Celanese Corporation Provides Capital Structure Update After Executing Transactions to Extend Debt Maturity Profile

Key Terms

senior notes financial

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

cash tender offer financial

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

aggregate principal amount financial

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

term loan credit agreement financial

A term loan credit agreement is a formal contract where a borrower receives a fixed sum of money from a lender and agrees to repay it over a set period with interest, much like a multi‑year mortgage or car loan for a business. It matters to investors because the size, cost and rules of the loan affect a company’s cash flow, risk of default and ability to invest or pay dividends; restrictive conditions can also force operational changes.

net debt to Operating EBITDA financial

Net debt to operating EBITDA is a leverage ratio that compares a company’s total borrowings minus cash (net debt) to the cash profit from its core business (operating EBITDA). It tells investors how many years of current operating cash earnings would be needed to pay down the company’s net debt, making it a quick way to assess financial strength and default risk—like checking how many months of paycheck it would take to clear a mortgage.

forward-looking statements regulatory

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

DALLAS--(BUSINESS WIRE)-- Celanese Corporation (NYSE: CE) (the “Company” or “Celanese”), a global chemical and specialty materials company, today announced the completion of recent transactions to extend its debt maturity profile.

On December 17, 2025, Celanese US Holdings LLC, a subsidiary of the Company (the “Issuer”), completed a registered offering (the “Offering”) of $1.4 billion aggregate principal amount of notes, including:

• $600 million aggregate principal amount of 7.000% Senior Notes due 2031, and
• $800 million aggregate principal amount of 7.375% Senior Notes due 2034.

The net proceeds from the Offering, together with available cash, have been or will be used to fund:

• the purchase of $946 million aggregate principal amount of the Issuer’s outstanding 6.665% Senior Notes due 2027 pursuant to a previously announced cash tender offer,
• the purchase of $254 million aggregate principal amount of the Issuer’s outstanding 6.850% Senior Notes due 2028 pursuant to a previously announced cash tender offer,
• the repayment of the remaining $130 million of outstanding borrowings under the Company’s five-year term loan credit agreement due 2027, and
• related fees and expenses (collectively with the Offering, the “Refinancing Transactions”).

Following the consummation of the Refinancing Transactions, the Company expects that the average maturity of its debt will be extended from 4.1 years to 4.7 years¹ and that the total value of the combined 2026 to 2028 debt maturities will be reduced from $4.7 billion to $3.4 billion.¹

Inclusive of the Refinancing Transactions, the effective total net borrowing rate for the Company will be approximately 5.31%¹, an increase of approximately 2 basis points.

“As a result of the Refinancing Transactions, we have aligned our debt maturities over the next few years to a conservative outlook for free cash flow generation and divestiture proceeds,” said Chuck Kyrish, Senior Vice President and Chief Financial Officer. “We continue to prioritize cash generation and EBITDA growth and deploy all available cash proceeds to pay down debt and progress towards our targeted net debt to Operating EBITDA metric of 3x. We will continue to be opportunistic in managing our debt maturity profile and borrowing costs in the future.”

This press release does not constitute an offer to purchase or the solicitation of an offer to sell the Issuer’s outstanding 6.665% Senior Notes due 2027 or the Issuer’s outstanding 6.850% Senior Notes due 2028.

About Celanese

Celanese 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 $10.3 billion.

Forward-Looking Statements

This release may contain “forward-looking statements,” which include information concerning the Refinancing Transactions, and the Company’s plans, objectives, goals, strategies, future revenues, cash flow, synergies, performance, capital expenditures and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the 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 release. Numerous other factors, many of which are beyond the Company’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 the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and any subsequently filed Current Reports on Form 8-K (other than, in each case, information that is furnished rather than filed). Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no 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.

Non-GAAP Financial Measures:

This release refers to the non-GAAP financial measure, net debt to Operating EBITDA. For more information on net debt and Operating EBITDA, including the most directly comparable GAAP financial measure for these non-GAAP financial measures and the definitions of the differences between such non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures.

¹ Calculations are based on (1) initial debt balances as of September 30, 2025, adjusted to include $200 million repaid after September 30, 2025 under the Company’s five-year term loan credit agreement due 2027, (2) the inclusion of annualized coupon step-ups based on current credit ratings, (3) the inclusion of the impact of all cross-currency swaps, (4) 4.14% SOFR, (5) a EUR/USD exchange rate of 1.1741 as of September 30, 2025, and (6) the exclusion of non-cash interest expenses.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251217608593/en/

Celanese Contacts:

Investor Relations

Bill Cunningham

+1 302 772 5231

william.cunningham@celanese.com

Media Relations – Global

Jamaison Schuler

+1 972 443 4400

media@celanese.com

Media Relations Europe (Germany)

Petra Czugler

+49 69 45009 1206

petra.czugler@celanese.com

Source: Celanese Corporation