CEMEX in $715 Million Convertible Subordinated Notes Offering

Cleary Gottlieb represented Citigroup Global Markets as sole global coordinator and sole structuring agent, and other initial purchasers, in an unregistered offering by CEMEX of its $715 million 4.875% convertible subordinated notes due 2015. The offering priced on March 24 and closed on March 30.

In connection with the offering of the notes, CEMEX entered into a capped call transaction with an affiliate of Citigroup to reduce the potential cost upon conversion of the notes. The proceeds from the offering will be applied to general corporate purposes and to refinance indebtedness. 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 $2.9 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.