UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2020
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | | 001-32410 | | 98-0420726 |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (972) 443-4000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.0001 per share | CE | The New York Stock Exchange |
| 1.125% Senior Notes due 2023 | CE /23 | The New York Stock Exchange |
| 1.250% Senior Notes due 2025 | CE /25 | The New York Stock Exchange |
| 2.125% Senior Notes due 2027 | CE /27 | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01 | Regulation FD Disclosure. |
Announcement of Memorandum of Understanding for Korea Engineering Plastics Co. JV Restructuring
On December 9, 2020, Celanese Corporation (“Celanese” or the “Company”) and Mitsubishi Gas Chemical Company (“MGC”) issued a joint press release announcing the entry into a memorandum of understanding confirming their intent to restructure Korea Engineering Plastics Co. (“KEP”), a joint venture owned 50% by Celanese, 40% by MGC and 10% by Mitsubishi Corporation. KEP is a leading manufacturer of polyoxymethylene (POM) and other engineered materials, with production in South Korea, and sells its products globally. The parties expect the joint venture restructuring to be completed before the end of 2021, subject to customary closing conditions and any necessary regulatory approvals. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Also on December 9, 2020, Celanese posted to its website a presentation with additional information regarding the KEP joint venture restructuring. The presentation may be accessed on our website at investors.celanese.com under News & Events — Events Calendar. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report.
Non-GAAP financial measures appearing in the slides are accompanied by the most directly comparable GAAP financial measure and a reconciliation of the GAAP financial measures to the Non-GAAP financial measures.
______________________________________________________
Forward-Looking Statements
The information set forth in this Current Report contains certain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, performance, planned investments, capital expenditures and other information that is not historical information. Forward-looking statements can be identified by words such as “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. These include the timing of the closing of the transaction described herein, and the parties’ ability to obtain regulatory approval for, and satisfy closing conditions to, the transaction described herein. Numerous other factors, many of which are beyond the Company’s control could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and other filings made with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date the statement is made to reflect the occurrence of anticipated or unanticipated events or circumstances.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibits are being filed or furnished, as applicable, herewith:
* The information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 furnished thereunder, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 this Current Report, including the exhibits furnished thereunder, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. The disclosure in Item 7.01 of this Current Report will not be deemed an admission as to the materiality of any information in such item in this Current Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | CELANESE CORPORATION |
| | |
| | By: | /s/ Michael R. Sullivan |
| | Name: | Michael R. Sullivan |
| | Title: | Vice President, Deputy General Counsel and Assistant Secretary |
| | | |
| | | |
| | Date: | December 9, 2020 |
