Celanese launches $1.75 billion tender offer for notes due 2024, 2025

By William Gullotti

Buffalo, N.Y., Aug. 10 – Celanese US Holdings LLC, a wholly owned subsidiary of Celanese Corp., commenced a cash tender offer on Thursday to purchase up to $1.75 billion of senior notes from three series due 2024 and 2025, according to an 8-K filing with the Securities and Exchange Commission.

Listed in order of priority, and subject to the aggregate offer maximum, individual series caps as well as potential proration, the company seeks to repurchase:

• Up to $1.25 billion of its $2 billion of 5.9% senior notes due 2024 (Cusip: 15089QAR5), with pricing to be set using the 1.75% Treasury note due June 30, 2024 plus a spread of 45 basis points;

• Up to $500 million of its $1.75 billion of 6.05% senior notes due 2025 (Cusip: 15089QAL8), with pricing to be set using the 1.75% Treasury note due March 15, 2025 plus a spread of 65 bps; and

• Any of its $500 million of 3.5% senior notes due 2024 (Cusip: 15089QAJ3), with pricing to be set using the 2.5% Treasury note due April 30, 2024 plus a spread of 40 bps.

The purchase prices will include an early tender premium of $30 per $1,000 principal amount of notes tendered. Noteholders who submit tenders after the early deadline will not receive the premium.

In addition to the purchase price, accrued and unpaid interest will also be paid up to, but excluding, the applicable settlement date.

The early tender deadline is 5 p.m. ET on Aug. 23, which is also the withdrawal deadline.

Pricing is expected at 10 a.m. ET on Aug. 24, with early settlement expected on Aug. 25.

The tender offer will expire at 5 p.m. ET on Sept. 8, with final settlement expected Sept. 12.

The offer is subject to a financing condition, contingent upon the company’s concurrent offering of senior notes due 2028, 2030 and 2033.

BofA Securities, Inc. (980 387-5602, 888 292,0700, debt_advisory@bofa.com), J.P. Morgan Securities LLC (212 834-3554, 866 834-4666) and TD Securities (USA) LLC (866 584-2096) are the dealer managers of the tender offer.

D.F. King & Co., Inc. (212 269-5550, 800 317-8033, CE@dfking.com) is the tender and information agent.

The chemicals company is based in Irving, Tex.

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