$1.1 Billion and €400 Million Concurrent Global Bond Offerings and Related Liability Management Transactions by CEMEX

Cleary Gottlieb represented initial purchasers BBVA, BNP Paribas, Merrill Lynch, Citigroup, Credit Agricole, HSBC, ING, J.P. Morgan and Santander, in two concurrent high-yield global debt offerings by CEMEX. The transactions consisted of an offering of $1.1 billion 5.700% Senior Secured Notes due 2025 and an offering of €400 million 4.750% Senior Secured Notes due 2022 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 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 4 and closed on September 11.

CEMEX used the proceeds of the offerings to (i) purchase approximately $958 million of existing notes through a cash tender offer launched on September 4, and (ii) repay existing indebtedness. The tender offer included a waterfall feature giving priority to the repurchase of one series of existing notes over another. The tender offer had an early settlement on September 18, expired on October 1 and had a final settlement on October 2. Cleary Gottlieb represented the dealer managers Merrill Lynch and J.P. Morgan in the tender offer.

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 $14.8 billion in high yield bonds and convertible debentures by CEMEX.

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.