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purchase for cash any validly tendered (and not validly withdrawn)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.
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Title of
Security(a)
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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%.
|
|
|
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(b)
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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%
|
|
|
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(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.
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|
|
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(d)
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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.
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|
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(e)
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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).
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|
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(f)
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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.
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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.
Notes tendered may be withdrawn at any time prior to, but not
after, 5:00 p.m., New York City time, on March 18, 2025 (such time and date, as it may be
extended, the "Withdrawal Deadline"). The Tender Offers are
subject to the satisfaction of certain conditions, as set forth in
the Offer to Purchase; these conditions include the "Financing
Condition", by which is meant the completion of a concurrent
offering by the Company of new debt securities that closes no later
than the Early Settlement Date (as defined below), on terms
satisfactory to the Company (in its discretion), including but not
limited to the amount of net proceeds raised by such offering being
sufficient to effect the repurchase of the Notes validly tendered
and accepted for purchase pursuant to the Tender Offers.
The aggregate purchase price plus accrued and unpaid interest
for Notes that are validly tendered and not validly withdrawn
before the Early Tender Time and accepted for purchase will be paid
by the Company in same day funds promptly following the Early
Tender Time (the "Early Settlement Date"). The Company expects that
the Early Settlement Date will be March 21,
2025, the third business day following the Early Tender
Time. The aggregate purchase price plus accrued and unpaid interest
for Notes that are validly tendered after the Early Tender Time and
before the Expiration Time and accepted for purchase will be paid
by the Company in same day funds promptly following the Expiration
Time (the "Final Settlement Date"). The Company expects that the
Final Settlement Date will be April 4,
2025, the second business day after the Expiration Time,
assuming the applicable Series Cap with respect to a series of
Notes is not reached at the Early Tender Time. No tenders will be
valid if submitted after the Expiration Date.
The Company will only accept for purchase an amount of Notes of
each series with an aggregate principal amount that will not exceed
the Series Cap with respect to such series of Notes. Subject to
applicable law, the Offeror reserves the right, but is under no
obligation to, increase, decrease, or eliminate the Series Cap with
respect to a series of Notes at any time, including at or after the
Price Determination Time, without extending the Withdrawal Deadline
or otherwise reinstating withdrawal rights of Holders. As more
fully described in the Offer to Purchase, if the Series Cap with
respect to a series of Notes is reached at or prior to the Early
Tender Time, no Notes of such that are tendered after the Early
Tender Time will be accepted for purchase, unless we increase the
applicable Series Cap.
The purchase of any series of Notes is not conditioned upon the
purchase of any other series of Notes. Any Notes validly
tendered (and not validly withdrawn) and accepted for purchase may
be subject to proration as described in the Offer to
Purchase. Holders of Notes that are validly tendered and not
validly withdrawn at or prior to the Early Tender Time and that are
accepted for purchase will receive the applicable "Total
Consideration", which already includes the Early Tender Payment for
the applicable series of Notes set forth in the table above.
Holders of any Notes that are validly tendered after the Early
Tender Time but at or before the Expiration Time and that are
accepted for purchase will receive the applicable Total
Consideration minus the Early Tender Payment. The applicable
Total Consideration minus the applicable Early Tender Payment is
referred to as the "Tender Offer Consideration".
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold their Notes as to when
such intermediary needs to receive instructions from a holder in
order for that holder to be able to participate in the Tender
Offers before the deadlines specified herein and in the Offer to
Purchase. The deadlines set by the clearing system for the
submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer to Purchase.
Holders of EUR Notes who do not have access to an account, as
described above, in either Euroclear or Clearstream, Luxembourg (either directly or through a
direct participant or other intermediary), or who do not transfer
the EUR Notes which they wish to tender to a direct participant in
either clearing system, will not be able to submit a EUR Tender
Instruction (as defined in the Offer to Purchase) to the
Information and Tender Agent and will not be eligible to
participate in the Tender Offers in the manner specified in the
Offer to Purchase.
The Offeror has retained J.P. Morgan Securities plc as Lead
Dealer Manager for the EUR Notes and J.P. Morgan Securities LLC as
Lead Dealer Manager for the USD Notes, and BofA Securities and HSBC
Securities (USA) Inc. as Co-Dealer
Managers for the Tender Offers (collectively, the "Dealer
Managers"). The Offeror has retained D.F. King as the Information
and Tender Agent for the Tender Offers.
