UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Celanese Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 98-0420726 (IRS Employer Identification No.) | |
222 W. Las Colinas Blvd., Suite 900N, Irving, Texas (Address of Principal Executive Offices) | 75039 (Zip Code) | |
(FOR CO-REGISTRANTS, PLEASE SEE “TABLE OF CO-REGISTRANTS” ON THE FOLLOWING PAGE)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |||
| 1.125% Senior Notes Due 2023 | New York Stock Exchange | |||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: 333-193834
Securities to be registered pursuant to Section 12(g) of the Act: None
_____________________________________
(Title of Class)
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TABLE OF CO-REGISTRANTS
| Exact Name as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification Number | Address, including Zip Code and Telephone Number of Principal Executive Offices |
| Celanese US Holdings LLC* | Delaware | 20-1206848 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Americas LLC | Delaware | 22-1862783 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Acetate LLC | Delaware | 56-2051387 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Chemicals, Inc. | Delaware | 13-2916623 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| CNA Holdings LLC | Delaware | 13-5568434 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese International Corporation | Delaware | 75-2622529 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celtran, Inc. | Delaware | 56-0818166 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| KEP Americas Engineering Plastics, LLC | Delaware | 22-3537574 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Ticona Fortron Inc. | Delaware | 22-3140276 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Ticona Polymers, Inc. | Delaware | 13-3313358 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Ticona LLC | Delaware | 22-3546190 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Global Relocation LLC | Delaware | 41-2243055 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Ltd. | Texas | 75-2622526 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
| Celanese Sales U.S. Ltd. | Texas | 47-4261191 | 222 W Las Colinas Blvd., Suite 900N Irving, TX 75039 972-443-4000 |
* Celanese US Holdings LLC is the issuer of the debt securities registered hereby. The other listed co-registrants are guarantors of the debt securities.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Celanese Corporation (the "Registrant") has filed with the Securities and Exchange Commission (the "SEC") a prospectus supplement dated September 19, 2016 (the "Prospectus Supplement") to a prospectus dated February 7, 2014 (the "Prospectus"), relating to securities to be registered hereunder included in the Registrant's automatic shelf Registration Statement on Form S-3 (File No. 333-193834), which became automatically effective on February 7, 2014.
Item 1. Description of Registrant’s Securities to be Registered.
The Registrant and the Co-Registrants on this registration statement (the “Co-Registrants”) register hereunder €750,000,000 aggregate principal amount of 1.125% Senior Notes Due 2023 (the “Notes”) issued by the Registrant's subsidiary, Celanese US Holdings LLC, a Co-Registrant on this registration statement. For a description of the securities to be registered hereunder, reference is made to the information under the heading “Description of Debt Securities and Guarantees” of the Prospectus dated February 7, 2014 (Registration No. 333-193834), as supplemented by the information under the heading “Description of Notes” in the Registrant’s related Prospectus Supplement, dated September 19, 2016, filed by the Registrant with the SEC on September 21, 2016 (Registration No. 333-193834). Such information is incorporated herein by reference and made a part of this registration statement in its entirety. Copies of such descriptions will be filed with the New York Stock Exchange, Inc.
Item 2. Exhibits.
| Exhibit | |||
| Number | Description | ||
| 4.1 | Indenture, dated as of May 6, 2011, by and between Celanese US Holdings LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 6, 2011). | ||
| 4.2‡ | Form of Sixth Supplemental Indenture by and among Celanese US Holdings LLC, the Guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent. | ||
| 4.3‡ | Form of 1.125% Senior Note due 2023. | ||
| 99.1 | Prospectus dated February 7, 2014, and Prospectus Supplement dated September 19, 2016, relating to the Notes (incorporated by reference to the prospectus and prospectus supplement filed by the Registrant on September 21, 2016 (Registration No. 333-193834)). | ||
______________________________
‡ Filed herewith.
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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.
Date: September 22, 2016
| CELANESE CORPORATION | ||||
| By: | /s/ Christopher W. Jensen | |||
| Name: Christopher W. Jensen | ||||
| Title: Senior Vice President, Finance | ||||
| and Chief Financial Officer | ||||
| CELANESE US HOLDINGS LLC | ||||
| By: | /s/ Jamie A. Beggs | |||
| Name: Jamie A. Beggs | ||||
| Title: Vice President and Treasurer | ||||
| CELANESE AMERICAS LLC (f/k/a Celanese Americas Corporation) | ||||
| By: | /s/ Jamie A. Beggs | |||
| Name: Jamie A. Beggs | ||||
| Title: Vice President and Treasurer | ||||
| CELANESE ACETATE LLC | ||||
| By: | /s/ Jamie A. Beggs | |||
| Name: Jamie A. Beggs | ||||
| Title: Vice President and Treasurer | ||||
| CELANESE CHEMICALS, INC. | ||||
| By: | /s/ Jamie A. Beggs | |||
| Name: Jamie A. Beggs | ||||
| Title: Vice President and Treasurer | ||||
| CNA HOLDINGS LLC (f/k/a CNA HOLDINGS, INC.) | ||||
| By: | /s/ Jamie A. Beggs | |||
| Name: Jamie A. Beggs | ||||
| Title: Vice President and Treasurer | ||||
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| CELANESE INTERNATIONAL CORPORATION | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| CELTRAN, INC. | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| KEP AMERICA ENGINEERING PLASTICS, LLC | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| TICONA FORTRON INC. | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| TICONA POLYMERS, INC. | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| TICONA LLC | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| CELANESE GLOBAL RELOCATION LLC | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
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| CELANESE LTD. | |||
| By: | CELANESE INTERNATIONAL | ||
| CORPORATION as General Partner | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
| CELANESE SALES LTD. | |||
| By: | CELANESE INTERNATIONAL | ||
| CORPORATION as General Partner | |||
| By: | /s/ Jamie A. Beggs | ||
| Name: Jamie A. Beggs | |||
| Title: Vice President and Treasurer | |||
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Exhibit Index
| Exhibit | |||
| Number | Description | ||
| 4.1 | Indenture, dated as of May 6, 2011, by and between Celanese US Holdings LLC and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 6, 2011). | ||
| 4.2‡ | Form of Sixth Supplemental Indenture by and among Celanese US Holdings LLC, the Guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, registrar and transfer agent. | ||
| 4.3‡ | Form of 1.125% Senior Note due 2023. | ||
| 99.1 | Prospectus dated February 7, 2014, and Prospectus Supplement dated September 19, 2016, relating to the Notes (incorporated by reference to the prospectus and prospectus supplement filed by the Registrant on September 21, 2016 (Registration No. 333-193834)). | ||
______________________________
‡ Filed herewith.
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