As filed with the Securities and Exchange Commission on
March 31, 2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________________________________________________
CELANESE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or
organization)
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98-0420726
(I.R.S. Employer Identification Number)
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__________________________________________________
CELANESE US HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or
organization)
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20-1206848
(I.R.S. Employer Identification Number)
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__________________________________________________
and the additional co-registrants listed on Schedule A
hereto.
222 W. Las Colinas Blvd., Suite 900N
Irving, Texas 75039-5421
(972) 443-4000
(Address, including zip code, and telephone number, including area
code, of registrants’ principal executive offices)
__________________________________________________
A. Lynne Puckett
Senior Vice President, General Counsel and Corporate
Secretary
Celanese Corporation
222 W. Las Colinas Blvd., Suite 900N
Irving, Texas 75039-5421
(972) 443-4000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
__________________________________________________
With a copy to:
Andrew L. Fabens, Esq.
Doug Rayburn, Esq.
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166-0193
(212) 351-4000
Approximate date of commencement of proposed sale to the
public:
From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of Securities
Act. o
Schedule A — Subsidiary Guarantors
The following direct and indirect wholly-owned subsidiaries of
Celanese US Holdings LLC may guarantee the debt securities issued
hereunder and are co-registrants with Celanese Corporation and
Celanese US Holdings LLC under this registration statement.
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Name |
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Jurisdiction of Formation |
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I.R.S. Employer Identification No. |
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Celanese Acetate LLC |
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Delaware |
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56-2051387 |
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Celanese Americas LLC |
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Delaware |
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22-1862783 |
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Celanese Chemicals, Inc. |
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Delaware |
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13-2916623 |
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Celanese Global Relocation LLC |
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Delaware |
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41-2243055 |
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Celanese International Corporation |
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Delaware |
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75-2622529 |
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Celanese Ltd. |
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Texas |
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75-2622526 |
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Celanese Sales U.S. Ltd. |
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Texas |
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47-4261191 |
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Celtran, Inc. |
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Delaware |
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56-0818166 |
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CNA Holdings LLC |
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Delaware |
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13-5568434 |
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KEP Americas Engineering Plastics, LLC |
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Delaware |
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22-3537574 |
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Ticona Fortron Inc. |
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Delaware |
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22-3140276 |
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Ticona LLC |
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Delaware |
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22-3546190 |
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Ticona Polymers, Inc. |
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Delaware |
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13-3313358 |
PROSPECTUS
Celanese Corporation
COMMON STOCK
PREFERRED STOCK
GUARANTEES OF DEBT SECURITIES
Celanese US Holdings LLC
DEBT SECURITIES
__________________________________________________
Celanese Corporation and/or Celanese US Holdings LLC, a
wholly-owned subsidiary of Celanese Corporation, may offer from
time to time to sell one or more of the securities described in
this prospectus separately or together in any combination. The
direct and indirect wholly-owned subsidiaries of Celanese US
Holdings LLC that are identified as co-registrants in the
registration statement containing this prospectus may guarantee the
debt securities of Celanese US Holdings LLC.
Each time we offer securities using this prospectus, we will
provide specific terms and offering prices in supplements to this
prospectus. The prospectus supplements may also add, update or
change the information contained in this prospectus and will also
describe the specific manner in which we will offer these
securities. You should carefully read this prospectus and the
applicable prospectus supplement, including the information
incorporated by reference, prior to investing in our
securities.
We may offer and sell the securities on a continuous or delayed
basis directly to investors or through underwriters, dealers or
agents, or through a combination of these methods. The names of any
underwriters, dealers or agents will be included in a prospectus
supplement. If any agents, dealers or underwriters are involved in
the sale of any securities, the applicable prospectus supplement
will set forth any commissions or discounts.
Celanese Corporation’s common stock is listed on the New York Stock
Exchange under the symbol “CE.”
The principal executive offices of Celanese Corporation and
Celanese US Holdings LLC are located at 222 W. Las Colinas Blvd.,
Suite 900N, Irving, Texas 75039-5421, and the telephone number for
each is (972) 443-4000.
__________________________________________________
Investing in our securities involves risks. We discuss risk factors
relating to our company in filings we make with the Securities and
Exchange Commission, including under “Risk Factors” in our most
recently filed Annual Report on Form 10-K and in our
subsequent periodic filings. The prospectus supplement relating to
a particular offering of securities may discuss certain risks of
investing in those securities. You should carefully consider these
risk factors and risks before deciding to purchase any
securities.
__________________________________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
__________________________________________________
The date of this prospectus is March 31, 2023.
TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the “SEC”) as a
“well-known seasoned issuer” as defined in Rule 405 under the
Securities Act of 1933, as amended (“Securities Act”), using a
“shelf” registration process. Under this shelf process, we may sell
any combination of the securities described in this prospectus in
one or more offerings. This prospectus provides you with a general
description of the securities offered by us. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The
prospectus supplement may also add to, update or change information
contained in this prospectus; accordingly, to the extent
inconsistent, information in this prospectus is superseded by the
information in the prospectus supplement. The prospectus supplement
to be attached to the front of this prospectus may describe, as
applicable: the terms of the securities offered, the initial public
offering price, the price paid for the securities by any
underwriters, net proceeds, the plan of distribution and the other
specific terms related to the offering of the
securities.
You should rely only on the information in this prospectus, and any
supplement to this prospectus, including the information
incorporated by reference. We have not authorized any other person
to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on
it. We are not making an offer to sell the securities in any
jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing or incorporated by reference
in this prospectus and any prospectus supplement is accurate only
as of the date indicated on the front cover of these documents or
the date of the document incorporated by reference. Our business,
financial condition, results of operations, and other information
contained in this prospectus and any prospectus supplement may have
changed since that date.
As used throughout this prospectus, unless the context otherwise
requires or indicates:
•“Celanese”
means Celanese Corporation, and not its subsidiaries;
•“Celanese
US” means Celanese US Holdings LLC, a wholly-owned subsidiary of
Celanese, and not its subsidiaries; and
•“Company,”
“we,” “our” and “us” refer to Celanese and its subsidiaries,
including Celanese US, on a consolidated basis.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain parts of this prospectus and any prospectus supplement, and
the documents incorporated by reference contain forward-looking
statements, as defined in Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the Private Securities Litigation Reform Act of 1995. You can
identify these statements by the fact that they do not relate to
matters of a strictly factual or historical nature and generally
discuss or relate to forecasts, estimates or other expectations
regarding future events. Generally, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “plan,” “project,”
“may,” “can,” “could,” “might,” “will” and similar expressions, as
they relate to us, are intended to identify forward-looking
statements, including statements that relate to such matters as
planned and expected capacity increases and utilization rates;
anticipated capital spending; environmental matters; legal
proceedings; sources of raw materials and exposure to, and effects
of, hedging of raw material and energy costs and foreign
currencies; interest rate fluctuations; global and regional
economic, political, business and regulatory conditions;
expectations, strategies and plans for individual assets and
products, business segments, as well as for the whole Company; cash
requirements and uses of available cash; financing plans; pension
expenses and funding; anticipated restructuring, divestiture and
consolidation activities; planned construction or operation of
facilities; cost reduction and control efforts and targets and
integration of acquired businesses.
These statements reflect our current views and beliefs with respect
to future events at the time that the statements are made, are not
historical facts or guarantees of future performance and are
subject to significant risks, uncertainties and other factors that
are difficult to predict and many of which are outside of our
control. Further, certain forward-looking statements are based upon
assumptions as to future events that may not prove to be accurate
and, accordingly, should not have undue reliance placed upon
them.
The following factors could cause our actual results to differ
materially from those results, performance or achievements that may
be expressed or implied by such forward-looking statements. These
factors include, among other things:
•changes
in general economic, business, political and regulatory conditions
in the countries or regions in which we operate;
•volatility
or changes in the price and availability of raw materials and
energy, particularly changes in the demand for, supply of, and
market prices of ethylene, methanol, natural gas, wood pulp and
fuel oil and the prices for electricity and other energy
sources;
•the
length and depth of product and industry business cycles
particularly in the automotive, electrical, textiles, electronics
and construction industries;
•the
ability to pass increases in raw material prices, logistics costs
and other costs on to customers or otherwise improve margins
through price increases;
•the
accuracy or inaccuracy of our beliefs or assumptions regarding
anticipated benefits of the acquisition (the "M&M Acquisition")
by us of the majority of the Mobility & Materials business (the
"M&M Business") of DuPont de Nemours, Inc.
