Celanese (NYSE: CE) completes $600,000,000 2031 and $800,000,000 2034 note sale

Rhea-AI Filing Summary

Celanese Corporation reports that its wholly owned subsidiary Celanese US Holdings LLC has completed a registered debt offering of $600,000,000 of 7.000% Senior Notes due 2031 and $800,000,000 of 7.375% Senior Notes due 2034.

The notes are senior unsecured obligations of the issuer and are guaranteed on a senior unsecured basis by Celanese Corporation and, initially, certain subsidiary guarantors. Interest will be paid semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026.

Net proceeds from the offering, together with available cash, will be used to repay borrowings under Celanese’s five-year term loan credit agreement due 2027, to fund previously announced and upsized cash tender offers for approximately $1.2 billion of existing 6.665% notes due 2027 and 6.850% notes due 2028, and for general corporate purposes, which may include repaying other outstanding indebtedness.

Insights

Corporate finance analyst

Celanese refinances near-term debt with longer-dated senior notes.

Celanese US Holdings LLC has issued $600,000,000 of 7.000% Senior Notes due 2031 and $800,000,000 of 7.375% Senior Notes due 2034 under an existing indenture structure. These notes are senior unsecured obligations and carry guarantees from Celanese Corporation and, initially, certain subsidiary guarantors, which supports their position in the capital structure.

The company plans to apply the net proceeds, together with available cash, to repay borrowings under its five-year term loan credit agreement due 2027 and to fund previously announced and upsized cash tender offers for approximately $1.2 billion of existing 6.665% notes due 2027 and 6.850% notes due 2028, as well as for general corporate purposes including repayment of other indebtedness. This shifts a portion of debt maturities from 2027 and 2028 out to 2031 and 2034.

Interest on the new notes will be paid semi-annually in arrears on February 15 and August 15, beginning on August 15, 2026, which defines a clear ongoing cash interest schedule. The transaction is implemented through the Base Indenture dated May 6, 2011 and a Seventeenth Supplemental Indenture dated December 17, 2025, aligning the new series with the company’s existing bond documentation framework.

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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 17, 2025 (December 17, 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 1.01 Entry into a Material Definitive Agreement.

Completion of Offering of Senior Notes by Celanese US Holdings LLC

On December 17, 2025, Celanese US Holdings LLC ("Celanese US" or the "Issuer"), a wholly owned subsidiary of Celanese Corporation (the "Company"), completed its registered offering of $600,000,000 aggregate principal amount of its 7.000% Senior Notes due 2031 (the "2031 Notes") and $800,000,000 aggregate principal amount of its 7.375% Senior Notes due 2034 (the "2034 Notes" and together with the 2031 Notes, the "Notes"). The Notes have been issued under an Indenture, dated as of May 6, 2011 (the "Base Indenture"), among the Company, Celanese US, and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as trustee (the "Base Trustee"), as amended by the Seventeenth Supplemental Indenture, dated December 17, 2025 (the "Seventeenth Supplemental Indenture"), among the Company, Celanese US, certain subsidiaries of Celanese US (the "Subsidiary Guarantors"), U.S. Bank Trust Company, National Association, as series trustee, and the Base Trustee.

The net proceeds from the sale of the Notes, together with available cash, will be used (i) to repay the outstanding borrowings under the Company's five-year term loan credit agreement due 2027, (ii) to fund the previously-announced and upsized tender offers to purchase for cash approximately $1.2 billion aggregate principal amount of the Issuer's outstanding 6.665% Senior Notes due 2027 and outstanding 6.850% Senior Notes due 2028 and (iii) for general corporate purposes, which may include the repayment of other outstanding indebtedness.

The Issuer's obligations under the Notes are guaranteed on a senior unsecured basis by the Company and, initially, by the Subsidiary Guarantors. The Notes pay interest semi-annually, in arrears, on February 15 and August 15 of each year, beginning on August 15, 2026.

The offering of the Notes was registered under the Securities Act of 1933, as amended, and was made pursuant to the Registration Statement on Form S-3, Reg. No. 333-271048, and the prospectus included therein, filed by the Company with the Securities and Exchange Commission (the "Commission") on March 31, 2023, the related prospectus supplement filed with the Commission on December 5, 2025, and the free writing prospectus filed with the Commission on December 3, 2025.

The foregoing description does not constitute a complete summary of the terms of the Notes, the Base Indenture and the Seventeenth Supplemental Indenture and is qualified in its entirety by reference to the copies of the form of Notes, the Seventeenth Supplemental Indenture and the Base Indenture filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report, which are each incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

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Item 9.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number						Description
4.1*						Form of Notes (included in Exhibit 4.2).
4.2*						Seventeenth Supplemental Indenture, dated as of December 17, 2025, among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors party thereto, U.S. Bank Trust Company, National Association, as series trustee, and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee.
4.3						Indenture, dated May 6, 2011, by and between Celanese US Holdings LLC, Celanese Corporation and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K (File No. 001-32410) filed with the SEC on May 6, 2011).
5.1*						Opinion of Gibson, Dunn & Crutcher LLP, dated December 17, 2025.
23.1*						Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).

__________________

*Filed herewith.

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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 17, 2025

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FAQ

What new senior notes has Celanese US Holdings LLC issued (CE)?

Celanese US Holdings LLC has issued $600,000,000 of 7.000% Senior Notes due 2031 and $800,000,000 of 7.375% Senior Notes due 2034, together referred to as the Notes.

How will Celanese use the proceeds from the new senior notes offering?

The net proceeds, together with available cash, will be used to repay borrowings under a five-year term loan credit agreement due 2027, to fund previously announced and upsized cash tender offers for approximately $1.2 billion of 6.665% notes due 2027 and 6.850% notes due 2028, and for general corporate purposes, which may include repaying other outstanding indebtedness.

Who guarantees the new Celanese senior notes due 2031 and 2034?

The issuer’s obligations under the Notes are guaranteed on a senior unsecured basis by Celanese Corporation and, initially, by certain subsidiaries of Celanese US Holdings LLC that act as subsidiary guarantors.

When do the new Celanese senior notes start paying interest and on what schedule?

The Notes pay interest at 7.000% and 7.375%, respectively, semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2026.

What existing Celanese debt is targeted by the tender offers funded by this transaction?

The proceeds will help fund tender offers to purchase for cash approximately $1.2 billion aggregate principal amount of outstanding 6.665% Senior Notes due 2027 and 6.850% Senior Notes due 2028 issued by the same issuer.

Under what documentation were Celanese’s new senior notes issued?

The Notes were issued under an Indenture dated May 6, 2011, as supplemented by the Seventeenth Supplemental Indenture dated December 17, 2025, with Computershare Trust Company, N.A. as base trustee and U.S. Bank Trust Company, National Association as series trustee.