Celanese Announces Early Results and Upsize of Tender Offers for 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028
Rhea-AI Summary
Celanese (NYSE: CE) announced early results and an upsize of its tender offers for its 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028 on Dec 16, 2025. The company reported $946,106,000 of 2027 Notes and $675,185,000 of 2028 Notes were validly tendered at the Early Tender Time.
Celanese increased the Maximum Tender Amount to accept up to $1,200,106,000 and set a $254,000,000 Series Cap for 2028 Notes (proration factor 37.68%). Total Consideration is $1,037.50 per $1,000 of 2027 Notes and $1,055.00 per $1,000 of 2028 Notes; Early Settlement Date is Dec 17, 2025.
Positive
- $946,106,000 of 2027 Notes validly tendered as of Early Tender Time
- $675,185,000 of 2028 Notes validly tendered as of Early Tender Time
- Maximum Tender Amount increased to $1,200,106,000
- Total Consideration includes $50 Early Tender Payment per $1,000
Negative
- $254,000,000 Series Cap on 2028 Notes limits acceptances
- 2028 Notes proration factor of 37.68% (only $254,000,000 expected accepted)
- Company does not expect to accept Notes tendered after the Early Tender Time
News Market Reaction – CE
In the Dec 16 session, CE declined 3.62%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Dec 09 | ESG certification | Positive | +0.4% | ISCC carbon footprint certification for POM ECO-C grades at two sites. |
| Dec 03 | Debt offering | Neutral | +0.7% | Upsized and priced $1.4B senior unsecured notes due 2031 and 2034. |
| Dec 02 | Tender offers launch | Neutral | -0.6% | Announced cash tender offers for up to $1.0B of 2027 and 2028 notes. |
| Nov 18 | Investor event | Neutral | -1.5% | CEO fireside chat with J.P. Morgan for institutional investors. |
| Nov 14 | Investor event | Neutral | -5.2% | Initial announcement of upcoming J.P. Morgan fireside chat and webcast. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent news – including sustainability certification, a new notes offering, and prior tender-offer launch – has produced relatively modest single-day moves, suggesting limited immediate price sensitivity to corporate finance and ESG updates.
Over the last month, Celanese issued several balance-sheet and corporate updates. On Dec 2, it launched cash tender offers for up to $1,000,000,000 of 2027 and 2028 notes, followed by an upsized $1.4 billion senior notes offering on Dec 3. Subsequent sustainability certification and investor event headlines saw mixed but generally moderate price reactions. Today’s upsized, fully subscribed tender-results update directly follows and operationalizes those earlier financing announcements.
Key Terms
senior notes financial
tender offers financial
aggregate principal amount financial
early tender time financial
early settlement date financial
proration factor financial
offer to purchase regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
DALLAS, Dec. 16, 2025 (GLOBE NEWSWIRE) -- Celanese Corporation (NYSE: CE) (“Celanese”), a global chemical and specialty materials company, today announced the early results of offers by its direct wholly-owned subsidiary Celanese US Holdings LLC (the “Company”) to purchase for cash validly tendered (and not validly withdrawn) and accepted notes in an aggregate principal amount equal to (i)
Additionally, the Company is amending the Tender Offers to increase (i) the Maximum Tender Amount so as to accept for purchase up to
The Tender Offers have been made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 2, 2025, as amended and supplemented by this press release (as so amended and supplemented and as it may be further amended or supplemented from time to time, the “Offer to Purchase”). Capitalized terms not defined in this announcement have the meanings given to them in the Offer to Purchase.
According to information provided by D.F. King, the Information and Tender Agent for the Tender Offers,
The following table indicates, among other things, the principal amount of Notes validly tendered and not validly withdrawn as of the Early Tender Time:
| Title of Security(a) | CUSIP Number / ISIN | Outstanding Principal Amount | Acceptance Priority Level | Series Cap(c) | Principal Amount Tendered as of Early Tender Time | Principal Amount Expected to be Accepted as of Early Tender Time | Proration Factor | ||||
| 15089QAM6 / US15089QAM69 | 1 | N/A | N/A | ||||||||
| 15089QAW4 / US15089QAW42 | 2 | ||||||||||
| (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. Immediately following the next interest payment date, the interest rate payable on the 2027 Notes will be |
| (b) | As of the date of the Offer to Purchase, the interest rate payable on the 2027 Notes has increased by |
| (c) | The Tender Offer for the 2028 Notes is subject to a Series Cap equal to |
| (d) | The 2028 Notes will be purchased on a pro rata basis up to the Series Cap in the manner described in the Offer to Purchase by reference to the “Proration Factor” referenced in the table above. The Proration Factor is rounded to the nearest hundredth of a percentage point. |
Since the Tender Offers were fully subscribed as of the Early Tender Time, the Company does not expect to accept for purchase any Notes validly tendered after the Early Tender Time.
Except for the increases in the Maximum Tender Amount and the Series Cap as described in this press release, the terms and conditions of the Tender Offers set forth in the Offer to Purchase remain unchanged.
The Total Consideration for each
The Company expects to pay for the Notes that were validly tendered at or prior to the Early Tender Time and that are accepted for purchase on December 17, 2025 (such date, the “Early Settlement Date”).
The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase. The Financing Condition for the Tender Offers as described in the Offer to Purchase has been satisfied.
The Company has retained BofA Securities as Lead Dealer Manager, and Citigroup, Deutsche Bank Securities and TD Securities as Co-Dealer Managers for the Tender Offers (collectively, the “Dealer Managers”). The Company 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: BofA Securities at (888) 292-0070 (toll free) or (980) 388-3646 (collected). 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) 967-4607 (for all others, toll-free) in New York, or by email at CE@dfking.com or to BofA Securities at its 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. 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 Information and Tender 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 the 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.
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 of Notes.
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 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 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 more than 11,000 employees worldwide with 2024 net sales of
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 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
