Celanese Corporation Upsizes and Prices $2.6 Billion Senior Unsecured Notes Offering

Rhea-AI Summary

Celanese (NYSE: CE) has announced the pricing of a $2.6 billion senior unsecured notes offering through its subsidiary Celanese US Holdings The offering, upsized from $2.0 billion, includes:

• $700 million of 6.500% Senior Notes due 2030
• $1.1 billion of 6.750% Senior Notes due 2033
• €750 million (approximately $810 million) of 5.000% Senior Notes due 2031

The proceeds will fund tender offers for existing notes, repay term loan borrowings, cover revolving credit facility debt, and handle other corporate purposes. CFO Chuck Kyrish emphasized the company's commitment to proactively managing debt maturity profile while maintaining financial flexibility. The offering is expected to close around March 14, 2025.

Positive

• Successful upsizing of offering from $2.0B to $2.6B indicates strong market demand
• Proactive debt management improving maturity profile
• Maintains financial flexibility through prepayable debt
• Strong 2024 net sales of $10.3B

Negative

• Taking on substantial new debt with higher interest rates (5.000-6.750%)
• Increased interest expense will impact future cash flows

Insights

Financial Analyst

Celanese's $2.6 billion senior notes offering represents a significant debt restructuring initiative that extends its maturity profile. The offering, upsized from an initially planned $2.0 billion, comprises $700 million of 6.500% notes due 2030, $1.1 billion of 6.750% notes due 2033, and €750 million of 5.000% notes due 2031.

This transaction is primarily a liability management exercise rather than new debt accumulation. The proceeds will address multiple near-term maturities, including tendering for portions of notes due in 2026 and 2027, repaying term loan borrowings, reducing revolving credit facility usage, and retiring notes coming due in March 2025.

The interest rates (6.5-6.75% for USD notes, 5% for EUR notes) reflect the current higher interest rate environment but provide Celanese with extended runways on these obligations. The CFO's commentary suggests a strategic approach focused on aligning debt obligations with anticipated free cash flow and potential divestiture proceeds.

For a company with $10.3 billion in 2023 net sales, this refinancing provides improved financial flexibility by pushing out maturities while maintaining access to prepayable debt instruments. This balanced approach to liability management demonstrates proactive financial stewardship in a challenging interest rate climate while maintaining operational flexibility.

Corporate Treasury Expert

Celanese's debt refinancing demonstrates sophisticated capital structure management amid the current interest rate environment. The company is exchanging several debt tranches for longer-dated maturities, effectively laddering its debt profile to reduce concentration risk in any single maturity window.

The upsizing from $2.0B to $2.6B indicates strong investor demand for Celanese paper, suggesting market confidence in the company's credit profile despite the chemical industry's cyclicality. The multi-currency structure (USD/EUR) reflects treasury best practices by aligning debt currencies with revenue streams, potentially providing natural hedges against FX volatility.

The CFO's mention of aligning maturities with "conservative outlook for free cash flow generation" hints at potential cash flow constraints or cyclical downturns in their business outlook. However, maintaining "prepayable debt" indicates they're preserving financial optionality should operations outperform or divestiture proceeds materialize.

For context, these transactions typically involve modest one-time costs (banking fees, tender premiums) but should normalize interest expense over time. While not transformative to Celanese's overall leverage position, this refinancing reduces near-term liquidity risk and creates a more sustainable maturity runway, particularly important for chemical companies that face periodic industry cycles. The transaction doesn't fundamentally alter Celanese's leverage profile but does enhance its debt structure resilience.

DALLAS--(BUSINESS WIRE)-- Celanese Corporation (NYSE: CE) (the “Company” or “Celanese”), a global chemical and specialty materials company, today announced that its subsidiary, Celanese US Holdings LLC (the “Issuer”), has priced registered offerings (the “Offering”) of $2.6 billion aggregate principal amount of notes, including $700 million aggregate principal amount of 6.500% Senior Notes due 2030, $1.1 billion aggregate principal amount of 6.750% Senior Notes due 2033 (together, the “USD Notes”) and €750 million (or approximately $810 million) aggregate principal amount of 5.000% Senior Notes due 2031 (the “Euro Notes” and, together with the USD Notes, the “Notes”). The Offering was upsized from $2.0 billion to $2.6 billion aggregate principal amount of Notes. The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s wholly-owned domestic subsidiaries.

