CELANESE CORPORATION (NYSE:CE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Completion of Offering of 3.500% Senior Notes due 2024 by Celanese US Holdings LLC
On May 8, 2019, Celanese US Holdings LLC (“Celanese US”), a wholly owned subsidiary of Celanese Corporation (the “Company”), completed its registered offering of $500,000,000 of 3.500% Senior Notes due 2024 (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 (the “Trustee”), as amended by a Ninth Supplemental Indenture, dated May 8, 2019 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, Celanese US, certain subsidiaries of Celanese US (the “Subsidiary Guarantors”) and the Trustee.
The Company intends to use the net proceeds from the sale of the Notes to redeem in full, including accrued interest and any applicable premium, the Company\’s 3.250% Senior Notes maturing October 15, 2019, to pay approximately $156 million of the outstanding indebtedness under the Company\’s revolving credit facility which currently bears interest at 1.25%, and, any amounts not so used, will be used for general corporate purposes.
The Notes bear interest at a rate of 3.500% per year, payable semi-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 Ninth Supplemental Indenture and is qualified in its entirety by reference to the copies of the form of Note, the Ninth 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 9.01 Financial Statements and Exhibits.
* Filed herewith.
Celanese Corp Exhibit
EX-4.1 2 a2019588kex41formnote.htm EXHIBIT 4.1 Exhibit Exhibit 4.1THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE,…
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About CELANESE CORPORATION (NYSE:CE)
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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