("DuPont");
•the
possibility that we will not be able to realize anticipated
improvements in the M&M Business's financial performance –
including optimizing pricing, currency mix and inventory – or
realize the anticipated benefits of the M&M Acquisition,
including synergies and growth opportunities, within the
anticipated timeframe or at all, whether as a result of
difficulties arising from the operation or integration of the
M&M Business or other unanticipated delays, costs,
inefficiencies or liabilities;
•increased
commercial, legal or regulatory complexity of entering into, or
expanding our exposure to, certain end markets and
geographies;
•risks
in the global economy and equity and credit markets and their
potential impact on our ability to pay down debt in the future
and/or refinance at suitable rates, in a timely manner, or at
all;
•diversion
of management's attention from ongoing business operations and
opportunities and other disruption caused by the M&M
Acquisition and the integration processes and their impact on our
existing business and relationships;
•risks
and costs associated with increased leverage from the M&M
Acquisition, including increased interest expense and potential
reduction of business and strategic flexibility;
•the
ability to maintain plant utilization rates and to implement
planned capacity additions, expansions and
maintenance;
•the
ability to reduce or maintain current levels of production costs
and to improve productivity by implementing technological
improvements to existing plants;
•increased
price competition and the introduction of competing products by
other companies;
•the
ability to identify desirable potential acquisition or divestiture
opportunities and to complete such transactions, including
obtaining regulatory approvals, consistent with our
strategy;
•market
acceptance of our products and technology;
•compliance
and other costs and potential disruption or interruption of
production or operations due to accidents, interruptions in sources
of raw materials, transportation, logistics, or supply chain
disruptions, cybersecurity incidents, terrorism or political
unrest, public health crises (including, but not limited to, the
COVID-19 pandemic), or other unforeseen events or delays in
construction or operation of facilities, including as a result of
geopolitical conditions, the occurrence of acts of war (such as the
Russia-Ukraine conflict) or terrorist incidents or as a result of
weather, natural disasters, or other crises;
•the
ability to obtain governmental approvals and to construct
facilities on terms and schedules acceptable to us;
•changes
in applicable tariffs, duties and trade agreements, tax rates or
legislation throughout the world including, but not limited to,
adjustments, changes in estimates or interpretations or the
resolution of tax examinations or audits that may impact recorded
or future tax impacts and potential regulatory and legislative tax
developments in the United States and other
jurisdictions;
•changes
in the degree of intellectual property and other legal protection
afforded to our products or technologies, or the theft of such
intellectual property;
•potential
liability for remedial actions and increased costs under existing
or future environmental, health and safety regulations, including
those relating to climate change or other sustainability
matters;
•potential
liability resulting from pending or future claims or litigation,
including investigations or enforcement actions, or from changes in
the laws, regulations or policies of governments or other
governmental activities, in the countries in which we
operate;
•changes
in currency exchange rates and interest rates; and
•various
other factors, both referenced and not referenced in this
prospectus.
Additional information regarding these and other factors may be
contained in our filings with the SEC incorporated herein by
reference, especially on Forms 10-K, 10-Q and 8-K. See
“Incorporation by Reference” herein. Many of these factors are
macroeconomic in nature and are, therefore, beyond our control.
Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, our actual results,
performance or achievements may vary materially from those
described in this prospectus as anticipated, believed, estimated,
expected, intended, planned or projected. Except as required by
law, we neither intend nor undertake any obligation, and disclaim
any duty, to update these forward-looking statements, which speak
only as of their respective dates.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. We also make available free of
charge on or through our website, http://www.celanese.com, our
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the SEC. Information
contained on our website is not part of this
prospectus.
The SEC maintains a website that contains reports, proxy and
information statements and other information regarding registrants
that file electronically with the SEC.
The website address of the SEC is
www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” the information
that we file with them. This means that we can disclose important
information to you by referring you to information and documents
that we have filed with the SEC. Any information that we refer to
in this manner is considered part of this prospectus. Information
that we later provide to the SEC, and which is deemed “filed” with
the SEC, will automatically update information previously filed
with the SEC, and may replace information in this prospectus and
information previously filed with the SEC. We specifically are
incorporating by reference the following documents (other than, in
each case, documents or information deemed to have been furnished
and not filed in accordance with SEC rules):
•our
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2022, filed with the
SEC on February 24, 2023;
•the
portions of our Definitive Proxy Statement on
Schedule 14A
filed with the SEC on March 9, 2023 that are incorporated by
reference in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022;
•the
description of our common stock, par value $0.0001, contained in
our
Form 8-A12B/A
filed with the SEC on September 18, 2018 and any amendment or
report updating such description.
We also incorporate by reference any future filings we make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act until we sell all of the securities registered by this
registration statement, with the exception of any information
furnished to, and not deemed file with, the SEC.
You may request a free copy of any documents referred to above,
including exhibits specifically incorporated by reference in those
documents, by contacting us in writing or by telephone at the
following address or telephone number:
Celanese Corporation
Attention: Investor Relations
222 W. Las Colinas Blvd., Suite 900N
Irving, Texas 75039-5421
Telephone: (972) 443-4000
OUR COMPANY
We are a global chemical and specialty materials company. We are a
leading global producer of high performance engineered polymers
that are used in a variety of high-value applications, as well as
one of the world's largest producers of acetyl products, which are
intermediate chemicals, for nearly all major industries. As a
recognized innovator in the chemicals industry, we engineer and
manufacture a wide variety of products essential to everyday
living. Our broad product portfolio serves a diverse set of end-use
applications including automotive, chemical additives,
construction, consumer and industrial adhesives, consumer and
medical, energy storage, filtration, food and beverage, paints and
coatings, paper and packaging, performance industrial and textiles.
For more information about our business, please refer to the
“Business” section in our most recent Annual Report on
Form 10-K filed with the SEC and incorporated by reference in
this prospectus and the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” sections of our most
recent Annual Report on Form 10-K and our Quarterly Reports on
Form 10-Q filed with the SEC and incorporated by reference in
this prospectus.
SUBSIDIARY GUARANTORS
Our subsidiary co-registrants, which we refer to as “subsidiary
guarantors,” may fully and unconditionally guarantee any series of
debt securities offered by this prospectus and related prospectus
supplement. The applicable prospectus supplement for that series of
debt securities will describe the terms of the guarantee by the
subsidiary guarantors. The subsidiary guarantors are
US subsidiaries which are all direct or indirect, wholly-owned
subsidiaries of Celanese US.
USE OF PROCEEDS
Except as may be stated in the applicable prospectus supplement, we
intend to use the net proceeds from any sale of the securities for
general corporate purposes, including repayment or refinancing of
debt, acquisitions, working capital, capital expenditures and
repurchases and redemptions of securities. The net proceeds may be
temporarily invested or applied to repay short-term or revolving
debt prior to use.
DESCRIPTION OF CAPITAL STOCK
The following is a summary of select provisions of Celanese’s
capital stock, as well as other certain provisions of Celanese’s
Second Amended and Restated Certificate of Incorporation, as
amended (the “Charter”), and Seventh Amended and Restated By-laws
(the “By-laws”). The descriptions set forth below are qualified in
their entirety by reference to the relevant provisions of the
Charter and By-laws, copies of which have been filed as exhibits to
the registration statement of which this prospectus forms a
part.
Authorized Capitalization
As of February 24, 2023, the Company’s authorized capital stock
consisted of (i) 400,000,000 shares of common stock
(“Common Stock”), par value $0.0001 per share, of which 170,135,621
shares were issued and 108,474,128 shares were outstanding, and
(ii) 100,000,000 shares of preferred stock, par value
$0.01 per share, of which none were issued and
outstanding.
Common Stock
Voting Rights.
Holders of Common Stock are entitled to one vote per share on all
matters with respect to which the holders of Common Stock are
entitled to vote. The holders of Common Stock do not have
cumulative voting rights in the election of directors.
Dividend Rights.
Holders of Common Stock are entitled to receive dividends if, as
and when dividends are declared from time to time by Celanese’s
board of directors out of funds legally available for that purpose,
after payment of dividends required to be paid on outstanding
preferred stock, as described below, if any. The Company’s senior
credit facilities and indentures impose restrictions on its ability
to declare dividends with respect to Celanese’s Common Stock. Any
decision to declare and pay dividends in the future will be made at
the discretion of the board of directors and will depend on, among
other things, results of operations, cash requirements, financial
condition, contractual restrictions and factors that the board of
directors may deem relevant.
Liquidation Rights.
Upon liquidation, dissolution or winding up, the holders of Common
Stock will be entitled to receive ratably the assets available for
distribution to the stockholders after payment of liabilities and
accrued but unpaid dividends and liquidation preferences on any
outstanding preferred stock.
Other Matters.
The Common Stock has no preemptive rights and, if fully paid, is
not subject to further calls or assessment by Celanese. There are
no redemption or sinking fund provisions applicable to the Common
Stock. All shares of Celanese’s outstanding Common Stock are fully
paid and non-assessable, and the shares of Celanese’s Common Stock
offered under this registration statement, upon payment and
delivery in accordance with the underwriting agreement, will be
fully paid and non-assessable.
Preferred Stock
Celanese’s Charter authorizes the board of directors to establish
one or more series of preferred stock and to determine, with
respect to any series of preferred stock, the terms and rights of
that series, including:
•the
designation of the series;
•the
number of shares of the series, which the board of directors may,
except where otherwise provided in the preferred stock designation,
increase (but not above the total number of authorized shares of
the class) or decrease (but not below the number of shares then
outstanding);
•whether
dividends, if any, will be cumulative or non-cumulative and the
dividend rate of the series;
•the
dates at which dividends, if any, will be payable;
•the
redemption rights and price or prices, if any, for shares of the
series;
•the
terms and amounts of any sinking fund provided for the purchase or
redemption of shares of the series;
•the
amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of
the affairs of Celanese;
•whether
the shares of the series will be convertible into shares of any
other class or series, or any other security, of Celanese or any
other corporation, and, if so, the specification of the other class
or series or other security, the conversion price or prices or rate
or rates, any rate adjustments, the date or dates as of which the
shares will be convertible and all other terms and conditions upon
which the conversion may be made;
•restrictions
on the issuance of shares of the same series or of any other class
or series; and
•the
voting rights, if any, of the holders of the series.
