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 | 98-0420726 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
222 W. Las Colinas Blvd., Suite 900N, Irving, Texas | 75039 | |
(Address of Principal Executive Offices) | (Zip Code) |
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 | |
4.777% Senior Notes Due 2026 | New York Stock Exchange | |
5.337% Senior Notes Due 2029 | 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) or (e), please 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) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-236294
Securities to be registered pursuant to Section 12(g) of the Act: None.
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.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Celanese Corporation (the “Registrant”) has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated July 12, 2022 (the “Prospectus Supplement”) to a prospectus dated February 6, 2020 (the “Prospectus”), relating to securities to be registered hereunder included in the Registrant’s automatic shelf Registration Statement on Form S-3 (File No. 333-236294), which became automatically effective on February 6, 2020.
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 €1,000,000,000 aggregate principal amount of 4.777% Senior Notes Due 2026 (the “2026 Notes”) and €500,000,000 aggregate principal amount of 5.337% Senior Notes Due 2029 (the “2029 Notes,” and together with the 2026 Notes, 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 6, 2020 (Registration No. 333-236294), as supplemented by the information under the heading “Description of the Notes” in the Registrant’s related Prospectus Supplement, dated July 12, 2022, filed by the Registrant with the SEC on July 14, 2022 (Registration No. 333-236294). 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 LLC.
Item 2. | Exhibits |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 19, 2022
CELANESE CORPORATION | ||
By: | /s/ Scott A. Richardson | |
Name: Scott A. Richardson | ||
Title: Executive Vice President and Chief Financial Officer | ||
CELANESE US HOLDINGS LLC | ||
By: | /s/ Scott A. Richardson | |
Name: Scott A. Richardson | ||
Title: President | ||
CELANESE AMERICAS LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
CELANESE ACETATE LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
CELANESE CHEMICALS, INC. | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
CNA HOLDINGS LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer |
CELANESE INTERNATIONAL CORPORATION | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
CELTRAN, INC. | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
KEP AMERICAS ENGINEERING PLASTICS, LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
TICONA FORTRON INC. | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
TICONA POLYMERS, INC. | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer | ||
TICONA LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer |
CELANESE GLOBAL RELOCATION LLC | ||
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer |
CELANESE LTD. | ||
By: | CELANESE INTERNATIONAL CORPORATION, its general partner | |
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer |
CELANESE SALES U.S. LTD. | ||
By: | CELANESE INTERNATIONAL CORPORATION, its general partner | |
By: | /s/ Dmitry Buriko | |
Name: Dmitry Buriko | ||
Title: Vice President and Treasurer |