The Offering is expected to close on or about March 14, 2025. The net proceeds from the Offering, together with borrowings under the Company’s 364-day term loan credit agreement, will be used to fund previously announced cash tender offers for a portion of the Issuer’s outstanding 4.777% Senior Notes due 2026 and a portion of the Issuer’s outstanding 6.165% Senior Notes due 2027, to repay a portion of the Company’s outstanding borrowings under its five-year term loan credit agreement due 2027, to repay borrowings under the Company’s revolving credit facility due 2027, to repay the Issuer’s outstanding 6.050% Senior Notes due March 15, 2025, and for general corporate purposes, which may include the repayment of other outstanding indebtedness.

“This Offering reinforces our commitment to proactively manage our debt maturity profile by aligning near-term maturities to a conservative outlook for free cash flow generation and divestiture proceeds while maintaining additional flexibility through prepayable debt,” said Chuck Kyrish, Senior Vice President and Chief Financial Officer. “We will provide a more comprehensive summary of the impact of this Offering and other associated transactions at completion in the coming weeks. In the future as we look out to 2027 and beyond, we will continue to balance being opportunistic and prudent in managing our debt maturity profile.”

J.P. Morgan, BofA Securities, HSBC, Citigroup, Deutsche Bank Securities Inc., TD Securities, Truist, Goldman Sachs & Co. LLC and US Bancorp are acting as Joint Book-Running Managers for the offering of USD Notes. J.P. Morgan, Citigroup, Deutsche Bank Securities Inc., BofA Securities, HSBC, MUFG, UniCredit, PNC Capital Markets LLC and SMBC are acting as Joint Book-Running Managers for the offering of Euro Notes. When available, a copy of the preliminary prospectus supplement for the USD Notes, the preliminary prospectus supplement for the Euro Notes and the accompanying base prospectus may be obtained by calling J.P. Morgan Securities plc (for non-U.S. investors) at +44 207-134-2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533 (collect).

An electronic copy of the preliminary prospectus supplements and the accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Offering will be made pursuant to an effective shelf registration statement, which was previously filed by Celanese with the Securities and Exchange Commission, and a prospectus supplement for the USD Notes, a prospectus supplement for the Euro Notes and the accompanying prospectus, which will be filed by Celanese with the Securities and Exchange Commission.

About Celanese

Celanese 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 is a Fortune 500 company that employs approximately 12,200 employees worldwide with 2024 net sales of $10.3 billion.

Forward-Looking Statements:

This release may contain “forward-looking statements,” which include information concerning the Offering, and the Company’s plans, objectives, goals, strategies, future revenues, cash flow, synergies, performance, capital expenditures and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the 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 release. These include the successful closing of the Offering, the successful completion of the concurrent tender offers referenced herein, and other information that is not historical information. Numerous other factors, many of which are beyond the Company’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 the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250306619065/en/

Celanese Contacts:

Investor Relations

William Cunningham

+1 302 772 5231

william.cunningham@celanese.com



Media Relations – Global

Jamaison Schuler

+1 972 443 4400

media@celanese.com



Media Relations Europe (Germany)

Petra Czugler

+49 69 45009 1206

petra.czugler@celanese.com

Source: Celanese Corporation

FAQ

What is the total value and structure of Celanese's (CE) 2025 notes offering?

Celanese's offering totals $2.6 billion, consisting of $700M (6.500%) due 2030, $1.1B (6.750%) due 2033, and €750M (≈$810M) at 5.000% due 2031.

When will Celanese's (CE) new senior notes offering close?

The notes offering is expected to close on or about March 14, 2025.

How will Celanese (CE) use the proceeds from the $2.6B notes offering?

Proceeds will fund tender offers for existing 2026 and 2027 notes, repay term loan and revolving credit facility borrowings, and cover general corporate purposes.

What is the interest rate structure for Celanese's (CE) 2025 notes offering?

The notes carry interest rates of 6.500% for 2030 notes, 6.750% for 2033 notes, and 5.000% for 2031 Euro notes.