Anti-Takeover Effects of Certain Provisions of Our Charter and
By-laws
Certain provisions of Celanese’s Charter and By-laws, which are
summarized in the following paragraphs, may have an anti-takeover
effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in its best interest,
including those attempts that might result in a premium over the
market price for the shares held by stockholders.
Conflicts of Interest
As permitted by Delaware law, the Celanese’s Charter renounces any
interest or expectancy that we have in, or right to be offered an
opportunity to participate in, business opportunities specified in
the Charter. The Celanese’s Charter provides that none of any
director who is not employed by us (including any non-employee
director who serves as one of our officers in both his director and
officer capacities) or his or her affiliates will have any duty to
refrain from (i) engaging in a corporate opportunity in the same or
similar lines of business in which we or our affiliates now engage
or propose to engage or (ii) otherwise competing with us. In
addition, in the event that any non-employee director acquires
knowledge of a potential transaction or other business opportunity
which may be a corporate opportunity for himself or his affiliates
and for us or our affiliates, such non-employee director will have
no duty to communicate or offer such transaction or business
opportunity to us and may take any such opportunity for themselves
or offer it to another person or entity. The Celanese’s Charter
does not renounce our interest in any business opportunity
expressly offered to a non-employee director solely in his or her
capacity as a director or officer of Celanese. No business
opportunity offered to any non-employee director will be deemed to
be a potential corporate opportunity for us unless we would be
permitted to undertake the opportunity under the Celanese’s
Charter, we have sufficient financial resources to undertake the
opportunity and the opportunity would be in line with our
business.
Removal of Directors
Celanese’s Charter and By-laws provide that directors may be
removed with or without cause and only upon the affirmative vote of
holders of at least 80% of the voting power of all the then
outstanding shares of stock entitled to vote generally in the
election of directors, voting together as a single class. In
addition, Celanese’s Charter also provides that any newly created
directorships and any vacancies on the board of directors will be
filled only by the affirmative vote of the majority of remaining
directors.
No Cumulative Voting
The Delaware General Corporation Law (“DGCL”) provides that
stockholders are not entitled to the right to cumulate votes in the
election of directors unless the charter provides otherwise.
Celanese’s Charter does not expressly provide for cumulative
voting.
Calling of Special Meetings of Stockholders; Stockholder Action by
Written Consent
Celanese’s Charter provides that a special meeting of stockholders
may be called at any time only by the chair of the board of
directors, the board or a committee of the board of directors which
has been granted such authority by the board. The board of
directors may, in its sole discretion, determine that the meeting
shall not be held at any place, but may instead be held in whole or
in part by means of remote communication in accordance with Section
211(a)(2) of the DGCL. The board of directors may postpone,
reschedule or cancel any special meeting of stockholders previously
scheduled.
The DGCL permits stockholder action by written consent unless
otherwise provided by a company’s charter. Celanese’s Charter
precludes stockholder action by written consent.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations
Celanese’s By-laws provide that stockholders of record seeking to
nominate candidates for election as directors or to bring business
before an annual meeting of stockholders must deliver timely notice
of their proposal in proper written form to the secretary of the
corporation at the principal executive offices of the
corporation.
Generally, to be timely, a stockholder’s notice must be received at
Celanese’s principal executive offices not less than 90 days
nor more than 120 days prior to the first anniversary date on
which the proxy materials for the previous year’s annual meeting
were first mailed. Celanese’s By-laws also specify requirements as
to the form and content of a stockholder’s notice. These provisions
may impede stockholders’ ability to bring matters before an annual
meeting of stockholders or make nominations for directors at an
annual meeting of stockholders.
Proxy Access
Celanese's By-laws provide that a stockholder, or a group of up to
20 stockholders, that has continuously owned at least three percent
of the outstanding common stock for three years, may nominate and
include in Celanese's annual meeting proxy materials a number of
director nominees not to exceed the greater of two or 20% of the
number of Celanese directors then serving on the Board of Directors
(rounded down to the nearest whole number), provided that the
stockholder(s) and the nominee(s) satisfy the requirements
specified in the By-laws. Such nominations are subject to
additional eligibility, procedural and disclosure requirements set
forth in the By-laws, including the requirement that Celanese must
receive notice of such nominations not less than 90 days nor more
than 120 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders.
Supermajority Provisions
Under the DGCL, the affirmative vote of a majority of the
outstanding shares entitled to vote is required to amend a
corporation’s certificate of incorporation, and the affirmative
vote of the majority of the shares entitled to vote, present in
person or represented by proxy at any meeting at which a quorum is
present, is required to amend a corporation’s by-laws, unless the
certificate of incorporation or by-laws (in the case of amendments
to the by-laws) requires a greater percentage. Celanese’s Charter
provides that the following provisions in the Charter and By-laws
may be amended only by a vote of at least 80% of the voting power
of all of the outstanding shares of our stock entitled to vote in
the election of directors, voting together as a single
class:
•the
removal of directors;
•the
filling of vacancies on the board of directors and newly created
directorships;
•the
advance notice requirements for stockholder proposals and director
nominations;
•the
ability to call a special meeting of stockholders being vested
solely in the chair of the board of directors, the board of
directors, or a committee of the board of directors (if duly
authorized to call special meetings);
•the
provisions regarding stockholder action by written consent;
and
•the
amendment provision requiring that the above provisions be amended
only with an 80% supermajority vote.
In addition, Celanese’s Charter grants the board of directors the
authority to amend and repeal the By-laws without a stockholder
vote in any manner not inconsistent with the laws of the State of
Delaware or Celanese’s Charter.
Exclusive Forum
Celanese's By-laws provides that a state court located within the
State of Delaware (or if no state court located in Delaware has
jurisdiction, then the federal court for the District of Delaware)
will be the sole and exclusive forum for any derivative action or
proceeding brought on our behalf, any action asserting a claim of
breach of fiduciary duty owed by any of our directors or officers
to us or our stockholders, any action asserting a claim against us
or any of our directors or officers arising pursuant to any
provision of the DGCL or our Certificate of Incorporation or
By-laws (as either may be amended from time to time) or
any
action asserting a claim against us or any of our directors or
officers governed by the internal affairs doctrine, unless Celanese
consents in writing to another jurisdiction.
Limitations on Liability and Indemnification of Officers and
Directors
The DGCL authorizes corporations to limit or eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breaches of directors’ fiduciary duties.
Celanese’s Charter includes a provision that eliminates the
personal liability of directors for monetary damages for actions
taken as a director, except for liability:
•for
breach of duty of loyalty;
•for
acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law;
•under
Section 174 of the DGCL (unlawful dividends or stock
repurchases and redemptions); or
•for
transactions from which the director derived improper personal
benefit.
Celanese’s Charter and By-laws provide that the Company must
indemnify its directors and officers to the fullest extent
authorized by the DGCL. Celanese is also required to advance
certain expenses (including attorneys’ fees and disbursements and
court costs) incurred by officers and directors in defending a
covered proceeding and expressly authorize to carry directors’ and
officers’ insurance providing indemnification for directors,
officers and certain employees for some liabilities. We believe
that these indemnification provisions and insurance are useful to
attract and retain qualified directors and executive
officers.
The limitation of liability and indemnification provisions in
Celanese’s Charter and By-laws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary
duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers,
even though such an action, if successful, might otherwise benefit
the Company and its stockholders. In addition, your investment may
be adversely affected to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these
indemnification provisions.
There is currently no pending material litigation or proceeding
involving any of Celanese’s directors, officers or employees for
which indemnification is sought.
Delaware Anti-takeover Statute
Section 203 of the DGCL applies to Celanese. Under certain
circumstances, Section 203 limits the ability of an interested
stockholder to effect various business combinations with Celanese
for a three-year period following the time that such stockholder
becomes an interested stockholder. For purposes of
Section 203, a “business combination” is broadly defined to
include mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. An “interested
stockholder” is a person who, together with affiliates and
associates, owns, or within the immediately preceding three years
did own, 15% or more of Celanese’s voting stock.
An interested stockholder may not engage in a business combination
transaction with Celanese within the three-year period following
the time that such stockholder became an interested stockholder
unless:
•before
such time, the board approved either the business combination or
the transaction which resulted in the stockholder becoming an
interested stockholder;
•upon
consummation of the transaction in which the stockholder became an
interested stockholder, the interested stockholder owned at least
85% of Celanese’s voting stock (excluding shares owned by officers,
directors or certain employee stock purchase
plans); or
•at
or subsequent to such time the business combination is approved by
the board and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote
of at least 662/3%
of the outstanding voting stock which is not owned by the
interested stockholder.
Transfer Agent and Registrar
Computershare Trust Company, N.A. is the transfer agent and
registrar for Celanese’s Common Stock.
