Ad Hoc Group in Cross-Border Restructuring of InterCement

Cleary Gottlieb represented the ad hoc group of creditors of InterCement Participações S.A. and its subsidiaries (InterCement), one of Brazil’s largest cement producers, in InterCement’s multijurisdictional restructuring of approximately $2 billion of liabilities that closed on April 6, 2026.

The ad hoc group was comprised of leading U.S. and international investors that held a substantial majority of the financial claims against InterCement, including U.S. law governed 2024 senior notes and certain Brazilian law governed secured debentures.

Cleary developed an innovative legal strategy to overhaul InterCement’s capital structure, overcoming the debtor’s initial efforts to consummate a transaction around the ad hoc group. The successful strategy ultimately resulted in a restructuring that dramatically reduced the company’s leverage and positioned it for long-term competitiveness under the ad hoc group’s ownership.

Highlights of the restructuring included:

• Comprehensive Recapitalization and Deleveraging: InterCement has reduced its debt by over $700 million through the exchange of its existing 2024 senior notes and debentures into equity and new instruments, including the 2031 senior secured notes.
• New Money Financing: Certain investors, including the ad hoc group members, have injected $93.5 million in new money financing for the company to invest in its business and adequately address payments resulting from its restructured obligations.
• New Ownership: Financial creditors that elected to receive equity, including the ad hoc group members, now own 100% of InterCement Participações S.A.’s share capital.
• Loma Negra Sale: The restructuring plan contemplates a structured sale of InterCement’s controlling stake in leading Argentine cement producer Loma Negra Compañía Industrial Argentina S.A.
• Corporate Governance: The new shareholders have revamped the company’s board of directors to implement leading international standards for corporate governance.

This result reflects Cleary’s longstanding, multidisciplinary experience in cross-border restructurings in Brazil and throughout Latin America. Cleary has played a leading role in many of the most significant recent Latin American restructurings, including the restructurings of Azul, GOL, Aeroméxico, LATAM Airlines, and Odebrecht, among others.

The Cleary restructuring team included partners Richard Cooper, Francisco Cestero, and Ignacio Lagos; associate Theodore Leonhardt; and law clerk Micaela Mingramm. The bankruptcy litigation team included partners Luke Barefoot and Thomas Kessler, senior attorney David Schwartz, and associates Jack Massey, Thomas Lynch, Andrew Khanarian, Richard Minott, Timothy Wolfe, Madeline Finnegan, and Taylor Lee. Partner Samuel Levander advised on certain litigation matters. Partner Matthew Brigham and associate Banu Dzhafarova advised on tax matters.