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Celanese Announces Cash Tender Offers for up to €500 Million Aggregate Principal Amount of 4.777% Senior Notes due 2026 and $250 Million Aggregate Principal Amount of 6.415% Senior Notes due 2027

In This Article:

DALLAS, March 5, 2025 /PRNewswire/ -- Celanese Corporation (NYSE: CE) ("Celanese"), a global chemical and specialty materials company, today announced that its direct wholly-owned subsidiary Celanese US Holdings LLC (the "Company") has commenced offers to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes in an aggregate principal amount of up to (i) €500,000,000 of 4.777% Senior Notes due 2026 (the "EUR Notes") and (ii) $250,000,000 of 6.415% Senior Notes due 2027 (the "USD Notes," and together with the EUR Notes, the "Notes") (which, in each case subject to applicable law, may be increased or decreased in the sole discretion of the Company (such amount for the applicable series of Notes, as the same may be increased or decreased, the "Series Cap")) as described in the table below (the "Tender Offers").

The Tender Offers are being made upon the terms and subject to the conditions set forth in the offer to purchase dated March 5, 2025 (the "Offer to Purchase"). Notes purchased in the Tender Offers will be retired and cancelled.  Terms not defined in this announcement have the meanings given to them in the Offer to Purchase. Copies of the Offer to Purchase are available to holders through the information and tender agent, D.F. King, at (212) 269-5550 (for banks and brokers) or (800) 207-3159 (all others, toll-free) in New York, or +44 (0) 207 920 9700, in London or by email at CE@dfking.com.

Title of
Security(a)

ISIN / CUSIP

Outstanding
Principal
Amount

Series Cap(c)

Interpolated
Mid-Swap
Rate /
Reference
Security(d)

Bloomberg
Reference
Page

Early
Tender
Payment
(per €1,000
or $1,000, as
applicable)(e)

Fixed
Spread
(basis
points)(f)

4.777%
Senior Notes
due 2026
(the "EUR
Notes
")

XS2497520705

€1,000,000,000

€500,000,000

Interpolated
Mid-Swap
Rate

IRSB EU

€50

60

6.415%
Senior Notes
due 2027
(the "USD
Notes
")(b)

US15089QAM69
/ 15089QAM6 

$2,000,000,000

$250,000,000

4.125% UST
due
02/28/2027

FIT 1

$50

105

    (a)

The Notes are guaranteed on a senior basis by Celanese and by each of the Company's current and future domestic subsidiaries that guarantee the Company's obligations under its senior credit facilities. As of the next interest payment date, the interest rate payable on the EUR Notes will be 5.277% and the interest rate payable on the USD Notes will be 6.665%.



    (b)

As of the date of the Offer to Purchase, the interest rate payable on the USD Notes has increased by 0.250% from the original stated coupon of 6.165%



    (c)

The Series Cap represents the maximum aggregate principal amount of each series of Notes that will be purchased.  The Company reserves the right, but is under no obligation, to increase, decrease or eliminate either or both Series Caps at any time, including at or after the Price Determination Time (as defined herein), subject to applicable law.



    (d)

The Interpolated Mid-Swap Rate will be used to calculate the applicable Total Consideration (as defined below) payable for the EUR Notes, and the Reference Security will be used to calculate the applicable Total Consideration payable for the USD Notes. The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.



    (e)

Payable in cash per each €1,000 or $1,000 principal amount, as applicable, of the specified series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) and accepted for purchase.  The Total Consideration, when calculated and determined in the manner set forth in the Offer to Purchase, already includes the Early Tender Payment (as defined below).



    (f)

The applicable Fixed Spread will be used to calculate the applicable Total Consideration payable for each series of Notes, which already includes the Early Tender Payment.  The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.

The Tender Offers will expire at 5:00 p.m., New York City time, on April 2, 2025, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time").  Holders must validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on March 18, 2025, unless extended (such time and date, as the same may be extended, the "Early Tender Time"), to be eligible to receive the applicable Total Consideration (as defined below) which already includes an amount in cash (the "Early Tender Payment") equal to the applicable amount set forth in the table above under the heading "Early Tender Payment", plus accrued and unpaid interest. Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will be eligible to receive only the applicable Tender Offer Consideration (as defined below), which is an amount equal to the applicable Total Consideration minus the applicable Early Tender Payment.