Celanese Announces Pricing of Cash Tender Offers for 4.777% Senior Notes due 2026 and 6.415% Senior Notes due 2027
Celanese (NYSE: CE) has announced pricing details for cash tender offers through its subsidiary Celanese US Holdings The tender offers target:
- €552,082,000 of 4.777% Senior Notes due 2026 (EUR Notes)
- $500,000,000 of 6.415% Senior Notes due 2027 (USD Notes)
The company received tenders of €552,082,000 in EUR Notes and $1,354,646,000 in USD Notes by the Early Tender Time on March 18, 2025. Due to full subscription at Early Tender Time, no additional tenders after this deadline will be accepted. The Early Settlement Date is expected to be March 21, 2025.
Holders who validly tendered before the Early Tender Time will receive the Total Consideration plus accrued and unpaid interest. J.P. Morgan Securities leads the tender offers, with BofA Securities and HSBC Securities as Co-Dealer Managers.
Celanese (NYSE: CE) ha annunciato i dettagli di prezzo per le offerte di acquisto in contante tramite la sua filiale Celanese US Holdings. Le offerte di acquisto mirano a:
- €552.082.000 di Note Senior al 4,777% in scadenza nel 2026 (Note EUR)
- $500.000.000 di Note Senior al 6,415% in scadenza nel 2027 (Note USD)
La società ha ricevuto offerte per un totale di €552.082.000 in Note EUR e $1.354.646.000 in Note USD entro l'Orario di Offerta Anticipata del 18 marzo 2025. A causa della piena sottoscrizione all'Orario di Offerta Anticipata, non saranno accettate ulteriori offerte dopo questa scadenza. La Data di Regolamento Anticipato è prevista per il 21 marzo 2025.
I detentori che hanno validamente presentato un'offerta prima dell'Orario di Offerta Anticipata riceveranno la Considerazione Totale più gli interessi maturati e non pagati. J.P. Morgan Securities guida le offerte di acquisto, con BofA Securities e HSBC Securities come Co-Manager delle Offerte.
Celanese (NYSE: CE) ha anunciado los detalles de precios para las ofertas de compra en efectivo a través de su subsidiaria Celanese US Holdings. Las ofertas de compra están dirigidas a:
- €552,082,000 de Notas Senior al 4.777% con vencimiento en 2026 (Notas EUR)
- $500,000,000 de Notas Senior al 6.415% con vencimiento en 2027 (Notas USD)
La compañía recibió ofertas por un total de €552,082,000 en Notas EUR y $1,354,646,000 en Notas USD antes del Tiempo de Oferta Anticipada el 18 de marzo de 2025. Debido a la suscripción completa en el Tiempo de Oferta Anticipada, no se aceptarán ofertas adicionales después de esta fecha límite. Se espera que la Fecha de Liquidación Anticipada sea el 21 de marzo de 2025.
Los tenedores que presentaron válidamente su oferta antes del Tiempo de Oferta Anticipada recibirán la Consideración Total más los intereses acumulados y no pagados. J.P. Morgan Securities lidera las ofertas de compra, con BofA Securities y HSBC Securities como Co-gestores.
셀라니스 (NYSE: CE)는 자회사인 셀라니스 US 홀딩스를 통해 현금 공개 매수 제안에 대한 가격 세부 정보를 발표했습니다. 공개 매수 제안의 대상은:
- 2026년 만기 4.777%의 선순위 채권 €552,082,000 (EUR 노트)
- 2027년 만기 6.415%의 선순위 채권 $500,000,000 (USD 노트)
회사는 2025년 3월 18일 조기 제출 마감 시간까지 EUR 노트에서 €552,082,000 및 USD 노트에서 $1,354,646,000의 제안을 받았습니다. 조기 제출 마감 시간에 전체 구독이 이루어졌기 때문에 이 마감 이후의 추가 제안은 수락되지 않습니다. 조기 정산일은 2025년 3월 21일로 예상됩니다.
조기 제출 마감 시간 이전에 유효하게 제안한 보유자는 총 보상금과 누적 미지급 이자를 받게 됩니다. J.P. 모건 증권이 공개 매수 제안을 주도하며, BofA 증권 및 HSBC 증권이 공동 주관사로 참여합니다.
