CELANESE CORPORATION (NYSE:CE) Files An 8-K Entry into a Material Definitive Agreement

CELANESE CORPORATION (NYSE:CE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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Completion of Offering of 1.250% Senior Notes due 2025 by Celanese US Holdings LLC

On December 11, 2017, Celanese US Holdings LLC (“Celanese US”), a wholly owned subsidiary of Celanese Corporation (the “Company”), completed its registered offering of€300,000,000 of 1.250% Senior Notes due2025 (the “Notes”). The Notes have been issued under an Indenture, dated as of May6, 2011 (the “Base Indenture”), among the Company, Celanese US, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as amended by a Seventh Supplemental Indenture, dated December 11, 2017 (the “Seventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Celanese US, certain subsidiaries of Celanese US (the “Subsidiary Guarantors”), the Trustee, and Deutsche Bank Trust Companies Americas, as paying agent, registrar and transfer agent.

Net proceeds from the sale of the Notes will be used to make a voluntary contribution to the Company's U.S. pension plan and, any amounts not so used, will be used for general corporate purposes.

The Notes bear interest at a rate of 1.250% per year, payable annually in arrears. Celanese US’s obligations under the Notes are guaranteed on a senior unsecured basis by the Company and, initially, the Subsidiary Guarantors.

Upon the occurrence of a change of control with a ratings decline, the holders of the Notes will have the right to require Celanese US to make an offer to repurchase each holder’s Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.

The Indenture contains covenants limiting, among other things, the Company and the Subsidiary Guarantors’ ability to create liens, enter into sales-leaseback transactions, merge or consolidate, sell or otherwise dispose of all or substantially all of the Company’s assets. The Indenture also contains customary events of default.

The foregoing description does not constitute a complete summary of the terms of the Notes, the Base Indenture and the Seventh Supplemental Indenture and is qualified in its entirety by reference to the copy of the Base Indenture previously filed as Exhibit 4.2 to the Company's current report on Form 8-K filed with the Securities and Exchange Commission on May6, 2011 and the copies of the form of Note and the Seventh Supplemental Indenture filed as Exhibits 4.1 and 4.2, respectively, to this Current Report, which are each incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.






Seventh Supplemental Indenture, dated as of December 11, 2017, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as trustee, and Deutsche Bank Trust Companies Americas, as paying agent, registrar and transfer agent.


Opinion of Gibson, Dunn & Crutcher LLP, dated December 11, 2017.


Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit5.1).

Celanese Corp Exhibit
EX-4.2 2 a201712118-kex42indenture.htm EXHIBIT 4.2 Exhibit Exhibit 4.2CELANESE US HOLDINGS LLCTHE GUARANTORS PARTY HERETO,…
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Celanese Corporation (Celanese) is a technology and specialty materials company. The Company operates through four segments: Advanced Engineered Materials, Consumer Specialties, Industrial Specialties and Acetyl Intermediates. Its business involves processing chemical raw materials, such as methanol, carbon monoxide, ethylene and natural products, including wood pulp, into chemicals, thermoplastic polymers and other chemical-based products. It engineers and manufactures a range of products, which serves a range of end-use applications, including paints and coatings, textiles, automotive applications, consumer and medical applications, performance industrial applications, filtration applications, paper and packaging, chemical additives, construction, consumer and industrial adhesives, and food and beverage applications. The Company operates in North America, Europe and Asia and consists of approximately 20 global production facilities.

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