ce-20250306

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): March 7, 2025 (March 6, 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

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.

U.S. Dollar Offering

On March 6, 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 J.P. Morgan Securities LLC, as representative of the other several underwriters named in Schedule A thereto, providing for the offer and sale by the Issuer of $700,000,000 aggregate principal amount of 6.500% Senior Notes due 2030 and $1,100,000,000 aggregate principal amount of 6.750% Senior Notes due 2033 (collectively, the “USD Notes”). The offering of the USD 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 March 5, 2025, and the Free Writing Prospectus filed with the Commission on March 6, 2025.

Euro Offering

On March 6, 2025, the Company Parties entered into an Underwriting Agreement with J.P. Morgan Securities plc, as representative of the other several underwriters named in Schedule A thereto, providing for the offer and sale by the Issuer of €750,000,000 aggregate principal amount of 5.000% Senior Notes due 2031 (the “Euro Notes”). The offering of the Euro Notes was registered under 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 Commission on March 31, 2023, the related Prospectus Supplement dated March 5, 2025, and the Free Writing Prospectus accepted for filing by the Commission on March 6, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number						Description

1.1						Underwriting Agreement, dated March 6, 2025, by and among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors named therein, and J.P. Morgan Securities LLC, as representative of the other underwriters named therein.
1.2						Underwriting Agreement, dated March 6, 2025, by and among Celanese US Holdings LLC, Celanese Corporation, the subsidiary guarantors named therein, and J.P. Morgan Securities plc, 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:			March 7, 2025

Celanese Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits