Celanese Corp. Files 8-K on Material Definitive Agreement

TL;DR

Celanese just filed an 8-K on a big debt agreement covering notes due 2025-2029.

AI Summary

On November 1, 2024, Celanese Corp. entered into a material definitive agreement related to its financial obligations. The company filed an 8-K form detailing this agreement, which involves various senior unsecured notes due between 2025 and 2029.

Why It Matters

This filing indicates a significant financial transaction or commitment by Celanese Corp., potentially impacting its debt structure and future financial flexibility.

Risk Assessment

Risk Level: medium — The filing pertains to material definitive agreements and financial obligations, which can carry inherent risks related to debt and financial commitments.

Key Numbers

• 2025-2029 — Senior Unsecured Notes Due Dates (These dates represent the maturity periods for the notes involved in the material definitive agreement.)

Key Players & Entities

• Celanese Corp. (company) — Filer of the 8-K
• 2025 (date) — Maturity year for Senior Unsecured Notes
• 2029 (date) — Maturity year for Senior Unsecured Notes

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share CE The New York Stock Excha
• $1.0 billion — draw term loans in a total amount up to $1.0 billion that are due 364 days from the date of
• $750 million — basket for receivables financings from $750 million to $650 million and (iii) solely during
• $650 million — ivables financings from $750 million to $650 million and (iii) solely during the Covenant Re
• $100 m — mpany and its subsidiaries in excess of $100 million, subject to customary exclusions

Filing Documents

• tm2427374d1_8k.htm (8-K) — 47KB
• tm2427374d1_ex10-1.htm (EX-10.1) — 682KB
• tm2427374d1_ex10-2.htm (EX-10.2) — 953KB
• tm2427374d1_ex10-3.htm (EX-10.3) — 781KB
• 0001104659-24-113884.txt ( ) — 3216KB
• ce-20241101.xsd (EX-101.SCH) — 4KB
• ce-20241101_def.xml (EX-101.DEF) — 28KB
• ce-20241101_lab.xml (EX-101.LAB) — 39KB
• ce-20241101_pre.xml (EX-101.PRE) — 27KB
• tm2427374d1_8k_htm.xml (XML) — 10KB

01

Item 1.01 Entry into a Material Definitive Agreement Term Loan Credit Agreement On November 1, 2024, Celanese US Holdings LLC ("Celanese US"), a wholly-owned subsidiary of Celanese Corporation (the "Company"), entered into a senior unsecured term loan credit agreement (the "Term Loan Credit Agreement") by and among the Company, Celanese US, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Term Loan Credit Agreement is guaranteed by the Company and certain subsidiaries of Celanese US. The Term Loan Credit Agreement provides lender commitments for delayed-draw term loans in a total amount up to $1.0 billion that are due 364 days from the date of borrowing (the "Term Loan Facility"). Borrowings can be made on the commitments through March 15, 2025. The proceeds from the Term Loan Facility are expected to be used to repay certain existing note maturities due in Q1 2025. The funding of the term loans provided for in the Term Loan Credit Agreement is subject to the satisfaction of customary conditions. Amounts borrowed and outstanding under the Term Loan Credit Agreement will accrue interest at a rate equal to Secured Overnight Financing Rate with an interest period of one or three months ("Term SOFR") plus a margin of 1.300% to 2.250% per annum, or the base rate plus a margin of 0.300% to 1.250%, in each case, based on the Company's senior unsecured debt rating. Undrawn amounts under the Term Loan Credit Agreement are subject to a ticking fee of 0.09% to 0.35% until March 15, 2025. The Term Loan Credit Agreement contains certain covenants, which, among other things, require the maintenance of a consolidated leverage ratio (which is subject to adjustment as set forth in the Term Loan Credit Agreement), restrict, per customary requirements and with customary exceptions, certain merger transactions or the sale of all or substantially all of the assets of the Company and its subsidiaries taken as a whole and limit

03

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.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) The following exhibits are being filed herewith: Exhibit Number Description 10.1 Term Loan Credit Agreement, dated as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 10.2 Third Amendment to Credit Agreement, dated as of November 1, 2024, by and among Celanese Corporation, Celanese US Holdings LLC, Celanese Europe B.V., the subsidiary guarantors party thereto, each lender party thereto, and Bank of America, N.A., as Administrative Agent, amending that certain Credit Agreement dated as of March 18, 2022. 10.3 Fourth Amendment to Credit Agreement, dated as of November 1, 2024, 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) 3

SIGNATURES

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: November 4, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR