Celanese Announces Pricing of Cash Tender Offers for 4.777% Senior Notes due 2026 and 6.415% Senior Notes due 2027
Rhea-AI Summary
Celanese (NYSE: CE) has announced pricing details for cash tender offers through its subsidiary Celanese US Holdings The tender offers target:
- €552,082,000 of 4.777% Senior Notes due 2026 (EUR Notes)
- $500,000,000 of 6.415% Senior Notes due 2027 (USD Notes)
The company received tenders of €552,082,000 in EUR Notes and $1,354,646,000 in USD Notes by the Early Tender Time on March 18, 2025. Due to full subscription at Early Tender Time, no additional tenders after this deadline will be accepted. The Early Settlement Date is expected to be March 21, 2025.
Holders who validly tendered before the Early Tender Time will receive the Total Consideration plus accrued and unpaid interest. J.P. Morgan Securities leads the tender offers, with BofA Securities and HSBC Securities as Co-Dealer Managers.
Positive
- Full subscription of tender offers indicates strong investor participation
- Company demonstrates financial flexibility in managing debt obligations
- Reported strong 2024 net sales of $10.3 billion
Negative
- USD Notes were significantly oversubscribed ($1.35B tendered vs $500M accepted), indicating many holders won't have their notes purchased
News Market Reaction – CE
In the trading session that priced this news, CE declined 2.26%, reflecting a moderate negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
As previously announced, the Company will accept (i)
The Tender Offers have been made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2025, as amended and supplemented by the press release dated March 18, 2025 (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.
The following table indicates, among other things, the principal amount of Notes validly tendered (and not validly withdrawn) that will be accepted for purchase:
Title of Security(a) | ISIN / CUSIP | Series Cap(c) | Principal Amount Tendered as of Early Tender Time | Principal Amount Accepted | Pro-Ration Factor(f) | Interpolated Mid-Swap Rate / Reference Security | Bloomberg Reference Page | Early Tender Payment (per | Reference Yield | Fixed Spread (basis points) | Tender Yield | Total Consideration (e) |
XS2497520705 | N/A | Interpolated Mid-Swap Rate | IRSB EU | 2.325 % | 60 | 2.925 % | ||||||
US15089QAM69 / 15089QAM6 | 36.40 % | FIT 1 | 4.084 % | 105 | 5.134 % |
(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 |
(b) | As of the date of the Offer to Purchase, the interest rate payable on the USD Notes has increased by |
(c) | The Tender Offers are subject to a Series Cap equal to |
(d) | Payable in cash per each |
(e) | Per |
(f) | The USD 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" specified in the table above. The Proration Factor is rounded to the nearest hundredth of a percentage point. |
Only holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes were accepted for purchase are eligible to receive the Total Consideration. Holders of Notes purchased will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date. Withdrawal rights for the Notes expired at 5:00 p.m.,
The Company expects to pay for the Notes that were validly tendered and accepted for purchase on March 21, 2025 (the "Early Settlement Date").
As previously announced, according to information provided by D.F. King, the Information and Tender Agent for the Tender Offers,
The Company 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 (
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
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-
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:
(i) a Holder of EUR Notes that is:
(a) 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);
(b) if resident or located in the
(c) if resident or located in a jurisdiction outside of the EU and the
(ii) a Holder of the USD 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 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 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, 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
Phone: +1 302 772 5231
william.cunningham@celanese.com
Media -
Jamaison Schuler
Phone: +1 972 443 4400
media@celanese.com
Media -
Petra Czugler
Phone: +49 69 45009 1206
petra.czugler@celanese.com
View original content:https://www.prnewswire.com/news-releases/celanese-announces-pricing-of-cash-tender-offers-for-4-777-senior-notes-due-2026-and-6-415-senior-notes-due-2027--302406214.html
SOURCE Celanese Corporation