Listing
Celanese’s Common Stock is listed on the NYSE under the symbol
“CE.”
Authorized but Unissued Capital Stock
The DGCL does not require stockholder approval for any issuance of
authorized shares. However, the listing requirements of the NYSE,
which would apply so long as Celanese’s Common Stock is listed on
the NYSE, require stockholder approval of certain issuances equal
to or exceeding 20% of the then-outstanding voting power or then
outstanding number of shares of Common Stock. These additional
shares may be used for a variety of corporate purposes, including
future public offerings, to raise additional capital or to
facilitate acquisitions.
One of the effects of the existence of unissued and unreserved
common stock may be to enable Celanese’s board of directors to
issue shares to persons friendly to current management, which
issuance could render more difficult or discourage an attempt to
obtain control of the Company by means of a merger, tender offer,
proxy contest or otherwise, and thereby protect the continuity of
management and possibly deprive the stockholders of opportunities
to sell their shares of common stock at prices higher than
prevailing market prices.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following is a general description of the debt securities that
we may offer from time to time. The particular terms of the debt
securities offered by any prospectus supplement and the extent, if
any, to which the general provisions described below may apply to
those securities will be described in the applicable prospectus
supplement. As you read this section, please remember that the
specific terms of a debt security as described in the applicable
prospectus supplement will supplement and may modify or replace the
general terms described in this section. If there are any
differences between the applicable prospectus supplement and this
prospectus, the applicable prospectus supplement will control. As a
result, the statements we make in this section may not apply to the
debt security you purchase.
The registered holder of any debt security will be treated as the
owner of it for all purposes. Only registered holders will have
rights under the applicable indenture.
General
The debt securities that we may offer will be either senior debt
securities or subordinated debt securities. Any senior debt
securities will be issued under an indenture, which we refer to as
the senior indenture, entered into or to be entered into between us
and U.S. Bank Trust Company, National Association, or another
trustee chosen by us and named in the applicable prospectus
supplement. Any subordinated debt securities will be issued under a
different indenture, which we refer to as the subordinated
indenture, to be entered into between us and U.S. Bank Trust
Company, National Association, or another trustee chosen by us and
named in the applicable prospectus supplement. We refer to both the
senior indenture and the subordinated indenture as the indentures,
and to each of the trustees under the indentures as a trustee. In
addition, the indentures may be supplemented or amended as
necessary to set forth the terms of the debt securities issued
under the indentures. You should read the indentures, including any
amendments or supplements, carefully to fully understand the terms
of the debt securities. The terms of the debt securities will
include those stated in the indentures and those made part of the
indentures by reference to the Trust Indenture Act of
1939.
Any senior debt securities that Celanese US may issue will be our
unsubordinated obligations. They will rank equally with each other
and all of our other unsubordinated debt, unless otherwise
indicated in the applicable prospectus supplement. Any subordinated
debt securities that Celanese US may issue will be subordinated in
right of payment to the prior payment in full of our senior debt.
See “Ranking.” The subordinated debt securities will rank equally
with each other, unless otherwise indicated in the applicable
prospectus supplement. We will indicate in each applicable
prospectus supplement, as of the most recent practicable date, the
aggregate amount of our outstanding debt that would rank senior to
the subordinated debt securities.
The indentures will not limit the amount of debt securities that
can be issued thereunder and will provide that debt securities of
any series may be issued thereunder up to the aggregate principal
amount that we may authorize from time to time. Unless otherwise
provided in the applicable prospectus supplement, the indentures
will not limit the amount of other indebtedness or securities that
Celanese US may issue. Celanese US may issue debt securities of the
same series at more than one time and, unless prohibited by the
terms of the series, we may reopen a series for issuances of
additional debt securities without the consent of the holders of
the outstanding debt securities of that series. All debt securities
issued as a series, including those issued pursuant to any
reopening of a series, will vote together as a single
class.
Reference is made to the prospectus supplement for the following
and other possible terms of each series of the debt securities with
respect to which this prospectus is being delivered:
•the
title of the debt securities;
•any
limit upon the aggregate principal amount of the debt securities of
that series that may be authenticated and delivered under the
applicable indenture, except for debt securities authenticated and
delivered upon registration of transfer of, or in exchange for or
in lieu of, other debt securities of that series;
•the
date or dates on which the principal and premium, if any, of the
debt securities of the series is payable;
•the
rate or rates, which may be fixed or variable, at which the debt
securities of the series shall bear interest or the manner of
calculation of such rate or rates, if any, including any procedures
to vary or reset such rate or rates, and the basis upon which
interest will be calculated if other than that of a 360-day year of
twelve 30-day months;
•the
place or places where the principal of and interest, if any, on the
debt securities of the series shall be payable, where the debt
securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon us
with respect to the debt securities of such series and the
applicable indenture may be served, and the method of such payment,
if by wire transfer, mail or other means if other than as set forth
in the applicable indenture;
•the
date or dates from which such interest shall accrue, the dates on
which such interest will be payable or the manner of determination
of such dates, and the record date for the determination of holders
to whom interest is payable on any such dates;
•any
trustees, authenticating agents or paying agents with respect to
such series, if different from those set forth in the applicable
indenture;
•the
right, if any, to extend the interest payment periods or defer the
payment of interest and the duration of such extension or
deferral;
•if
applicable, the period or periods within which, the price or prices
at which and the terms and conditions upon which, debt securities
of the series may be redeemed, in whole or in part, at our
option;
•our
obligation, if any, to redeem, purchase or repay debt securities of
the series pursuant to any sinking fund or analogous provisions,
including payments made in cash in anticipation of future sinking
fund obligations, or at the option of a holder thereof and the
period or periods within which, the price or prices at which, and
the terms and conditions upon which, debt securities of the series
shall be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation;
•the
form of the debt securities of the series including the form of the
trustee’s certificate of authentication for such
series;
•if
other than denominations of $1,000 or integral multiples of $1,000
in excess thereof, the denominations in which the debt securities
of the series shall be issuable;
•the
currency or currencies in which payment of the principal of,
premium, if any, and interest on, debt securities of the series
shall be payable;
•if
the principal amount payable at the stated maturity of debt
securities of the series will not be determinable as of any one or
more dates prior to such stated maturity, the amount which will be
deemed to be such principal amount as of any such date for any
purpose, including the portion of the principal amount thereof that
will be due and payable upon declaration of acceleration of the
maturity thereof or upon any maturity other than the stated
maturity or that will be deemed to be outstanding as of any such
date, or, in any such case, the manner in which such deemed
principal amount is to be determined;
•the
terms of any repurchase or remarketing rights;
•if
the debt securities of the series shall be issued in whole or in
part in the form of a global security or securities, the type of
global security to be issued; the terms and conditions, if
different from those contained in the applicable indenture, upon
which such global security or securities may be exchanged in whole
or in part for other individual securities in definitive registered
form; the depositary for such global security or securities; and
the form of any legend or legends to be borne by any such global
security or securities in addition to or in lieu of the legends
referred to in the applicable indenture;
•whether
the debt securities of the series will be convertible into or
exchangeable for other securities, and, if so, the terms and
conditions upon which such debt securities will be so convertible
or exchangeable, including the initial conversion or exchange price
or rate or the method of calculation, how and when the conversion
price or exchange ratio may be adjusted, whether conversion or
exchange is mandatory, at the option of the holder or at our
option, the conversion or exchange period, and any other provision
in addition to or in lieu of those described herein;
•any
additional restrictive covenants or events of default that will
apply to the debt securities of the series, or any changes to the
restrictive covenants set forth in the applicable indenture that
will apply to the debt securities of the series, which may consist
of establishing different terms or provisions from those set forth
in the applicable indenture or eliminating any such restrictive
covenant or event of default with respect to the debt securities of
the series;
•any
provisions granting special rights to holders when a specified
event occurs;
•if
the amount of principal or any premium or interest on debt
securities of a series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts will be
determined;
•any
special tax implications of the debt securities, including
provisions for original issue discount securities, if
offered;
•whether
and upon what terms debt securities of a series may be defeased if
different from the provisions set forth in the applicable
indenture;
•with
regard to the debt securities of any series that do not bear
interest, the dates for certain required reports to the
trustee;
•whether
the debt securities of the series will be issued as unrestricted
securities or restricted securities, and, if issued as restricted
securities, the rule or regulation promulgated under the Securities
Act in reliance on which they will be sold;
•any
guarantees on the debt securities, supplemental to the guarantee by
Celanese, and the terms and conditions upon which any guarantees,
including the guarantee by Celanese, may be released or
terminated;
•the
provisions, if any, relating to any security provided for the debt
securities of the series;
•any
depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to debt securities
of such series if other than those appointed in the applicable
indenture;
•if
the debt securities are subordinated debt securities, the
subordination terms of the debt securities; and
•any
and all additional, eliminated or changed terms that shall apply to
the debt securities of the series, including any terms that may be
required by or advisable under United States laws or regulations,
including the Securities Act and the rules and regulations
promulgated thereunder, or advisable in connection with the
marketing of debt securities of that series.