Celanese (NYSE: CE) a annoncé les détails des prix pour les offres d'achat en espèces via sa filiale Celanese US Holdings. Les offres d'achat ciblent :
- 552 082 000 € de Titres Seniors à 4,777 % arrivant à échéance en 2026 (Titres EUR)
- 500 000 000 $ de Titres Seniors à 6,415 % arrivant à échéance en 2027 (Titres USD)
La société a reçu des offres pour un total de 552 082 000 € en Titres EUR et de 1 354 646 000 $ en Titres USD avant l'heure limite d'offre anticipée du 18 mars 2025. En raison de la pleine souscription à l'heure limite d'offre anticipée, aucune offre supplémentaire ne sera acceptée après cette date limite. La date de règlement anticipé est prévue pour le 21 mars 2025.
Les détenteurs ayant valablement soumis une offre avant l'heure limite d'offre anticipée recevront la Considération Totale ainsi que les intérêts courus et non payés. J.P. Morgan Securities dirige les offres d'achat, avec BofA Securities et HSBC Securities en tant que Co-Gérants.
Celanese (NYSE: CE) hat Preisinformationen für Barangebote über ihre Tochtergesellschaft Celanese US Holdings bekannt gegeben. Die Angebote richten sich an:
- €552.082.000 von 4,777% Senior Notes mit Fälligkeit 2026 (EUR Notes)
- $500.000.000 von 6,415% Senior Notes mit Fälligkeit 2027 (USD Notes)
Das Unternehmen erhielt bis zur frühen Angebotsfrist am 18. März 2025 Angebote über insgesamt €552.082.000 in EUR Notes und $1.354.646.000 in USD Notes. Aufgrund der vollständigen Zeichnung bis zur frühen Angebotsfrist werden nach dieser Frist keine weiteren Angebote akzeptiert. Das voraussichtliche Datum der frühen Abwicklung ist der 21. März 2025.
Inhaber, die vor der frühen Angebotsfrist gültig angeboten haben, erhalten die Gesamtabfindung zuzüglich aufgelaufener und nicht gezahlter Zinsen. J.P. Morgan Securities leitet die Angebote, während BofA Securities und HSBC Securities als Co-Dealermanager fungieren.
- Full subscription of tender offers indicates strong investor participation
- Company demonstrates financial flexibility in managing debt obligations
- Reported strong 2024 net sales of $10.3 billion
- USD Notes were significantly oversubscribed ($1.35B tendered vs $500M accepted), indicating many holders won't have their notes purchased
Insights
Celanese's tender offer for €552,082,000 of its 2026 EUR Notes and $500,000,000 of its 2027 USD Notes represents a strategic debt management initiative with positive implications for the company's financial structure. The significant oversubscription of the USD Notes tender (with $1,354,646,000 tendered against the $500,000,000 cap) indicates strong market reception for this debt management activity.
This proactive approach to liability management likely aims to optimize Celanese's debt profile ahead of maturity schedules, potentially reducing future refinancing risks and improving financial flexibility. The company's ability to execute such sizable debt repurchases demonstrates solid balance sheet strength and liquidity position.
While the announcement doesn't specify the funding source for these tender offers, companies typically fund such transactions either through existing cash reserves, new debt issuance at potentially more favorable terms, or a combination of both. The tender offers will reduce Celanese's outstanding debt obligations in the near term, potentially lowering interest expense and extending overall debt maturity profile.
With $10.3 billion in 2024 net sales and meaningful scale as a global specialty materials leader, Celanese appears focused on optimizing its capital structure to support long-term operational objectives while maintaining financial discipline.
This tender offer execution demonstrates Celanese's access to capital markets flexibility despite the current rising interest rate environment. The full subscription of both note series at the Early Tender Time suggests bondholders were satisfied with the pricing terms offered, creating a mutually beneficial transaction.
The USD Notes tender was particularly notable with a 270% oversubscription rate ($1.35 billion tendered against $500 million acceptance cap), indicating strong liquidity for Celanese's debt instruments. This level of demand typically signals market confidence in the issuer's credit profile and creates favorable dynamics for potential future offerings.
By removing these midterm maturities from its debt stack, Celanese creates enhanced financial maneuverability. While tender offers typically involve paying a premium over par value, the strategic benefits include reduced refinancing clustering risk and potentially improved debt-maturity laddering.
