CEMEX in $1.67 Billion Convertible Subordinated Notes Offering

March 15, 2011

Cleary Gottlieb represented Citigroup Global Markets and J.P. Morgan Securities LLC as the global coordinators, and other initial purchasers, in an unregistered offering by CEMEX of $977.5 million of 3.25% convertible subordinated notes due 2016 and of $690 million of 3.75% convertible subordinated notes due 2018. The offering priced on March 9 and closed on March 15.

In connection with the offering of the notes, CEMEX entered into a capped call transaction with various financial institutions to reduce the potential cost upon conversion of the notes. The proceeds from the offering will be used to repay indebtedness under the Financing Agreement dated August 14, 2009 and Certificados Bursátiles. Since the restructuring of approximately $15 billion of CEMEX’s debt on August 14, 2009, Cleary Gottlieb has advised initial purchasers in different unregistered offerings in an aggregate amount of approximately $5.67 billion.

CEMEX’s headquarters are located in Monterrey, Mexico. The group is currently the third largest cement company in the world, based on an installed capacity of approximately 97.3 million tons, and the largest ready-mix concrete company worldwide, with annual sales volumes of approximately 54 million cubic meters. CEMEX primarily engages in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker.