CEMEX in $1 Billion Global Bond Offering and $925 Million Liability Management Transaction

August 19, 2013

Cleary Gottlieb represented initial purchasers J.P. Morgan, HSBC, BNP Paribas and Crédit Agricole, in a high yield global debt offering by CEMEX. The transaction consisted of a bond offering of $1.0 billion 6.500% Senior Secured Notes due 2019 issued and sold by CEMEX, and guaranteed by several subsidiaries of CEMEX located in Mexico, the United States, the United Kingdom, Spain, France, the Netherlands and Switzerland. The offering was conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Regulation S. The transaction priced on August 5 and closed on August 12.

The proceeds of the offering were used to purchase a portion of the 9.50% Senior Secured Notes due 2016 (2016 Notes) issued by CEMEX Finance LLC, CEMEX’s finance subsidiary. On August 5, CEMEX commenced a cash tender offer to purchase up to $925 million aggregate principal amount of 2016 Notes. The tender offer had an early settlement on August 19. Cleary Gottlieb represented the dealer managers J.P. Morgan and HSBC in the liability management transaction.

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 $10.1 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.