CEMEX in $800 Million Floating Rate Notes Offering

April 5, 2011

Cleary Gottlieb represented Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and RBS Securities Inc. as the joint bookrunners, and other initial purchasers, in an unregistered offering by CEMEX of its $800 million of floating rate senior secured notes due 2015. The notes are guaranteed by certain operating subsidiaries of CEMEX. The offering priced on March 29 and closed on April 5.

The proceeds from the offering will be used to repay indebtedness under the Financing Agreement dated August 14, 2009. Since the restructuring of approximately $15 billion of CEMEX’s debt on August 14, 2009, Cleary has advised initial purchasers in different unregistered offerings in an aggregate amount of approximately $6.47 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.