Celanese (NYSE: CE) prices $1.4B senior notes at 7.000% and 7.375% coupons

Rhea-AI Filing Summary

Celanese Corporation announced that its subsidiary Celanese US Holdings LLC entered into an underwriting agreement for a new senior notes offering. The Issuer agreed to sell $600,000,000 aggregate principal amount of 7.000% Senior Notes due 2031 and $800,000,000 aggregate principal amount of 7.375% Senior Notes due 2034. The transaction is being conducted through a registered public offering under an existing shelf registration statement on Form S-3, using a prospectus, a related prospectus supplement dated December 2, 2025, and a free writing prospectus filed on December 3, 2025.

Insights

Corporate finance and capital markets analyst

Celanese is raising $1.4 billion through two new long-dated senior note issues.

Celanese Corporation, through Celanese US Holdings LLC, has arranged an underwritten public 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 being issued off an existing shelf registration on Form S-3, using a base prospectus, a December 2, 2025 prospectus supplement, and a free writing prospectus dated December 3, 2025.

The fixed coupons and staggered maturities into 2031 and 2034 extend the company's debt profile at clearly defined interest costs. Because the excerpt does not describe the specific uses of proceeds or refinancing targets, the balance-sheet impact cannot be fully assessed here and will depend on how the company applies these funds across debt repayment, investment, or general corporate purposes.

Underwriters led by BofA Securities, Inc. have committed to place the notes pursuant to the underwriting agreement, which helps provide execution certainty once customary closing conditions are met. Subsequent company disclosures and financial statements will show how these new obligations interact with existing notes listed on the exchange and how interest expense trends evolve over future reporting periods.

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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 4, 2025 (December 3, 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.  ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 3, 2025, Celanese Corporation ("Celanese"), its wholly-owned subsidiary Celanese US Holdings LLC (the "Issuer"), and certain subsidiaries of the Issuer (together with Celanese and the Issuer, the "Company Parties"), entered into an Underwriting Agreement with BofA Securities, Inc., as representative of the other several underwriters named in Schedule A thereto, providing for the offer and sale by the Issuer of $600,000,000 aggregate principal amount of 7.000% Senior Notes due 2031 and $800,000,000 aggregate principal amount of 7.375% Senior Notes due 2034 (collectively, the "Notes"). The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being made pursuant to the Registration Statement on Form S-3, Reg. No. 333-271048, and the Prospectus included therein, filed by the Company Parties with the Securities and Exchange Commission (the "Commission") on March 31, 2023, the related Prospectus Supplement dated December 2, 2025, and the Free Writing Prospectus filed with the Commission on December 3, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
1.1						Underwriting Agreement, dated December 3, 2025, by and among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors named therein, and BofA Securities, Inc., as representative of the other underwriters named therein.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101).

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 4, 2025

FAQ

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

Celanese Corporation reported that its subsidiary Celanese US Holdings LLC entered into an underwriting agreement to offer and sell new senior notes in registered public offerings under an existing Form S-3 shelf registration.

How much debt is Celanese US Holdings LLC issuing in the new senior notes?

The Issuer agreed to sell $600,000,000 aggregate principal amount of 7.000% Senior Notes due 2031 and $800,000,000 aggregate principal amount of 7.375% Senior Notes due 2034, for a total of $1.4 billion in principal.

What are the interest rates and maturities of Celanese's new senior notes?

The offering includes 7.000% Senior Notes due 2031 and 7.375% Senior Notes due 2034, both issued by Celanese US Holdings LLC and guaranteed by Celanese Corporation and certain subsidiaries.

Under what registration statement are Celanese's new notes being offered?

The notes are being offered under a shelf registration statement on Form S-3, Registration No. 333-271048, together with the base prospectus, a prospectus supplement dated December 2, 2025, and a free writing prospectus filed on December 3, 2025.

Who is the lead underwriter for Celanese Corporation's new senior note offering?

BofA Securities, Inc. is acting as representative of the several underwriters named in the underwriting agreement for the 7.000% Senior Notes due 2031 and 7.375% Senior Notes due 2034.

Does this 8-K include the full underwriting agreement for Celanese's note offering?

Yes. The filing lists the Underwriting Agreement dated December 3, 2025 as Exhibit 1.1, along with an Exhibit 104 cover page interactive data file.