CE obtains $1.75B credit facility with $250M LC sublimit, adds covenant changes

Rhea-AI Filing Summary

Celanese Corporation entered into a five-year unsecured Revolving Credit Agreement providing a $1.75 billion facility with a $250 million sublimit for letters of credit, replacing its prior revolver. The facility is available in U.S. dollars and certain other currencies and is guaranteed by the company, Celanese US Holdings LLC and certain domestic subsidiaries.

Borrowings accrue interest based on Daily Simple SOFR, Term SOFR or a customary base rate plus a margin of 1.00%–2.00% (or 0.00%–1.00% for U.S. dollar base rate borrowings), with undrawn amounts subject to a commitment fee of 0.09%–0.35%, each range tied to the company’s senior unsecured debt ratings. The agreement includes customary covenants—maintenance of a leverage ratio and a fixed charge coverage ratio—limits on dividends until a target ratio is met, and customary default provisions. Separately, Celanese US agreed to a Sixth Amendment to its Term Loan Credit Agreement adding a minimum consolidated fixed charge coverage ratio and similar dividend limitations. Full terms are in Exhibits 10.1 and 10.2.

Positive

• $1.75 billion five-year unsecured revolving credit facility enhances near-term liquidity
• $250 million sublimit for letters of credit supports trade and contingent obligations
• Interest pricing tied to SOFR or base rate with a clear margin grid linked to credit ratings
• Replaces prior facility, consolidating bank relationships with Bank of America as administrative agent

Negative

• New covenants require maintenance of a leverage ratio and a fixed charge coverage ratio, which may limit financial flexibility
• Dividend increases are restricted until a specified target consolidated leverage ratio is met
• Borrowing costs and commitment fees are rating-sensitive, increasing expense if senior unsecured ratings decline
• Events of default (payment or covenant defaults) could accelerate obligations under the facility

Insights

Leveraged Finance Analyst

TL;DR: Secures multi-year liquidity at market terms; covenant package ties cost and flexibility to credit ratings.

The new five-year, $1.75 billion unsecured revolver materially refreshes Celanese's short-to-medium term liquidity profile and replaces the prior facility. Pricing tied to Daily Simple SOFR/Term SOFR or base rate plus a margin of 1.00%–2.00% (0.00%–1.00% for base-rate) is consistent with current syndicated market terms for investment-grade corporates, while the 0.09%–0.35% commitment fee band preserves commitment economics linked to the company's ratings. The lien and covenant structure—leverage and fixed charge coverage ratios plus dividend limits—reduces shareholder payout flexibility but protects lenders and should help preserve borrowing capacity under predictable operating scenarios.

Corporate Treasury Specialist

TL;DR: Facility enhances liquidity and currency flexibility but introduces rating-sensitive economics and dividend constraints.

The revolver's multi-currency availability and $250 million LC sublimit provide practical operational flexibility for working capital and trade support. Having Bank of America as administrative agent and multiple lender relationships supports syndicated bank access. However, the rating-linked margin and fees mean funding costs will rise if ratings weaken. The Sixth Amendment to the Term Loan adds a minimum fixed charge coverage ratio and further restricts dividend increases until leverage targets are met, which constrains capital return planning until metrics improve.

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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): August 11, 2025 (August 11, 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		New York Stock Exchange
4.777% Senior Notes due 2026		CE /26A		New York Stock Exchange
2.125% Senior Notes due 2027		CE /27		New York Stock Exchange
0.625% Senior Notes due 2028		CE /28		New York Stock Exchange
5.337% Senior Notes due 2029		CE /29A		New York Stock Exchange
5.000% Senior Notes due 2031		CE /31		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

Revolving Credit Agreement

On August 11, 2025, Celanese Corporation (the “Company”) and its wholly owned subsidiary Celanese US Holdings LLC (“Celanese US”) entered into a Credit Agreement (the “Revolving Credit Agreement”) by and among the Company, Celanese US as borrower, certain subsidiaries of Celanese US from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto. Obligations under the Revolving Credit Agreement are guaranteed by the Company, Celanese US (in the case of borrowings by other borrowers) and certain domestic subsidiaries of Celanese US.

