further restructuring of approximately $7 billion in 2012. Since 2009, Cleary Gottlieb has acted as counsel to initial purchasers in connection with the issuance of approximately $13 billion in high yield bonds and convertible debentures.

CEMEX is one of the largest cement companies in the world based on annual installed cement production capacity and one of the largest ready-mix concrete company worldwide. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.