For additional information regarding terms and conditions of the
Tender Offers please contact: J.P. Morgan Securities plc at +44 20
7134 2468 (collect) or J.P. Morgan Securities LLC at +1 (866)
834-4666 (toll-free) or +1 (212) 834-3554 (collect). Requests for
documents and questions regarding tendering of securities may be
directed to D.F. King at +1 (212) 269-5550 (for banks and
brokers only) or +1 (800) 207-3159 (for all others, toll-free) in
New York, or +44 (0) 207 920 9700,
in London, by email at
CE@dfking.com or to J.P. Morgan Securities plc or J.P. Morgan
Securities LLC at their respective telephone numbers. Copies of the
Offer to Purchase and other documents relating to the Tender Offers
may also be obtained at https://clients.dfkingltd.com/CE.
General
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell the Notes. The Tender Offers are
made only by the Offer to Purchase, and the information in this
announcement is qualified by reference to the Offer to Purchase
dated March 5, 2025. There is no
separate letter of transmittal in connection with the Offer to
Purchase. None of the Company, Celanese, the Celanese Board of
Directors, the Dealer Managers, the Tender Agent and Information
Agent or the trustees with respect to any Notes is making any
recommendation as to whether holders should tender any Notes in
response to the Tender Offers, and neither Company nor any such
other person has authorized any person to make any such
recommendation. Holders must make their own decision as to whether
to tender any of their Notes, and, if so, the principal amount of
Notes to tender.
Non-U.S. Distribution Restrictions
United Kingdom.
The communication of this announcement, the Offer to Purchase and
any other documents or materials relating to the Tender Offers is
not being made by and such documents and/or materials have not been
approved by an authorised person" for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
"FSMA"). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to:
(1) persons who are outside of the United
Kingdom; (2) investment professionals falling within the
definition contained in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (3) those persons who are existing members or
creditors of the Company or other persons falling within Article
43(2) of the Order; or (4) any other persons to whom such documents
and/or materials may lawfully be communicated in accordance with
the Order (all such persons together being referred to as "relevant
persons"). This announcement, the Offer to Purchase and any
other documents or materials relating to the Tender Offers are only
available to relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of
its contents.
Italy. None of the
Tender Offers, this announcement, the Offer to Purchase or any
other documents or materials relating to the Tender Offers have
been or will be submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to applicable Italian laws and
regulations. The Tender Offers are being carried out in the
Republic of Italy
("Italy") as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
14 May 1999, as amended.
Holders or beneficial owners of the Notes that are resident or
located in Italy can tender their
Notes for purchase through authorized persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of
15 February 2018, as amended, and
Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with any other
applicable laws and regulations and with any requirements imposed
by CONSOB or any other Italian authority. Each intermediary
must comply with applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with
the Notes or the Offer to Purchase.
France. The Tender
Offers are not being made, directly or indirectly, in the Republic
of France (other than to qualified
investors as described below). This announcement, the Offer
to Purchase and any other document or material relating to the
Tender Offers have only been, and shall only be, distributed in the
Republic of France to qualified
investors as defined in Article 2(e) of Regulation (EU) 2017/1129
(the "Prospectus Regulation"). None of this
announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offers have been or will be
submitted for clearance to the Autorité des marchés
financiers.
Belgium. None of
this announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offers have been, or will be,
submitted or notified to, or approved or recognized by, the Belgian
Financial Services and Markets Authority ("Autorité des services
et marchés financiers"/"Autoriteit voor Financiële Diensten en
Markten"). The Tender Offers are not being made in
Belgium by way of a public
offering within the meaning of Articles 3, §1, 1° and 6, §1 of the
Belgian Law of 1 April 2007 on public
takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the
Tender Offers may not be, and are not being, advertised and the
Tender Offers will not be extended and this announcement, the Offer
to Purchase and any other documents or materials relating to the
Tender Offers (including any memorandum, information circular,
brochure or any similar documents) may not, have not, and will not,
be distributed or made available, directly or indirectly, to any
person in Belgium other than to
"qualified investors" ("investisseur
qualifié"/"gekwalificeerde belegger") within the meaning of
Article 2(e) of the Prospectus Regulation acting on their own
account. Insofar as Belgium
is concerned, the Tender Offers are made only to qualified
investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase
or in any other documents or materials relating to the Tender
Offers may not be used for any other purpose or disclosed or
distributed to any other person in Belgium.