We will comply with Section 14(e) under the Exchange Act, to
the extent applicable, and any other tender offer rules under the
Exchange Act that may then be applicable, in connection with any
obligation to purchase debt securities at the option of the holders
thereof. Any such obligation applicable to a series of debt
securities will be described in the prospectus supplement relating
thereto.
Unless otherwise described in a prospectus supplement relating to
any debt securities, there will be no covenants or provisions
contained in the indentures that may afford the holders of debt
securities protection in the event that we enter into a highly
leveraged transaction.
The statements made hereunder relating to the indentures and any
debt securities that Celanese US may issue are summaries of certain
provisions thereof and are qualified in their entirety by reference
to all provisions of the indentures and the debt securities and the
descriptions thereof, if different, in the applicable prospectus
supplement.
Payments on the Debt Securities
Principal of, premium, if any, and interest on the debt securities
will be payable at the office or agency maintained by Celanese US
for such purposes;
provided
that all payments of principal, premium, if any, and interest with
respect to the debt securities represented by one or more global
securities registered in the name of or held by The Depository
Trust Company (“DTC”) or its nominee will be made through the
facilities of DTC. Until otherwise designated by Celanese US,
Celanese US’s office or agency will be the office of the trustee
maintained for such purpose.
Paying Agent and Registrar for the Debt Securities
The trustee will initially act as paying agent and registrar.
Celanese US may change the paying agent or registrar without prior
notice to the holders, and Celanese US, Celanese or any of their
subsidiaries may act as paying agent or registrar.
Transfer and Exchange
A holder may transfer or exchange debt securities in accordance
with the applicable indenture. Holders will be required to pay all
taxes due on transfer. Celanese US will not be required to transfer
or exchange any debt security selected for redemption or
repurchase. Also, Celanese US will not be required to transfer or
exchange any debt security for a period of 15 days before a
selection of debt securities to be redeemed or
repurchased.
Guarantees
The debt securities of any series will be guaranteed by Celanese
and, to the extent specified in the applicable prospectus
supplement, may be guaranteed by subsidiary guarantors. Each
prospectus supplement will describe, as to the debt securities
to
which it relates, any guarantees by the subsidiary guarantors,
including the terms of subordination, if any, of any such
guarantee.
Ranking
Senior Debt Securities
Any series of senior debt securities will be general obligations of
Celanese US that rank senior in right of payment to all existing
and future indebtedness that is expressly subordinated in right of
payment to the senior debt securities. Any series of senior debt
securities will rank equally in right of payment with all existing
and future liabilities of Celanese US that are not so subordinated.
Any series of senior unsecured debt securities will be effectively
subordinated to all of Celanese US’s secured indebtedness (to the
extent of the value of the assets securing such indebtedness) and
liabilities of our subsidiaries that do not guarantee the series of
senior debt securities.
Subordinated Debt Securities
We will set forth in the applicable prospectus supplement the terms
and conditions, if any, upon which any series of subordinated debt
securities is subordinated to debt securities of another series or
to our other indebtedness. The terms will include a description
of:
•the
indebtedness ranking senior to the debt securities being
offered;
•the
restrictions, if any, on payments to the holders of the debt
securities being offered while a default with respect to the senior
indebtedness is continuing; and
•the
provisions requiring holders of the debt securities being offered
to remit some payments to the holders of senior
indebtedness.
Redemption
If specified in the applicable prospectus supplement, we may redeem
the debt securities of any series, as a whole or in part, at our
option on and after the dates and in accordance with the terms
established for such series, if any, in the applicable prospectus
supplement. If we redeem the debt securities of any series, we also
must pay accrued and unpaid interest, if any, to the date of
redemption on such debt securities.
Certain Covenants
Merger, Consolidation or Sale of Assets
Neither Celanese US nor Celanese may, directly or indirectly:
(1) consolidate or merge with or into or wind up into another
person (whether or not Celanese US is the surviving person); or
(2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its properties or assets, in one or more
related transactions, to another person; unless:
(1)either:
(a) Celanese US or Celanese, as the case may be, is the
surviving person; or (b) the person formed by or surviving any
such consolidation or merger (if other than Celanese US or
Celanese, as the case may be) or to which such sale, assignment,
transfer, conveyance or other disposition has been made is a
corporation, limited liability company or limited partnership
organized or existing under the laws of the jurisdiction of
organization of Celanese US or the United States, any state of the
United States, the District of Columbia or any territory thereof
(Celanese US or such person, as the case may be, hereinafter
referred to as the Successor Company);
(2)the
Successor Company (if other than Celanese US or Celanese, as the
case may be) expressly assumes all the obligations of Celanese US
or Celanese, as the case may be, under the debt securities and the
applicable indenture;
(3)immediately
after such transaction no default or Event of Default
exists; and
(4)Celanese
US or Celanese, as the case may be, shall have delivered to the
trustee a certificate from a responsible officer and an opinion of
counsel, each stating that such consolidation, merger or transfer
and such amendment or supplement (if any) comply with the
applicable indenture.
The Successor Company will succeed to, and be substituted for,
Celanese US or Celanese, as the case may be, under the applicable
indenture and the debt securities.
Reports
So long as any debt securities are outstanding, Celanese US shall
file with the trustee, within 15 days after Celanese files
with the SEC, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of
the forgoing as the SEC may from time to time by rules and
regulations prescribe) that Celanese may be required to file with
the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act. Celanese US shall be deemed to have complied with the
previous sentence to the extent that such information, documents
and reports are filed with the SEC via EDGAR, or any successor
electronic delivery procedure. Delivery of such reports,
information and documents to the trustee is for informational
purposes only and the trustee’s receipt of such shall not
constitute constructive notice of any information contained therein
or determinable from information contained therein, including
Celanese US’s compliance with any of its covenants under the
applicable indenture (as to which the trustee is entitled to rely
exclusively on officer’s certificates).
Events of Default and Remedies
The following will be “Events of Default” with respect to debt
securities of a particular series, except to the extent provided in
the supplemental indenture or resolution of our board of directors
pursuant to which a series of debt securities is
issued:
(1)Celanese
US defaults in payment when due and payable, upon redemption,
acceleration or otherwise, of principal of, or premium, if any, on
the debt securities;
(2)Celanese
US defaults in the payment when due of interest on or with respect
to the debt securities and such default continues for a period of
30 days;
(3)Celanese
US defaults in the performance of, or breaches any covenant,
warranty or other agreement contained in the applicable indenture
(other than a default in the performance or breach of a covenant,
warranty or agreement which is specifically dealt with in
clauses (1) or (2) above) and such default or breach
continues for a period of 90 days after the notice specified
below;
(4)certain
events of bankruptcy affecting Celanese US;
(5)Celanese’s
guarantee with respect to such series of securities shall for any
reason cease to be, or shall for any reason be asserted in writing
by Celanese or Celanese US not to be, in full force and effect and
enforceable in accordance with its terms except to the extent
contemplated by the applicable indenture and such
guarantee; or
(6)any
other Event of Default provided in the applicable supplemental
indenture or resolution of the board of directors under which such
series of securities is issued or in the form of security for such
series.
A default under one series of debt securities issued under the
applicable indenture will not necessarily be a default under
another series of debt securities under such indenture. The trustee
may withhold notice to the holders of a series of debt securities
issued under such indenture of any default or event of default
(except in any payment on the debt securities of such series) if
the trustee considers it in the interest of the holders of the debt
securities of that series to do so.
If an Event of Default (other than an Event of Default specified in
clause (4) or (5) above) for a series of debt securities
shall occur and be continuing, the trustee or the holders of at
least 25% in principal amount of outstanding debt securities of
that series may declare the principal of and accrued interest on
such debt securities to be due and payable by notice in writing to
Celanese US and the trustee specifying the respective Event of
Default and that it is a “notice of acceleration” (“Acceleration
Notice”), and the same shall become immediately due and payable.
Notwithstanding the foregoing, if an Event of Default specified in
clause (4) or (5) above occurs and is continuing, then
all unpaid principal of, and premium, if any, and accrued and
unpaid interest on all of the outstanding debt securities shall
ipso facto become and be immediately due and payable without any
declaration or other act on the part of the trustee or any holder
of the debt securities.
The holders of a majority in principal amount of the debt
securities of such series then outstanding may waive any existing
default or Event of Default and its consequences, except a default
in the payment of the principal of or interest on such debt
securities.
Holders of debt securities of any series may not enforce the
applicable indenture or the debt securities of that series except
as provided in the applicable indenture and under the
Trust Indenture Act of 1939, as amended. Subject to the
provisions of the
applicable indenture relating to the duties of the trustee, the
trustee will be under no obligation to exercise any of its rights
or powers under the indenture at the request, order or direction of
any of the holders of the debt securities of any series, unless
such holders have offered to the trustee reasonable indemnity.
Subject to all provisions of the applicable indenture and
applicable law, the holders of a majority in aggregate principal
amount of a series of the then outstanding debt securities of such
series issued under such indenture will have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power
conferred on the trustee.
Celanese US and Celanese will be required to deliver to the trustee
annually a statement regarding compliance with the
indentures.
