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): July 14, 2022 (July 14, 2022)
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-32410 | 98-0420726 | ||
(State or other jurisdiction | (Commission File | (IRS Employer |
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
N/A |
(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 |
0.625% Senior Notes due 2028 | CE /28 | 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 1.01 Entry into a Material Definitive Agreement.
Completion of Offering of Senior Notes by Celanese US Holdings LLC
On July 14, 2022, Celanese US Holdings LLC (“Celanese US”), a wholly owned subsidiary of Celanese Corporation (the “Company”), completed its registered offering of $2,000,000,000 aggregate principal amount of 5.900% Senior Notes due 2024 (the “2024 Notes”), $1,750,000,000 aggregate principal amount of 6.050% Senior Notes due 2025 (the “2025 Notes”), $2,000,000,000 aggregate principal amount of 6.165% Senior Notes due 2027 (the “2027 Notes”), $750,000,000 aggregate principal amount of 6.330% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000 aggregate principal amount of 6.379% Senior Notes due 2032 (the “2032 Notes,” and together with the 2024 Notes, 2025 Notes, 2027 Notes and 2029 Notes, the “Notes” ). The Notes have been issued under an Indenture, dated as of May 6, 2011 (the “Base Indenture”), among the Company, Celanese US, and Wells Fargo Bank, National Association, as trustee, as amended by a Twelfth Supplemental Indenture, dated July 14, 2022 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Celanese US, certain subsidiaries of Celanese US (the “Subsidiary Guarantors”), U.S. Bank Trust Company, National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee.
The Company intends to use the net proceeds from the sale of the Notes, together with borrowings under its existing Term Loan Facility, the net proceeds of the concurrent offering of €1,000,000,000 aggregate principal amount of senior notes due 2026 and €500,000,000 aggregate principal amount of senior notes due 2029, or other debt financing, available borrowings under its existing Revolving Credit Facility and cash on hand, to fund the purchase price of its previously announced acquisition of the majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the “M&M Acquisition”).
Celanese US’s obligations under the Notes are guaranteed on a senior unsecured basis by the Company and, initially, by the Subsidiary Guarantors. The Notes pay interest semiannually, in arrears, on January 5 and July 5 of each year, beginning on January 5, 2023, with respect to the 2024 Notes, March 15 and September 15 of each year, beginning on September 15, 2022, with respect to the 2025 Notes, on January 15 and July 15 of each year, beginning on January 15, 2023, with respect to the 2027 Notes, 2029 Notes and 2032 Notes. The interest rate payable on the Notes will be subject to adjustment based on certain ratings events.
The Notes are subject to special mandatory redemption. In the event that (x) the M&M Acquisition is not consummated on or prior to August 17, 2023 or such later date as the parties to the M&M Acquisition transaction agreement may agree as the “Outside Date” thereunder, or (y) the M&M Acquisition transaction agreement related thereto is terminated without the M&M Acquisition being consummated, Celanese US will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of such Notes, respectively, plus accrued and unpaid interest, if any, to (but excluding) the redemption date.
The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to the Registration Statement on Form S-3, Reg. No. 333-236294, and the Prospectus included therein, filed by the Company Parties with the Securities and Exchange Commission (the “Commission”) on February 6, 2020, the related Prospectus Supplement dated July 7, 2022, and the Free Writing Prospectus filed with the Commission on July 7, 2022.
The foregoing description does not constitute a complete summary of the terms of the Notes, the Base Indenture and the Twelfth Supplemental Indenture and is qualified in its entirety by reference to the copies of the form of Notes, the Twelfth Supplemental Indenture and the Base Indenture filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report, which are each incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
*Filed herewith.
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 Corporate Secretary | |
Date: | July 14, 2022 |
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