Legal Notices
None of the Dealer Managers (nor any of their respective
directors, officers, employees, agents or affiliates) has any role
in relation to any part of the Tender Offers made to Holders that
are not Relevant Holders, where "Relevant Holders"
means:
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(i) a Holder of EUR Notes
that is:
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(a)
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if resident or located
in a member state of the European Union (the "EU"), an "eligible
counterparty" or a "professional client", each as defined in
Directive No. 2014/65/EU on markets in financial instruments (as
amended from time to time);
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(b)
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if resident or located
in the UK, an "eligible counterparty", as defined in the FCA
Handbook Conduct of Business Sourcebook, or a "professional client"
as defined in point (8) of Article 2(1) of Regulation (EU) No.
600/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018; or
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(c)
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if resident or located
in a jurisdiction outside of the EU and the UK, an
institutional holder under applicable local law and not a retail
holder; or
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(ii)
a Holder of the USD Notes.
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This announcement is for informational purposes only and is not
an offer to sell or purchase, a solicitation of an offer to
purchase or a solicitation of consents with respect to any
securities. There will there be no sale of these securities
in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other
jurisdiction.
This announcement does not describe all the material terms of
the Tender Offers and no decision should be made by any Holder on
the basis of this announcement. The terms and conditions of
the Tender Offers are described in the Offer to Purchase.
This announcement must be read in conjunction with the Offer to
Purchase. The Offer to Purchase contains important
information which should be read carefully before any decision is
made with respect to the Tender Offers. If any Holder is in
any doubt as to the contents of this announcement, or the Offer to
Purchase, or the action it should take, it is recommended that the
Holder seek its own financial and legal advice, including in
respect of any tax consequences, immediately from its stockbroker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Notes
are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to
tender such Notes pursuant to the Tender Offers.
None of the Company, the Dealer Managers or their affiliates,
their respective boards of directors, the Information and Tender
Agent, the trustee with respect to the USD Notes or any of their
respective affiliates makes any recommendation, or has expressed an
opinion, as to whether or not Holders should tender their Notes, or
refrain from doing so, pursuant to the Tender Offers. Each
Holder should make its own decision as to whether to tender its
Notes and if so, the principal amount of the Notes to tender.
The Company has not filed this announcement or the Offer to
Purchase with, and they have not been reviewed by, any federal or
state securities commission or regulatory authority of any
country. No authority has passed upon the accuracy or
adequacy of the Tender Offers, and it is unlawful and may be a
criminal offense to make any representation to the
contrary.
The Offer to Purchase does not constitute an offer to purchase
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer under applicable
securities or blue sky laws. The distribution of the Offer to
Purchase in certain jurisdictions is restricted by law.
Persons into whose possession the Offer to Purchase comes are
required by each of the Company, the Dealer Managers, the
Information and Tender Agent to inform themselves about, and to
observe, any such restrictions.
About Celanese
Celanese Corporation is a global leader in chemistry, producing
specialty material solutions used across most major industries
and consumer applications. Our businesses use our chemistry,
technology and commercial expertise to create value for our
customers, employees and shareholders. We support
sustainability by responsibly managing the materials we create
and growing our portfolio of sustainable products to meet customer
and societal demand. We strive to make a positive impact in our
communities and to foster inclusivity across our teams. Celanese
Corporation is a Fortune 500 company that employs approximately
12,200 employees worldwide with 2024 net sales of $10.3 billion.
Forward-Looking Statements
This announcement may contain "forward-looking statements,"
which include information concerning the expected timing of the
Tender Offers, our ability to complete the Tender Offers, other
terms of the Tender Offers including the Financing Condition and
the other conditions set forth in the Offer to Purchase, the
successful completion of the concurrent notes offering, and other
information that is not historical information. All forward-looking
statements are based upon current expectations and beliefs and
various assumptions. There can be no assurance that Company will
realize these expectations or that these beliefs will prove
correct. There are a number of risks and uncertainties that could
cause actual results to differ materially from the results
expressed or implied by the forward-looking statements contained in
this announcement. Numerous other factors, many of which are beyond
Celanese's control, could cause actual results to differ materially
from those expressed as forward-looking statements. Other risk
factors include those that are discussed in Celanese's filings with
the Securities and Exchange Commission. Any forward-looking
statement speaks only as of the date on which it is made, and
neither the Company nor Celanese undertake any obligation to update
any forward-looking statements to reflect events or circumstances
after the date on which it is made or to reflect the occurrence of
anticipated or unanticipated events or circumstances.
Celanese Contacts:
Investor Relations
Bill
Cunningham
Phone: +1 302 772 5231
william.cunningham@celanese.com
Media - U.S.
Jamaison
Schuler
Phone: +1 972 443 4400
media@celanese.com
Media - Europe
Petra
Czugler
Phone: +49 69 45009 1206
petra.czugler@celanese.com
Source: Celanese Corporation
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SOURCE Celanese Corporation