No Personal Liability of Directors, Officers, Employees and
Stockholders
No director, officer, employee, incorporator or stockholder of
Celanese, Celanese US or any guarantor subsidiary or any direct or
indirect parent entity, as such, will have any liability for any
obligations of Celanese, Celanese US or any guarantor subsidiary
under the debt securities, the indentures, any guarantee or for any
claim based on, in respect of, or by reason of, such obligations or
their creation. Each holder of debt securities by accepting a debt
security waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the debt
securities. The waiver may not be effective to waive liabilities
under the federal securities laws.
Satisfaction and Discharge of Indentures
The applicable indenture shall cease to be of further effect with
respect to a series of debt securities when either:
(1)Celanese
US has delivered to the trustee for cancellation all outstanding
securities of such series, other than any securities that have been
destroyed, lost or stolen and that have been replaced or paid as
provided in such indenture;
(2)all
outstanding securities of such series have become due and payable
or are by their terms to become due and payable within one year or
are to be called for redemption within one year under arrangements
satisfactory to the trustee for the giving of notice of redemption,
and Celanese US or Celanese shall have irrevocably deposited with
the trustee as trust funds the entire amount, in funds or
governmental obligations, or a combination thereof, sufficient, in
the opinion of a nationally recognized firm of independent public
accountants, to pay at maturity or upon redemption all securities
of such series; or
(3)Celanese
US has properly fulfilled any other means of satisfaction and
discharge that may be set forth in the terms of the securities of
such series.
In each case, Celanese US will also pay all other sums payable by
it under the applicable indenture with respect to the securities of
such series.
Defeasance
The term defeasance means the discharge of some or all of Celanese
US’s obligations under the applicable indenture. If Celanese US
deposits with the trustee funds or government securities sufficient
to make payments on any series of debt securities on the dates
those payments are due and payable, then, at Celanese US’s option,
either of the following will occur:
(1)Celanese
US and Celanese will be discharged from obligations with respect to
the debt securities of such series (legal
defeasance); or
(2)Celanese
US and Celanese will no longer have any obligation to comply with
the restrictive covenants under the applicable indenture, and the
related events of default will no longer apply to us (covenant
defeasance).
If Celanese US defeases any series of debt securities, the holders
of the defeased debt securities of such series will not be entitled
to the benefits of the indenture under which such series was
issued, except for Celanese US’s obligation to register the
transfer or exchange of the debt securities of such series, replace
stolen, lost or mutilated debt securities or maintain paying
agencies and hold moneys for payment in trust. In the case of
covenant defeasance, Celanese US’s obligation to pay principal,
premium and interest on the debt securities of such series will
also survive. Celanese US will be required to deliver to the
trustee an opinion of counsel that the deposit and related
defeasance would not cause the holders of the debt securities of
such series to recognize income, gain or loss for federal income
tax purposes. If Celanese US elects legal defeasance, that opinion
of counsel must be based upon a ruling from the United States
Internal Revenue Service or a change in law to that
effect.
Amendment, Supplement and Waiver
Except as provided in the next two succeeding paragraphs, an
indenture or the debt securities of any series issued thereunder
may be amended or supplemented with the consent of the holders of
at least a majority in principal amount of the debt securities of
each series at the time outstanding that is affected voting as a
single class (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer
for, debt securities), and any existing default or compliance with
any provision of the indenture or the debt securities of any series
issued thereunder may be waived with the consent of the holders of
a majority in principal amount of each series of debt securities at
the time outstanding that is affected voting as a single class
(including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, debt
securities).
Without the consent of each holder affected thereby, an amendment
or waiver may not (with respect to any debt securities held by a
non-consenting holder):
(1)reduce
the amount of debt securities of any series whose holders must
consent to an amendment, supplement or waiver;
(2)reduce
the rate of or change the time for payment of interest on the debt
securities of any series;
(3)reduce
the principal or change the stated maturity of any debt securities
of any series;
(4)reduce
any premium payable on the redemption of any debt security or
change the time at which any debt security may or must be
redeemed;
(5)make
payments on any debt security payable in currency other than as
originally stated in such debt security;
(6)impair
the holder’s right to institute suit for the enforcement of any
payment on any debt security;
(7)make
any change in the percentage of principal amount of the debt
securities of any series necessary to waive compliance with certain
provisions of the indenture under which such debt securities were
issued or to make any change in this provision for
modification; or
(8)waive
a continuing default or event of default regarding any payment on
the debt securities of any series.
Notwithstanding the preceding, without the consent of any holder of
debt securities, Celanese US, Celanese and the trustee may amend or
supplement an indenture or the applicable debt securities issued
thereunder:
(1)to
cure any ambiguity, omission, defect or inconsistency;
(2)to
provide for the assumption of the obligations of Celanese or
Celanese US under the indenture by a successor upon any merger,
consolidation or transfer of substantially all of the assets of
Celanese US or Celanese, as applicable;
(3)to
provide for uncertificated debt securities in addition to or in
place of certificated debt securities;
(4)to
provide any security for or guarantees of the debt securities or
for the addition of an additional obligor on the debt
securities;
(5)to
comply with any requirement to effect or maintain the qualification
of the indenture under the Trust Indenture Act of 1939, as
amended, if applicable;
(6)to
add covenants that would benefit the holders of any outstanding
series of debt securities or to surrender any rights of Celanese US
or Celanese under the indenture;
(7)to
add additional Events of Default with respect to any series of debt
securities;
(8)to
change or eliminate any of the provisions of the indenture,
provided that any such change or elimination shall not become
effective with respect to any outstanding debt security of any
series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such
provision;
(9)to
provide for the issuance of and establish forms and terms and
conditions of a new series of debt securities;
(10)to
permit or facilitate the defeasance and discharge of the debt
securities;
(11)to
issue additional debt securities of any series; provided that such
additional debt securities have the same terms as, and be deemed
part of the same series as, the applicable series of debt
securities to the extent required under the indenture;
(12)to
make any change that does not adversely affect the rights of any
holder of outstanding debt securities in any material
respect; or
(13)to
evidence and provide for the acceptance of appointment by a
successor trustee with respect to the debt securities of one or
more series and to add to or change any of the provisions of the
indenture as shall be necessary to provide for or facilitate the
administration of the trust by more than one trustee.
Concerning the Trustee
If an Event of Default occurs and is continuing, the trustee will
be required to use the degree of care and skill of a prudent man in
the conduct of his own affairs. The trustee will become obligated
to exercise any of its powers under the applicable indenture at the
request of any of the holders of any debt securities issued under
such indenture only after those holders have furnished the trustee
indemnity reasonably satisfactory to it.
If the trustee becomes a creditor of ours, it will be subject to
limitations in the indentures on its rights to obtain payment of
claims or to realize on certain property received for any such
claim, as security or otherwise. The trustee is permitted to engage
in other transactions with us. If, however, it acquires any
conflicting interest, it must eliminate such conflict, resign or
obtain an order from the SEC permitting it to remain as
trustee.
Governing Law
The indentures, the debt securities and the guarantees are or will
be governed by, and construed in accordance with, the laws of the
State of New York.
PLAN OF DISTRIBUTION
We may sell the securities offered pursuant to this prospectus in
any of the following ways:
•directly
to one or more purchasers;
•through
agents;
•through
underwriters, brokers or dealers; or
•through
a combination of any of these methods of sale.
We will identify the specific plan of distribution, including any
underwriters, brokers, dealers, agents or direct purchasers and
their compensation in the applicable prospectus
supplement.
VALIDITY OF THE SECURITIES
Gibson, Dunn & Crutcher LLP, New York, New York, has
rendered an opinion with respect to the validity of the securities
being offered by this prospectus. We have filed the opinion as an
exhibit to the registration statement of which this prospectus is a
part. If the validity of any securities is also passed upon by
counsel for the underwriters of an offering of those securities,
that counsel will be named in the prospectus supplement relating to
that offering.
EXPERTS
The consolidated financial statements of the Company as of
December 31, 2022 and 2021 and for each of the years in the
three-year period ended December 31, 2022, and management’s
assessment of the effectiveness of internal control over financial
reporting as of December 31, 2022 have been incorporated by
reference herein in reliance upon the report of KPMG LLP,
independent registered public accounting firm, incorporated by
reference herein, and upon the authority of said firm as experts in
accounting and auditing.
The audited historical financial statements of the M&M Business
incorporated into this prospectus by reference to Celanese
Corporation’s Current Report on Form 8-K dated June 27, 2022 have
been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent auditors, given on the
authority of said firm as experts in auditing and
accounting.
__________________________________________________
Celanese Corporation
COMMON STOCK
PREFERRED STOCK
GUARANTEES OF DEBT SECURITIES
Celanese US Holdings LLC
DEBT SECURITIES
PROSPECTUS
March 31, 2023
__________________________________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable in
connection with the distribution of the securities being
registered. All amounts are estimated.
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Amount |
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SEC registration fee |
$ |
(1)
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Legal fees and expenses |
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(2)
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Printing fees and expenses |
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(2)
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Trustee fees and expenses |
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(2)
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Blue Sky fees and expenses |
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(2)
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Accounting fees and expenses |
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(2)
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Rating agency fees |
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(2)
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Miscellaneous expenses |
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(2)
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Total |
$ |
(2)
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______________________________
(1) To
be deferred pursuant to Rule 456(b) and calculated in
connection with the offering of securities under this registration
statement pursuant to Rule 457(r).
