Celanese ups tender cap to $2.25 billion, gives pricing, early tally

By Marisa Wong

Los Angeles, Aug. 24 – Celanese US Holdings LLC, a wholly owned subsidiary of Celanese Corp., announced early results and an upsizing of its Aug. 10 cash tender offer for three series of senior notes.

The company increased the maximum aggregate purchase price to $2.25 billion from $1.75 billion.

The company also increased each series sub-cap in order to accept all notes with acceptance priority level 1 and up to $750 million of notes with acceptance priority level 2. The series sub-caps were originally $1.25 billion and $500 million, respectively. The company was still accepting any of the notes with acceptance priority level 3.

As of 5 p.m. ET on Aug. 23, the early tender deadline, holders had tendered $2,733,678,000 aggregate principal amount of notes.

The company has accepted for purchase the following early tendered notes, with the series listed in order of acceptance priority level:

• All $1,472,890,000 tendered of its $2 billion outstanding 5.9% senior notes due 2024 (Cusip: 15089QAR5) at $999.92 per $1,000 principal amount, with pricing set using the 1.75% Treasury note due June 30, 2024 plus a spread of 45 basis points;

• $749,996,000 of the $1,030,346,000 tendered of its $1.75 billion of 6.05% senior notes due 2025 (Cusip: 15089QAL8), with a 73.0% proration factor applied, at $1,002.85 per $1,000 principal amount, with pricing set using the 1.75% Treasury note due March 15, 2025 plus a spread of 65 bps; and

• $27,114,000 of the $230,442,000 tendered of its $500 million of 3.5% senior notes due 2024 (Cusip: 15089QAJ3), with an 11.9% proration factor applied, at $983.95 per $1,000 principal amount, with pricing set using the 2.5% Treasury note due April 30, 2024 plus a spread of 40 bps.

The purchase prices include an early tender premium of $30 per $1,000 principal amount of notes tendered by the early tender deadline.

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

Pricing was set at 10 a.m. ET on Aug. 24.

Early settlement is expected on Aug. 25.

The tender offer will expire at 5 p.m. ET on Sept. 8. However, because the aggregate amount of notes tendered by the early deadline exceeded the updated offer cap, the company does not expect to accept any further tenders of notes.

Tenders may no longer be withdrawn.

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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