UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 19, 2022 (
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Item 1.01 Entry into a Material Definitive Agreement.
Completion of Offering of Senior Notes by Celanese US Holdings LLC
On July 19, 2022, Celanese US Holdings LLC (“Celanese US”), a wholly owned subsidiary of Celanese Corporation (the “Company”), completed its registered offering of €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” ). 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 Thirteenth Supplemental Indenture, dated July 19, 2022 (the “Thirteenth 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, registrar and transfer agent, Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee, and Elavon Financial Services DAC, UK Branch, as paying agent.
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 its previously announced and closed offering of $2,000,000,000 aggregate principal amount of senior due 2024, $1,750,000,000 aggregate principal amount of senior notes due 2025, $2,000,000,000 aggregate principal amount of senior notes due 2027, $750,000,000 aggregate principal amount of senior notes due 2029 and $1,000,000,000 aggregate principal amount of senior notes due 2032, 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 annually, in arrears, on July 19 of each year, beginning on July 19, 2023, with respect to the 2024 Notes and January 19 of each year, beginning on January 19, 2023, with respect to the 2029 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 12, 2022, and the Free Writing Prospectus filed with the Commission on July 12, 2022.
The foregoing description does not constitute a complete summary of the terms of the Notes, the Base Indenture and the Thirteenth Supplemental Indenture and is qualified in its entirety by reference to the copies of the form of Notes, the Thirteenth 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 19, 2022 | |