(2) An
estimate of the aggregate amount of these expenses will be
reflected in the applicable prospectus supplement.
Item 15.
Indemnification of Directors and Officers
Celanese Corporation
Celanese Corporation (“Celanese”) is a Delaware corporation.
Section 145(a) of the Delaware General Corporation Law
(“DGCL”) provides that a Delaware corporation may indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other
than an action by or in the right of the corporation, by reason of
the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
Section 145(b) of the DGCL provides that a Delaware
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against
expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only
to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem
proper.
Further subsections of DGCL Section 145 provide
that:
(1)to
the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in the
defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145 or in the
defense of any claim, issue or matter therein, such person shall be
indemnified against expenses, including attorneys’ fees, actually
and reasonably incurred by such person in connection
therewith;
(2)any
indemnification under subsections (a) and (b) of Section 145 of the
DGCL (unless ordered by a court) will be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person
has met the applicable standard of conduct set forth in subsections
(a) and (b) of Section 145. Such determination will be made, with
respect to a person who is a director or officer at the time of
such determination, (1) by a majority vote of the directors who are
not parties to such action, suit or proceeding, even though less
than a quorum, or (2) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum,
or (3) if there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion, or (4)
by the stockholders. Expenses (including attorneys’ fees) incurred
by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is
ultimately determined that such person is not entitled to be
indemnified by the corporation as authorized in this section. Such
expenses (including attorneys’ fees) incurred by former directors
and officers or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
The indemnification and advancement of expenses provided for
pursuant to Section 145 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement
of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or
otherwise; and
(3)the
corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of
such person’s status as such, whether or not the corporation would
have the power to indemnify such person against such liability
under Section 145.
Section 145 of the DGCL makes provision for the
indemnification of officers and directors in terms sufficiently
broad to indemnify officers and directors of Celanese under certain
circumstances from liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as
amended. Celanese’s Certificate of Incorporation and By-laws
provide, in effect, that, to the fullest extent and under the
circumstances permitted by Section 145 of the DGCL, Celanese
will indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was a
director or officer of Celanese or, if at the time when he or she
was a director or officer of Celanese, is or was serving at the
request of, or to represent the interests of, Celanese as a
director, officer, partner, member, trustee, fiduciary, employee or
agent of another corporation or enterprise. Celanese may, in its
discretion, similarly indemnify its employees and
agents.
Celanese has established an Employee Indemnification Policy that
provides that Celanese and its subsidiaries will indemnify and hold
harmless each director and officer against any taxes, interest,
penalties, reasonable expenses (including reasonable counsel fees),
judgments, settlement costs, fines, liabilities, damages, fees or
other charges assessed against, suffered, or incurred by such
indemnified employee in any action, arbitration, audit, hearing,
investigation, litigation, suit or claim (whether criminal, civil,
or administrative) as a direct or indirect result of such
indemnified employee’s service (i) as an administrator,
fiduciary, officer, trustee, custodian, agent, employee or other
representative of any employee benefit plan sponsored by Celanese
or its subsidiaries or (ii) as a director, manager or officer
of any of Celanese’s subsidiaries, unless it is finally judicially
determined that: (a) the act, omission, or failure to act of
the indemnified employee was material to the claim; and (b)(1) the
act or omission was committed in bad faith or was the result of
active and deliberate dishonesty, or (2) the indemnified
employee actually received an improper personal benefit in money,
property or services. The Employee Indemnification Policy also
provides for reimbursement of reasonable expenses (including
reasonable legal fees) incurred in the investigation of any such
matter.
To the fullest extent permitted by the DGCL, the By-laws of
Celanese relieve its directors and officers, and directors and
officers of affiliated subsidiaries, from expenses incurred in
connection with a compelled action brought by or in the right of
Celanese if such director or officer acted in good faith and in a
manner such director or officer reasonably believed to not be in or
opposed to Celanese’s best interests. However, the By-laws of
Celanese provide that a director or officer shall not be
indemnified for any claim, issue or matter as to which such
director or officer is adjudged liable to Celanese unless, and only
to the extent that, the Delaware Court of Chancery or the court in
which such judgment is rendered determines that, despite the
adjudication of liability but in view of all the circumstances of
the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses and costs as such court
deems proper.
In addition, Section 102(b)(7) of the DGCL provides that a
corporation is restricted from relieving its directors from
personal liability to such corporation or its stockholders for
monetary damages for any breach of their fiduciary duty as
directors (i) for a breach of the duty of loyalty,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) for willful or negligent violations of certain
provisions of the DGCL imposing certain requirements with respect
to stock repurchases, redemptions and dividends, or (iv) for
any transactions from which the director derived an improper
personal benefit.
Celanese currently maintains an insurance policy which, within the
limits and subject to the terms and conditions thereof, covers
certain expenses and liabilities that may be incurred by directors
and officers in connection with proceedings that may be brought
against them as a result of an act or omission committed or
suffered while acting as a director or officer of
Celanese.
Celanese US Holdings LLC
Celanese US Holdings LLC is a Delaware limited liability company
managed and operated by its sole member. Section 18-108 of the
Delaware Limited Liability Company Act (“DLLCA”) provides that,
subject to such standards and restrictions, if any, as are set
forth in its limited liability company agreement, a Delaware
limited liability company may, and shall have the power to,
indemnify and hold harmless any member or manager or other person
from and against any and all claims and demands
whatsoever.
The limited liability company agreement of Celanese US Holdings LLC
provides that its member and any officer of Celanese US Holdings
LLC shall be entitled to indemnification for any loss, damage or
claim incurred by the member or officer by reason of any act or
omission performed or omitted by the member or officer in good
faith on behalf of Celanese US Holdings LLC and in a manner
reasonably believed to be within the scope of the authority
conferred on the member or officer by the limited liability company
agreement, except that the member or officer is not entitled to
indemnification for any loss, damage or claim incurred by the
member by reason of the member or officer’s gross negligence or
willful misconduct.
Co-Registrants
Certain officers and other employees of Celanese serve at the
request of Celanese as a director, officer, manager, employee or
agent of the co-registrants, and thus may be entitled to
indemnification under the provisions set forth above. In addition
to potential indemnification by Celanese, the directors, officers,
managers, employees and agents of the co-registrants are also
entitled to indemnification and exculpation for certain monetary
damages to the extent provided in the applicable co-registrant’s
organizational documents or under the laws under which the
co-registrants are organized as described below. In addition,
directors and officers of the co-registrants are entitled to
indemnification pursuant to the Employee Indemnification Policy
described above.
Delaware Corporations
The co-registrants that are Delaware corporations are subject to
the provisions of the DGCL described above with respect to
Celanese. The certificates of incorporation and by-laws of these
co-registrants provide, in effect, that, to the fullest extent and
under the circumstances permitted by the DGCL, each co-registrant
that is a Delaware corporation will indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether or not by
or in the right of such co-registrant, and whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact
that such person is or was a director, officer or employee of such
co-registrant, or is or was serving at the request of such
co-registrant as a director, officer, employee or agent of another
corporation or enterprise.
Delaware Limited Liability Companies
Celanese Americas LLC, CNA Holdings LLC and Ticona LLC are each
managed and operated by the limited liability company’s sole
member. Celanese Acetate LLC, KEP Americas Engineering Plastics,
LLC and Celanese Global Relocation LLC are each managed and
operated by a board of managers appointed by the limited liability
company’s sole member. These co-registrants are subject to
Section 18-108 of the DLLCA, which is described above with
respect to Celanese US Holdings LLC.
The limited liability company agreements of Celanese Americas LLC,
CNA Holdings LLC and Ticona LLC provide that each of these
co-registrants shall, to the fullest extent permitted by applicable
law, indemnify and hold harmless any person made or threatened to
be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
manager or officer of these co-registrants or is or was serving at
the request of these co-registrants as a director or officer of
another corporation, partnership, joint venture, trust or other
enterprise. The aforementioned co-registrants may also indemnify,
to the fullest extent permitted by applicable law, any person made
or threatened to be made party to any proceeding by reason of the
fact that such person is or was an employee or agent of the
co-registrants, or is or was serving at their request as an
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
The limited liability company agreements of Celanese Acetate LLC
and KEP Americas Engineering Plastics, LLC provide that each of
these co-registrants shall, to the fullest extent permitted by
applicable law, indemnify and hold harmless any person who was or
is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he, or a person for whom he is the legal representative, is or
was a manager, officer or employee of these co-registrants or,
while a manager, officer or employee of the aforementioned
co-registrants, is or was serving at the written request of these
co-registrants as a director, officer, manager, employee or agent
of another limited liability company or of a corporation,
partnership, joint venture, trust, non-profit entity, or any other
enterprise, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses
actually and reasonably incurred by such indemnified person.
Notwithstanding the preceding sentence, the aforementioned
co-registrants are not required to provide indemnification to a
person in connection with a proceeding (or part thereof) commenced
by such person if such proceeding (or part thereof) was not
authorized by the sole member of such co-registrant.
