CE Celanese Corporation

 Item 1.01.          Entry into a Material Definitive Agreement

Transaction Agreement

On February 17, 2022, Celanese Corporation (“Celanese” or the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with DuPont de Nemours, Inc. and one of its affiliates (“DuPont”), pursuant to which Celanese will acquire from DuPont (the “Acquisition”) a majority of the Mobility and Materials business of DuPont (the “Business”) for an aggregate purchase price of approximately $11 billion in cash, subject to certain adjustments. The Transaction Agreement provides that, upon the terms and conditions set forth therein, Celanese will purchase the Business through the acquisition of the equity of certain subsidiaries of DuPont related to the Business. The Business excludes Delrin^® POM, Tedlar^® PVF, Multibase, and Auto Adhesives & Fluids businesses.

The consummation of the Acquisition is subject to certain conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of other antitrust approvals in certain foreign jurisdictions.

The Transaction Agreement contains various representations and warranties and covenants by the parties to such agreement. DuPont and Celanese have agreed to enter into related agreements ancillary to the Acquisition that will become effective upon the consummation of the Acquisition, including certain documents related to intellectual property matters and transition services.

The foregoing description of the Transaction Agreement set forth herein is subject to, and qualified in its entirety by reference to, the full text of the Transaction Agreement, a copy of which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The Transaction Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about DuPont, Celanese or the Business. In particular, the assertions embodied in the representations and warranties in the Transaction Agreement were made as of a specified date, are modified or qualified by information in a confidential disclosure letter prepared in connection with the execution and delivery of the Transaction Agreement, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations and warranties in the Transaction Agreement are not necessarily characterizations of the actual state of facts about DuPont, Celanese, or the Business at the time they were made or otherwise and should only be read in conjunction with the other information that Celanese and DuPont make publicly available in reports, statements and other documents filed with the U.S. Securities and Exchange Commission.

Bridge Facility Commitment Letter

In connection with the Transaction Agreement, on February 17, 2022, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (the “Commitment Party”) pursuant to which the Commitment Party has committed to provide, subject to the terms and conditions set forth in the Commitment Letter, a 364-day $11 billion senior unsecured bridge term loan facility (the “Bridge Facility,” and the provision of such funds as set forth in the Commitment Letter, the “Bridge Financing”). The Bridge Facility is available to finance the transactions contemplated by the Transaction Agreement and to pay fees and expenses related thereto to the extent that the Company does not finance such consideration and fees and expenses through permanent financing obtained in the form of term loans and/or the issuance of notes in a public offering or private placement as described below. The funding of the Bridge Facility provided for in the Commitment Letter is contingent on the satisfaction of customary conditions, including (i) the execution and delivery of definitive documentation with respect to the Bridge Facility in accordance with the terms set forth in the Commitment Letter, and (ii) the consummation of the Acquisition in accordance with the Transaction Agreement. Bridge Facility availability is subject to reduction in equivalent amounts upon any incurrence by the Company of term loans and/or the issuance of notes in a public offering or private placement prior to the consummation of the Acquisition and upon other specified events, subject to certain exceptions set forth in the Commitment Letter. The Bridge Facility will contain certain representations and warranties, certain affirmative covenants, certain negative covenants, and certain conditions and events of default that are customarily required for similar financings. The foregoing description of the Commitment Letter set forth herein is subject to, and qualified in its entirety by reference to, the full text of the Commitment Letter, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.