SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2019 (April 29, 2019)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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
(Former name or former address, if changed since last report)
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Item 1.01 Entry into a Material Definitive Agreement.
On April 29, 2019, Celanese Corporation (“Celanese”), its wholly-owned subsidiary Celanese US Holdings LLC (the “Issuer”), and certain subsidiaries of the Issuer (the “Subsidiary Guarantors” and, together with Celanese and the Issuer, the “Company Parties”), entered into an Underwriting Agreement with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the other several underwriters named in Schedule A thereto (collectively, the “Underwriters”), and the Underwriters, providing for the offer and sale by the Issuer of $500,000,000 aggregate principal amount of 3.500% Senior Notes due 2024 (the “Notes”). The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to the Registration Statement on Form S-3, Reg. No. 333-216005, and the Prospectus included therein, filed by the Company Parties with the Securities and Exchange Commission (the “Commission”) on February 10, 2017, the related Prospectus Supplement dated April 29, 2019, and the Free Writing Prospectus accepted for filing by the Commission on April 29, 2019.
In addition, the Issuer has given notice to Wells Fargo Bank, National Association, as trustee, to initiate the full redemption of the Issuer's 3.250% Senior Notes due 2019, which are being repaid with the proceeds of the offering of the Notes.
Item 9.01 Financial Statements and Exhibits.
Underwriting Agreement, dated April 29, 2019, by and among Celanese US Holdings LLC, Celanese Corporation, the Subsidiary Guarantors, the several underwriters named therein, and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the other underwriters named therein
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.
/s/ James R. Peacock III
James R. Peacock III
Vice President, Deputy General Counsel and Corporate Secretary
April 30, 2019