CEMEX in $1.5 Billion Global Bond Offering and Related Liability Management Transactions

Cleary Gottlieb represented initial purchasers BBVA, BAML, Citi and RBS, in two concurrent high yield global debt offerings by CEMEX. The transactions consisted of an offering of $1.0 billion 7.250% Senior Secured Notes due 2021 and an offering of $500 million Floating Rate Senior Secured Notes due 2018 (FRNs) issued and sold by CEMEX, S.A.B. de C.V., and guaranteed by several subsidiaries of CEMEX located in Mexico, the United States, the United Kingdom, Spain, France, the Netherlands and Switzerland. The aggregate amount of FRNs initially sold was upsized by $100 million between pricing and closing due to increased investor interest. 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 September 25 and closed on October 2.

CEMEX used the proceeds of the offerings to purchase $470.2 million of the 9.50% Senior Secured Notes due 2016 (2016 Notes) and €181.2 million of the 9.625% Senior Secured Notes due 2017 (2017 Notes), in each case issued by CEMEX Finance LLC, its indirect subsidiary. CEMEX will use the remainder to repay all the outstanding 2016 Notes and 2017 Notes when they become callable in December 2013 and to repay, at maturity, the 4.75% Notes due 2014 issued by CEMEX Finance Europe B.V., its indirect subsidiary. On September 25, CEMEX commenced two concurrent cash tender offers to purchase the 2016 Notes and the 2017 Notes. The tender offers had an early settlement on October 9 and October 10, respectively. The two tender offers expired on October 23 and had a final settlement on October 24 and October 25, respectively. Cleary Gottlieb represented the dealer managers BAML and Citi in the liability management transactions.

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 $11.5 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.