Celanese Corporation Announces Upsized and Priced $1.4 Billion Senior Unsecured Notes Offering
Introduction to the Offering
Celanese Corporation (NYSE: CE) (“Celanese” or the “Company”), a leading global producer of chemical and specialty materials, announced that its subsidiary, Celanese US Holdings LLC (the “Issuer”), has successfully priced a significantly upsized registered notes offering. The total principal amount of the issuance has been increased from the previously planned $1.0 billion to $1.4 billion, reflecting strong investor demand and market confidence in the Company’s credit profile and long-term strategy.
The Offering consists of two distinct tranches of senior unsecured notes:
- $600 million of 7.000% Senior Notes due 2031, and
- $800 million of 7.375% Senior Notes due 2034
Together, these instruments are referred to as the “Notes.” The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Celanese as well as certain wholly owned domestic subsidiaries of the Company.
Details and Timing of the Closing
Celanese expects the Offering to close on or around December 17, 2025, contingent on the satisfaction of customary closing conditions. Once completed, the Offering will provide the Company with an important source of long-term capital aligned with its broader balance-sheet management objectives.
Intended Use of Proceeds
The net proceeds from the issuance of the Notes are designated for several strategic purposes. A primary use will be the repayment of Celanese’s remaining outstanding borrowings under its existing five-year term loan credit agreement, which matures in 2027. This step will help the Company reduce exposure to shorter-term maturities and maintain a staggered and manageable debt schedule.
In addition, the proceeds are expected to support Celanese’s previously announced cash tender offers for portions of:
- the Issuer’s outstanding 6.665% Senior Notes due 2027, and
- the Issuer’s outstanding 6.850% Senior Notes due 2028
Executing these tender offers enables the Company to proactively manage its debt stack by addressing upcoming maturity walls, reducing refinancing risk, and smoothing its medium-term debt obligations.
Any remaining proceeds from the Offering may be allocated toward broader corporate purposes. These potential uses include but are not limited to the repayment of other existing indebtedness, bolstering liquidity, and supporting general corporate needs and strategic flexibility.
Management Commentary on Financial Strategy
Chuck Kyrish, Senior Vice President and Chief Financial Officer of Celanese, emphasized the importance of the Offering within the Company’s financial strategy. He noted that throughout 2025 Celanese has completed multiple transactions aimed at proactively restructuring and strengthening its debt profile.
According to Kyrish, the decision to upsize the Offering underscores strong financial market support and aligns directly with the Company’s conservative approach to free cash flow expectations over the coming years. Additionally, the Company continues to evaluate opportunities related to divestiture proceeds and broader cash-flow initiatives to further reinforce its financial foundation.
Kyrish stated that Celanese plans to deliver a detailed summary outlining the cumulative effects of this Offering and other related transactions once all activities have concluded. This forthcoming overview will provide investors with a more complete view of the Company’s capital-structure improvements and long-term liquidity positioning.
Joint Book-Running Managers for the Offering
The underwriters participating as Joint Book-Running Managers in the Notes Offering are:
- BofA Securities
- Citigroup
- Deutsche Bank Securities
- HSBC
- J.P. Morgan
These institutions will coordinate the marketing, allocation, and distribution of the Notes to investors. Their involvement highlights the Offering’s scale and strategic significance.
Availability of Offering Materials
Once available, investors may obtain a copy of the preliminary prospectus supplement for the Notes by contacting BofA Securities. The document can be requested through the BofA Securities Prospectus Department located at:
BofA Securities, Inc.
NC1-004-03-43
200 North College Street, 3rd Floor
Charlotte, NC 28255-0001
Email: dg.prospectus_requests@bofa.com
An electronic version of the preliminary prospectus supplement, along with the accompanying base prospectus, will also be accessible free of charge on the website of the U.S. Securities and Exchange Commission (SEC) at www.sec.gov. Celanese previously filed an effective shelf registration statement with the SEC, under which this Offering is being conducted.
Important Legal and Regulatory Notices
Celanese emphasizes that this announcement does not constitute an offer to sell the Notes or a solicitation of an offer to purchase them. The Notes may not be sold in any jurisdiction where such an offer or sale would be unlawful prior to registration or qualification under applicable securities laws. The Offering will only be conducted by means of a prospectus and accompanying prospectus supplement that comply with the requirements set forth under Section 10 of the U.S. Securities Act of 1933, as amended.
Similarly, this press release does not constitute an offer to purchase or solicitation of an offer to sell the Issuer’s 6.665% Senior Notes due 2027 or 6.850% Senior Notes due 2028 as part of the previously announced tender offers. Those tender offers are governed solely by the terms detailed in the separate Offer to Purchase documents, which have been provided directly to eligible noteholders.
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