Item 1.01 Entry into a Material Definitive Agreement.
Completion of Offering of Senior Notes by Celanese US Holdings LLC
On July 14, 2022, Celanese US Holdings LLC (“Celanese US”),
a wholly owned subsidiary of Celanese Corporation (the “Company”), completed its registered offering of $2,000,000,000 aggregate
principal amount of 5.900% Senior Notes due 2024 (the “2024 Notes”), $1,750,000,000 aggregate principal amount of 6.050% Senior
Notes due 2025 (the “2025 Notes”), $2,000,000,000 aggregate principal amount of 6.165% Senior Notes due 2027 (the “2027
Notes”), $750,000,000 aggregate principal amount of 6.330% Senior Notes due 2029 (the “2029 Notes”) and $1,000,000,000
aggregate principal amount of 6.379% Senior Notes due 2032 (the “2032 Notes,” and together with the 2024 Notes, 2025 Notes,
2027 Notes and 2029 Notes, the “Notes” ). The Notes have been issued under an Indenture, dated as of May 6, 2011 (the “Base
Indenture”), among the Company, Celanese US, and Wells Fargo Bank, National Association, as trustee, as amended by a Twelfth Supplemental
Indenture, dated July 14, 2022 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
among the Company, Celanese US, certain subsidiaries of Celanese US (the “Subsidiary Guarantors”), U.S. Bank Trust Company,
National Association, as series trustee and Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association),
as base trustee.
The Company intends to use the net proceeds from the sale of the Notes,
together with borrowings under its existing Term Loan Facility, the net proceeds of the concurrent offering of €1,000,000,000 aggregate
principal amount of senior notes due 2026 and €500,000,000 aggregate principal amount of senior notes due 2029, or other debt financing,
available borrowings under its existing Revolving Credit Facility and cash on hand, to fund the purchase price of its previously announced
acquisition of the majority of the Mobility & Materials business of DuPont de Nemours, Inc. (the “M&M Acquisition”).
Celanese US’s obligations under the Notes are guaranteed on a
senior unsecured basis by the Company and, initially, by the Subsidiary Guarantors. The Notes pay interest semiannually, in arrears, on
January 5 and July 5 of each year, beginning on January 5, 2023, with respect to the 2024 Notes, March 15 and September 15 of each year,
beginning on September 15, 2022, with respect to the 2025 Notes, on January 15 and July 15 of each year, beginning on January 15, 2023,
with respect to the 2027 Notes, 2029 Notes and 2032 Notes. The interest rate payable on the Notes will be subject to adjustment based
on certain ratings events.
The Notes are subject to special mandatory redemption. In the event
that (x) the M&M Acquisition is not consummated on or prior to August 17, 2023 or such later date as the parties to the M&M Acquisition
transaction agreement may agree as the “Outside Date” thereunder, or (y) the M&M Acquisition transaction agreement related
thereto is terminated without the M&M Acquisition being consummated, Celanese US will be required to redeem all of the outstanding
Notes at a redemption price equal to 101% of the aggregate principal amount of such Notes, respectively, plus accrued and unpaid interest,
if any, to (but excluding) the redemption date.
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. 333-236294, and the Prospectus included
therein, filed by the Company Parties with the Securities and Exchange Commission (the “Commission”) on February 6, 2020,
the related Prospectus Supplement dated July 7, 2022, and the Free Writing Prospectus filed with the Commission on July 7, 2022.
The foregoing description does not constitute a complete summary of
the terms of the Notes, the Base Indenture and the Twelfth Supplemental Indenture and is qualified in its entirety by reference to the
copies of the form of Notes, the Twelfth Supplemental Indenture and the Base Indenture filed as Exhibits 4.1, 4.2 and 4.3, respectively,
to this Current Report, which are each incorporated herein by reference.