The Revolving Credit Agreement provides for a five-year $1.75 billion unsecured revolving credit facility, which is available in U.S. dollars and certain other currencies as provided therein, and which includes a sublimit of $250 million for the issuance of letters of credit (the “Revolving Facility”). The Revolving Facility replaces the Company's existing revolving credit facility under the Credit Agreement dated as of March 18, 2022, by and among the Company, Celanese US, Celanese Europe B.V., a wholly owned subsidiary of the Company, certain subsidiaries of Celanese US from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto, which was terminated on August 11, 2025 in connection with the entry into the Revolving Credit Agreement.

Amounts outstanding under the Revolving Credit Agreement accrue interest at an annual rate based on, in the case of U.S. dollar borrowings, Daily Simple SOFR, Term SOFR or a customary base rate, at the borrower’s election, or in the case of foreign currency borrowings, the interest benchmark for such currency provided in the Revolving Credit Agreement, in each case plus a margin of between 1.00% and 2.00% (or between 0.00% and 1.00% in the case of U.S. dollar base rate borrowings), depending on the Company’s senior unsecured debt ratings. Undrawn amounts under the Revolving Credit Agreement are subject to a commitment fee at an annual rate of between 0.09% and 0.35%, depending on the Company’s senior unsecured debt ratings.

The Revolving Credit Agreement contains certain covenants, which, among other things, require the maintenance of a leverage ratio and a fixed charge coverage ratio, limit increases to the Company's dividend until a specified target ratio is met, restrict certain merger transactions and sales of all or substantially all of the assets and limit the amount of liens and subsidiary indebtedness. Upon the occurrence of certain events of default, the Company’s obligations under the Revolving Credit Agreement may be accelerated. Such events of default include payment defaults under the Revolving Credit Agreement, covenant defaults and other customary defaults.

The financial institutions party to the Revolving Credit Agreement have performed and may continue to perform commercial banking and financial services for the Company for which they have received and will continue to receive customary fees.

The foregoing description does not constitute a complete summary of the terms of the Revolving Credit Agreement and is qualified in its entirety by reference to the copy of the Credit Agreement filed as Exhibit 10.1 to this Current Report, which is incorporated herein by reference.

Amendment to Term Loan Credit Agreement

On August 11, 2025, Celanese US entered into a Sixth Amendment to Credit Agreement (the “Amendment to the Term Loan Credit Agreement”), which amends the Term Loan Credit Agreement, dated as of March 18, 2022, by and among the Company, Celanese US, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to August 11, 2025, the “Term Loan Credit Agreement”).

The Amendment to the Term Loan Credit Agreement adds a minimum consolidated fixed charge coverage ratio covenant, limits increases to the Company's dividend until reaching a target consolidated leverage ratio and makes certain other modifications.

The foregoing description does not constitute a complete summary of the terms of the Amendment to the Term Loan Credit Agreement and is qualified in its entirety by reference to the copy of the Amendment to the Term Loan Credit Agreement filed as Exhibit 10.2 to this Current Report, which is incorporated herein by reference.

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Item 1.02 Termination of a Material Definitive Agreement

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 1.02.

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.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit Number
		Description
10.1		Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, certain subsidiaries of Celanese US Holdings LLC from time to time party thereto as borrowers, each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers party thereto.*
10.2		Sixth Amendment to Credit Agreement, dated as of August 11, 2025, by and among Celanese Corporation, Celanese US Holdings LLC, the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Term Loan Credit Agreement dated as of March 18, 2022.*
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)

* The Company has omitted certain schedules and similar attachments to such agreements pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.

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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:	August 11, 2025

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FAQ

What credit facility did Celanese (CE) establish?

Celanese established a five-year unsecured revolving credit facility of $1.75 billion with a $250 million letters-of-credit sublimit.

How is interest calculated under the new Celanese revolver?

U.S. dollar borrowings accrue interest based on Daily Simple SOFR, Term SOFR or a customary base rate plus a margin of 1.00%–2.00% (or 0.00%–1.00% for base-rate borrowings), tied to the company’s senior unsecured debt ratings.

Are there fees on undrawn commitments under the CE revolver?

Yes. Undrawn amounts incur a commitment fee of 0.09%–0.35% annually, depending on Celanese’s senior unsecured debt ratings.

What covenant changes were made to the Term Loan Agreement?

Celanese US entered into a Sixth Amendment adding a minimum consolidated fixed charge coverage ratio, limiting dividend increases until a target consolidated leverage ratio is met, and making other modifications.

Who guarantees obligations under the new revolver?

The revolver is guaranteed by Celanese Corporation, Celanese US (for borrowings by other borrowers) and certain domestic subsidiaries of Celanese US.