The specialized banking team assembled for this transaction (J.P. Morgan as lead dealer manager, with BofA Securities and HSBC as co-dealer managers) indicates the institutional importance of this liability management exercise. For a specialty chemicals company with Celanese's market positioning, maintaining optimal financial flexibility through proactive debt management supports both operational initiatives and potential strategic opportunities across economic cycles.
As previously announced, the Company will accept (i)
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 the press release dated March 18, 2025 (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.
The following table indicates, among other things, the principal amount of Notes validly tendered (and not validly withdrawn) that will be accepted for purchase:
Title of Security(a) | ISIN / CUSIP | Series Cap(c) | Principal Amount Tendered as of Early Tender Time | Principal Amount Accepted | Pro-Ration Factor(f) | Interpolated Mid-Swap Rate / Reference Security | Bloomberg Reference Page | Early Tender Payment (per | Reference Yield | Fixed Spread (basis points) | Tender Yield | Total Consideration (e) |
XS2497520705 | N/A | Interpolated Mid-Swap Rate | IRSB EU | 2.325 % | 60 | 2.925 % | ||||||
US15089QAM69 / 15089QAM6 | 36.40 % | FIT 1 | 4.084 % | 105 | 5.134 % |
(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 |
(b) | As of the date of the Offer to Purchase, the interest rate payable on the USD Notes has increased by |
(c) | The Tender Offers are subject to a Series Cap equal to |
(d) | Payable in cash per each |
(e) | Per |
(f) | 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" specified in the table above. The Proration Factor is rounded to the nearest hundredth of a percentage point. |
Only holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose Notes were accepted for purchase are eligible to receive the Total Consideration. Holders of Notes purchased will also receive accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the Early Settlement Date. Withdrawal rights for the Notes expired at 5:00 p.m.,
The Company expects to pay for the Notes that were validly tendered and accepted for purchase on March 21, 2025 (the "Early Settlement Date").
As previously announced, according to information provided by D.F. King, the Information and Tender Agent for the Tender Offers,
The Company 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 (
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
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, dated March 5, 2025. 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-
Legal Notices
None of the Dealer Managers (nor any of their respective directors, officers, employees, agents or affiliates) has any role in relation to any part of the Tender Offers made to Holders that are not Relevant Holders, where "Relevant Holders" means:
(i) a Holder of EUR Notes that is:
(a) if resident or located in a member state of the European Union (the "EU"), an "eligible counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to time);
(b) if resident or located in the
(c) if resident or located in a jurisdiction outside of the EU and the
(ii) a Holder of the USD Notes.
This announcement is for informational purposes only and is not an offer to sell or purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. There will there be no sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This announcement does not describe all the material terms of the Tender Offers and no decision should be made by any Holder on the basis of this announcement. The terms and conditions of the Tender Offers are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offers. If any Holder is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended that the Holder seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers.
None of the Company, the Dealer Managers or their affiliates, their respective boards of directors, the Information and Tender Agent, the trustee with respect to the USD Notes or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offers. Each Holder should make its own decision as to whether to tender its Notes and if so, the principal amount of the Notes to tender.
The Company has not filed this announcement or the Offer to Purchase with, and they have not been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Tender Offers, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws. The distribution of the Offer to Purchase in certain jurisdictions is restricted by law. Persons into whose possession the Offer to Purchase comes are required by each of the Company, the Dealer Managers, the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
About Celanese
Celanese Corporation is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation employs more than 11,000 employees worldwide with 2024 net sales of
Forward-Looking Statements
This announcement may contain "forward-looking statements," which include information concerning the expected timing of the Tender Offers, our ability to complete the Tender Offers, other terms of the Tender Offers and the other conditions set forth in the Offer to Purchase, and other information that is not historical information. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this announcement. Numerous other factors, many of which are beyond Celanese's control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in Celanese's filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and neither the Company nor Celanese undertake any obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Celanese Contacts:
Investor Relations
Bill
Phone: +1 302 772 5231
william.cunningham@celanese.com
Media -
Jamaison Schuler
Phone: +1 972 443 4400
media@celanese.com
Media -
Petra Czugler
Phone: +49 69 45009 1206
petra.czugler@celanese.com
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SOURCE Celanese Corporation