Celanese Corporation Upsizes and Prices $1.4 Billion Senior Unsecured Notes Offering

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.

senior unsecured financial

Senior unsecured is a type of loan or bond that has priority over other unsecured obligations for repayment if a company runs into financial trouble, but it is not backed by specific assets as collateral. Think of it as being near the front of a line to get paid, but without a pledged item to seize if the borrower defaults; that higher repayment priority typically makes it less risky than subordinated debt but more risky than secured debt, which influences the interest rate investors demand.

cash tender offers financial

A cash tender offer is when a company or investor offers to buy shares directly from shareholders for cash, usually at a price higher than the current market value. It’s a way to quickly acquire a large number of shares, often to gain control of a company or influence its decisions.

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.

prospectus supplement regulatory

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

shelf registration statement regulatory

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

offer to purchase regulatory

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

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 that its subsidiary, Celanese US Holdings LLC (the “Issuer”), has priced 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 (together, the “Notes”). The Offering was upsized from $1.0 billion to $1.4 billion aggregate principal amount of Notes. The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s wholly-owned domestic subsidiaries.

The Offering is expected to close on or about December 17, 2025, subject to customary closing conditions. The net proceeds from the Offering will be used to repay the Company’s remaining outstanding borrowings under its five-year term loan credit agreement due 2027, to fund the previously announced cash tender offers for a portion of the Issuer’s outstanding 6.665% Senior Notes due 2027 and a portion of the Issuer’s outstanding 6.850% Senior Notes due 2028, and for general corporate purposes, which may include the repayment of other outstanding indebtedness.

“Across 2025 we have executed on a number of transactions, including this Offering, to proactively manage our debt maturity profile and also enhance our liquidity position,” said Chuck Kyrish, Senior Vice President and Chief Financial Officer. “We are aligning our debt maturities over the next few years to a conservative outlook for free cash flow generation and divestiture proceeds. We will provide a more comprehensive summary of the impact of this Offering and other associated transactions at completion in the coming weeks.”

BofA Securities, Citigroup, Deutsche Bank Securities, HSBC and J.P. Morgan are acting as Joint Book-Running Managers for the offering of the Notes. When available, a copy of the preliminary prospectus supplement for the Notes may be obtained by contacting BofA Securities, Inc. at BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com. An electronic copy of the preliminary prospectus supplement and the accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Offering will be made pursuant to an effective shelf registration statement, which was previously filed by Celanese with the Securities and Exchange Commission, and a prospectus supplement for the Notes, which will be filed by Celanese with the Securities and Exchange Commission. This press release does not constitute an offer to purchase or a solicitation of an offer to sell the Issuer’s 6.665% Senior Notes due 2027 or 6.850% Senior Notes due 2028 in the previously announced cash tender offers, and the tender offers are being made solely through a separate Offer to Purchase.

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 Offering, 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. These include the successful closing of the Offering, the successful completion of the concurrent tender offers referenced herein, and other information that is not historical information. 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.

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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