Celanese (NYSE: CE) starts $1B cash tenders for 2027 and 2028 senior notes

Rhea-AI Filing Summary

Celanese Corporation announced that its wholly owned subsidiary Celanese US Holdings LLC has launched cash tender offers to buy back up to an aggregate principal amount of $1,000,000,000 of its outstanding senior notes. The offers target its 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028.

The 2028 notes are subject to a series cap, limiting purchases of that issue to a maximum aggregate principal amount of $100,000,000. The tender offers are being made on the terms and conditions described in an Offer to Purchase dated December 2, 2025, and represent a step in managing the company’s outstanding debt profile and interest-bearing obligations.

Insights

Credit & capital structure analyst

Celanese launches up to $1B note tenders, signaling active debt management.

Celanese, via Celanese US Holdings LLC, has started cash tender offers for up to $1,000,000,000 of its 6.665% notes due 2027 and 6.850% notes due 2028. These are relatively high-coupon bonds, so repurchasing them can reshape the debt stack and affect interest expense, depending on how much holders choose to tender.

The filing also sets a series cap of $100,000,000 for the 2028 notes, which limits how much of that specific maturity can be repurchased even if demand is strong. Actual impact on leverage and interest costs will hinge on participation levels and any follow-on refinancing steps described in the full Offer to Purchase dated December 2, 2025.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 2, 2025

CELANESE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-32410

98-0420726

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 443-4000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share			CE			The New York Stock Exchange
4.777% Senior Notes due 2026			CE /26A			The New York Stock Exchange
2.125% Senior Notes due 2027			CE /27			The New York Stock Exchange
0.625% Senior Notes due 2028			CE /28			The New York Stock Exchange
5.337% Senior Notes due 2029			CE /29A			The New York Stock Exchange
5.000% Senior Notes due 2031			CE /31			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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Item 8.01 Other Events.

On December 2, 2025, Celanese Corporation ("Celanese") issued a press release announcing that Celanese US Holdings LLC, a direct wholly-owned subsidiary of Celanese (the "Company"), has commenced cash tender offers (the "Tender Offers") to purchase up to an aggregate principal amount not to exceed $1,000,000,000 of its outstanding (i) 6.665% Senior Notes due 2027 (the "2027 Notes") and (ii) 6.850% Senior Notes due 2028 (the "2028 Notes" and together with the 2027 Notes, the "Notes"). The 2028 Notes are subject to a series cap with a maximum aggregate principal amount not to exceed $100,000,000. The Tender Offers are subject to the terms and conditions set forth in the Offer to Purchase, dated December 2, 2025.

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein. Neither this report nor the press release constitutes an offer to sell, or a solicitation of an offer to buy, the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated December 2, 2025 announcing commencement of the Tender Offers.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			CELANESE CORPORATION
			By:			/s/ Ashley B. Duffie
			Name:			Ashley B. Duffie
			Title:			Senior Vice President, General Counsel and Corporate Secretary
			Date:			December 2, 2025

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FAQ

What did Celanese Corporation (CE) announce in this 8-K?

Celanese Corporation disclosed that its subsidiary Celanese US Holdings LLC has commenced cash tender offers to purchase outstanding 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028.

What is the maximum aggregate principal amount Celanese may repurchase in the tender offers?

The company may purchase up to an aggregate principal amount not to exceed $1,000,000,000 of its outstanding 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028.

Is there a cap on how many of the 2028 notes Celanese can buy back?

Yes. The 6.850% Senior Notes due 2028 are subject to a series cap, with a maximum aggregate principal amount not to exceed $100,000,000 in the tender offers.

When were the Celanese tender offers launched?

The tender offers were launched in connection with an Offer to Purchase dated December 2, 2025, as described in the company’s announcement on that same date.

Do the Celanese tender offers involve selling new securities?

No. The disclosure states that neither the report nor the related press release constitutes an offer to sell or solicitation of an offer to buy the notes, and focuses on cash tender offers to repurchase existing notes.

Where can investors find more details about Celanese’s tender offers?

Further details are contained in the Offer to Purchase dated December 2, 2025 and in the press release filed as Exhibit 99.1 to this report.