Celanese Announces Early Results and Upsize of Tender Offers for 4.777% Senior Notes due 2026 and 6.415% Senior Notes due 2027

PR Newswire

DALLAS, March 18, 2025

DALLAS, March 18, 2025 /PRNewswire/ -- Celanese Corporation $(CE)$ ("Celanese"), a global chemical and specialty materials company, today announced the early results of offers by its direct wholly-owned subsidiary Celanese US Holdings LLC (the "Company") to purchase for cash any validly tendered (and not validly withdrawn) and accepted notes in an aggregate principal amount equal to (i) EUR552,082,000 of 4.777% Senior Notes due 2026 (the "EUR Notes") and (ii) $500,000,000 of 6.415% Senior Notes due 2027 (the "USD Notes," and together with the EUR Notes, the "Notes") (such amounts represent an increase in size from the previously announced Series Cap as further described herein) as described in the table below (the "Tender Offers").

Additionally, the Company is amending the Tender Offers to increase each Series Cap (as defined below), so as to accept for purchase (i) up to EUR552,082,000 aggregate principal amount of EUR Notes, which is an amount sufficient to accept all EUR Notes validly tendered and not validly withdrawn prior to the Early Tender Time, and (ii) up to $500,000,000 aggregate principal amount of USD Notes validly tendered and not validly withdrawn as of the Early Tender Time (such amounts, the "Series Caps").

The Tender Offers have been made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 5, 2025, as amended and supplemented by this press release (as so amended and supplemented and as it may be further amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms not defined in this announcement have the meanings given to them in the Offer to Purchase.

According to information provided by D.F. King, the Information and Tender Agent for the Tender Offers, EUR552,082,000 aggregate principal amount of the EUR Notes and $1,354,646,000 aggregate principal amount of the USD Notes were validly tendered prior to or at the Early Tender Time and not validly withdrawn.

The following table indicates, among other things, the principal amount of Notes validly tendered and not validly withdrawn as of the Early Tender Time:

 
                                                                                   Principal 
                                                                   Principal         Amount 
                                                                     Amount      Expected to be 
                                 Outstanding                     Tendered as of  Accepted as of 
   Title of                        Principal                      Early Tender    Early Tender   Proration 
  Security(a)   ISIN / CUSIP        Amount       Series Cap(c)        Time            Time        Factor 
--------------  -------------  ----------------  --------------  --------------  --------------  --------- 
4.777% Senior 
   Notes due 
     2026       XS2497520705   EUR1,000,000,000  EUR552,082,000  EUR552,082,000  EUR552,082,000     N/A 
--------------  -------------  ----------------  --------------  --------------  --------------  --------- 
6.415% Senior 
   Notes due    US15089QAM69 
    2027(b)      / 15089QAM6    $2,000,000,000    $500,000,000   $1,354,646,000   $500,000,000   36.40%(d) 
--------------  -------------  ----------------  --------------  --------------  --------------  --------- 
 
 
 
(a)  The Notes are guaranteed on a senior basis by Celanese and by each of the 
     Company's current and future domestic subsidiaries that guarantee the 
     Company's obligations under its senior credit facilities. As of the next 
     interest payment date, the interest rate payable on the EUR Notes will be 
     5.277% and the interest rate payable on the USD Notes will be 6.665%. 
 
(b)  As of the date of the Offer to Purchase, the interest rate payable on the 
     USD Notes has increased by 0.250% from the original stated coupon of 
     6.165%. 
 
(c)  The Tender Offers are subject to a Series Cap equal to EUR552,082,000 
     aggregate principal amount of the EUR Notes and $500,000,000 aggregate 
     principal amount of the USD Notes, subject to the terms and conditions 
     described in the Offer to Purchase. The Series Cap represents the maximum 
     aggregate principal amount of each series of Notes that will be 
     purchased. 
 
(d)  The USD Notes will be purchased on a pro rata basis up to the Series Cap 
     in the manner described in the Offer to Purchase by reference to the 
     "Proration Factor" referenced in the table above. The Proration Factor is 
     rounded to the nearest hundredth of a percentage point. 
 

Since the Tender Offers were fully subscribed as of the Early Tender Time, the Company does not expect to accept for purchase any Notes validly tendered after the Early Tender Time.

Except for the increase in the Series Caps with respect to the Notes as described in this press release, the terms and conditions of the Tender Offers set forth in the Offer to Purchase remain unchanged.

The Total Consideration for each EUR1,000 or $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be determined in the manner described in the Offer to Purchase by reference to the sum of the applicable fixed spread for the Notes specified on the front cover of the Offer to Purchase and the applicable Reference Yield based on (i) for the EUR Notes, the Interpolated Mid-Swap Rate and (ii) for the USD Notes, the bid side price of the Reference Security specified on the front cover of the Offer to Purchase, in each case, as calculated by the Lead Dealer Managers at 10:00 a.m., New York City time (which, for the avoidance of doubt, is 2:00 p.m. London time, due to daylight savings time), on March 19, 2025 (the "Price Determination Time"), in accordance with standard market practice. The Total Consideration includes the Early Tender Premium. The Company expects to announce the pricing of the Tender Offers and the amount of Notes accepted for purchase, subject to the applicable Series Cap, promptly following the Price Determination Time.

The Company expects to pay for the Notes that were validly tendered at or prior to the Early Tender Time and that are accepted for purchase on March 21, 2025 (such date, the "Early Settlement Date").

The Tender Offers are subject to the satisfaction of certain conditions, as set forth in the Offer to Purchase. The Financing Condition for the Tender Offers as described in the Offer to Purchase has been satisfied.

The Offeror has retained J.P. Morgan Securities plc as Lead Dealer Manager for the EUR Notes and J.P. Morgan Securities LLC as Lead Dealer Manager for the USD Notes, and BofA Securities and HSBC Securities $(USA)$ Inc. as Co-Dealer Managers for the Tender Offers (collectively, the "Dealer Managers"). The Offeror has retained D.F. King as the Information and Tender Agent for the Tender Offers.

For additional information regarding terms and conditions of the Tender Offers please contact: J.P. Morgan Securities plc at +44 20 7134 2468 (collect) or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3554 (collect). Requests for documents and questions regarding tendering of securities may be directed to D.F. King at +1 (212) 269-5550 (for banks and brokers only) or +1 (800) 207-3159 (for all others, toll-free) in New York, or +44 (0) 207 920 9700, in London, by email at CE@dfking.com or to J.P. Morgan Securities plc or J.P. Morgan Securities LLC at their respective telephone numbers. Copies of the Offer to Purchase and other documents relating to the Tender Offers may also be obtained at https://clients.dfkingltd.com/CE.

General

This announcement is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offers are made only by the Offer to Purchase, and the information in this announcement is qualified by reference to the Offer to Purchase. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, Celanese, the Celanese Board of Directors, the Dealer Managers, the Tender Agent and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offers, and neither Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

Non-U.S. Distribution Restrictions

United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not being made by and such documents and/or materials have not been approved by an "authorised person" for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (3) those persons who are existing members or creditors of the Company or other persons falling within Article 43(2) of the Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the

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