The limited liability company agreement of Celanese Global
Relocation LLC provides that it will indemnify and hold harmless,
to the fullest extent permitted by law, any person who was or is
made or is threatened to be made a party or is otherwise involved
in any action, suit or proceeding whether civil, criminal,
administrative or investigative, by reason of the fact that he, or
a person for whom he is the legal representative, is or was a
manager, officer or employee of Celanese Global Relocation LLC or,
while a manager, officer or employee of Celanese Global Relocation
LLC serving at the written request of Celanese Global Relocation
LLC as a director, officer, manager, employee or agent of another
limited liability company or of a corporation, partnership, joint
venture, trust, enterprise or nonprofit entity including service
with respect to employee benefit plans, against all liability and
loss suffered and expenses reasonably incurred by the indemnified
person. Celanese Global
Relocation LLC will indemnify the aforementioned persons in
connection with a proceeding commenced by such person only if the
commencement of such proceeding (or part thereof) by the person was
authorized by its sole member.
Texas Limited Partnerships
Celanese Ltd. and Celanese Sales U.S. Ltd. are Texas limited
partnerships that are managed and operated by the employees,
officers and directors of their general partner, Celanese
International Corporation. Chapter 8 of the Texas Business
Organizations Code (“TBOC”) requires a limited partnership to
indemnify a general partner or former general partner who incurs
expenses in connection with a legal proceeding relating to such
current or former general partner’s position with the partnership.
Indemnification is mandatory only if (i) the current or former
general partner is wholly successful in the underlying legal
proceeding, and (ii) such indemnification is not otherwise
prohibited by a written partnership agreement.
Additionally, Chapter 8 permits a limited partnership to
indemnify a general partner or former general partner who acted in
good faith and reasonably believed that (i) the conduct was in
the partnership’s best interests (if performed in the general
partner’s official capacity), or (ii) the conduct was not
opposed to the partnership’s best interests (if performed outside
of the general partner’s official capacity). In the case of a
criminal proceeding, indemnification is permitted only if the
general partner did not have a reasonable cause to believe its
conduct was unlawful. Chapter 8 permits indemnification of a
general partner without the necessity of indemnification provisions
in the partnership agreement. In the absence of such provisions,
however, the partnership must make the determination to indemnify a
general partner according to the guidelines provided in
Section 8.103 of the TBOC.
In all instances, Chapter 8 prohibits a limited partnership
from indemnifying a general partner or former general partner in
relation to a proceeding in which the general partner is found to
be liable for (i) willful or intentional misconduct,
(ii) breach of the duty of loyalty or (iii) an act or
omission not in good faith constituting a breach of the general
partner’s duty to the partnership.
Chapter 8 provides that limited partners, employees and others
who are not also general partners may be indemnified by provisions
in the partnership agreement, by contract, by common law or through
other action by the partnership’s governing authority.
The Amended and Restated Agreement of Limited Partnership of
Celanese Ltd. and the Agreement of Limited Partnership of Celanese
Sales U.S. Ltd. provide that each partnership shall indemnify its
general partner and all persons acting on behalf of the general
partner to the fullest extent permitted by the TBOC.
Item 16.
Exhibits
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Exhibit
Number |
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Description |
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1.1* |
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Form of Underwriting Agreement. |
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2.1 |
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4.1(a) |
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4.1(b) |
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4.1(c) |
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4.1(d) |
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4.2 |
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4.3 |
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4.4* |
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Form of certificate of offered preferred stock. |
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4.5* |
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Form of certificate of designations for offered preferred
stock. |
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4.6 |
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4.7 |
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Sixth Supplemental Indenture, dated as of September 26, 2016, among
Celanese US Holdings LLC, Celanese Corporation, the subsidiary
guarantors party thereto, Wells Fargo Bank, National Association,
as trustee, and Deutsche Bank Trust Companies Americas, as paying
agent, registrar and transfer agent (incorporated by reference to
Exhibit 4.2 to the Form 8-K filed with the SEC on September 26,
2016).
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4.8 |
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Seventh Supplemental Indenture, dated as of December 11, 2017,
among Celanese US Holdings LLC, Celanese Corporation, the
subsidiary guarantors party thereto, Wells Fargo Bank, National
Association, as trustee, and Deutsche Bank Trust Companies
Americas, as paying agent, registrar and transfer agent
(incorporated by reference to Exhibit 4.2 to the Form 8-K filed
with the SEC on December 11, 2017).
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4.9 |
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Eighth Supplemental Indenture, dated as of November 5, 2018, among
Celanese US Holdings LLC, Celanese Corporation, the subsidiary
guarantors party thereto, Wells Fargo Bank, National Association,
as trustee, and Deutsche Bank Trust Company Americas, as paying
agent, registrar and transfer agent (incorporated by reference to
Exhibit 4.2 to the Current Report on Form 8-K filed with the SEC on
November 5, 2018).
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4.1 0 |
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4.1 1 |
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4.1 2 |
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Eleventh Supplemental Indenture, dated as of September 10, 2021,
among Celanese US Holdings LLC, Celanese Corporation, the
subsidiary guarantors party thereto and Wells Fargo Bank, National
Association, as trustee, and Deutsche Bank Trust Company Americas,
as paying agent, registrar and transfer agent (incorporated by
reference to Exhibit 4.2 to the Current Report on From 8-K filed
with the SEC on September 10, 2021).
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4.1 3 |
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Twelfth Supplemental Indenture, dated as of July 14, 2022, among
Celanese US Holdings LLC, Celanese Corporation, the subsidiary
guarantors party thereto, 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 (incorporated by reference to Exhibit
4.2 to the Current Report on Form 8-K filed with the SEC on July
14, 2022).
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4.1 4 |
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Thirteenth Supplemental Indenture, dated as of July 19, 2022, among
Celanese US Holdings LLC, Celanese Corporation, the subsidiary
guarantors party thereto, U.S. Bank Trust Company, National
Association, as series trustee, registrar and transfer agent,
Computershare Trust Company, N.A. (as successor trustee to Wells
Fargo Bank, National Association), as base trustee, and Elavon
Financial Services DAC, UK Branch, as paying agent (incorporated by
reference to Exhibit 4.2 to the current report on Form 8-K filed
with the SEC on July 19, 2022).
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4.1 5 |
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4.16* |
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Forms of Debt Securities. |
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5.1‡ |
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22.1 |
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23.1‡ |
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23.2‡ |
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23.3‡ |
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24‡ |
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Powers of Attorney with respect to Celanese US Holdings LLC and the
co-registrants (included on the signature pages of this
registration statement). |
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25.1‡ |
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25.2‡ |
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107‡ |
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______________________________
‡ Filed herewith.
* To be filed by an amendment hereto or as an exhibit to a
report filed under the Exchange Act and incorporated herein by
reference.
**To be filed in accordance with the requirements of Section
305(b)(2) of the Trust Indenture Act of 1939.
Item 17.
Undertakings
(a)The
undersigned registrants hereby undertake:
(i)To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
(1)To
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2)To
reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration
statement; and
(iii)To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
Provided, however,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or
furnished to the Commission by the registrants pursuant to
section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration
statement.
(2)That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3)To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4)That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(i)Each
prospectus filed by the registrants pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the
registration statement; and
(ii)Each
prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of
the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the
registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
provided, however,
that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective
date.
(5)That,
for the purpose of determining liability of the registrants under
the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned registrants
undertake that in a primary offering of securities of the
undersigned registrants pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following
communications, the undersigned registrants will be sellers to the
purchaser and will be considered to offer or sell such securities
to such purchaser:
(a)Any
preliminary prospectus or prospectus of the undersigned registrants
relating to the offering required to be filed pursuant to
Rule 424;
(ii)Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrants or used or referred to by the
undersigned registrants;
(iii)The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrants or their securities provided by or on behalf of the
undersigned registrants; and
(iv)Any
other communication that is an offer in the offering made by the
undersigned registrants to the purchaser.
(b)The
undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of Celanese Corporation’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c)Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing
provisions, or otherwise, the registrants have been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, each appropriate registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Celanese Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas on March 31,
2023.
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CELANESE CORPORATION |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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Executive Vice President and |
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Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Lori J. Ryerkerk
and Scott A. Richardson, and each of them, his or her true and
lawful attorney-in-fact and agent, each with full power of
substitution and resubstitution to sign in his or her name, place
and stead, in any and all capacities, to do any and all things and
execute any and all instruments that any such attorney-in-fact may
deem necessary or advisable under the Securities Exchange Act of
1934 and any rules, regulations and requirements of the US
Securities and Exchange Commission in connection with this Form S-3
and any and all amendments hereto, as fully for all intents and
purposes as he or she might or could do in person, and hereby
ratifies and confirms all that such said attorney-in-fact, acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated below.
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Signature |
Title |
Date |
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/s/ LORI J. RYERKERK
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Chair of the Board of Directors, Chief Executive Officer,
President, and a Director
(Principal Executive Officer)
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March 31, 2023 |
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Lori J. Ryerkerk
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/s/ SCOTT A. RICHARDSON
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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March 31, 2023 |
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Scott A. Richardson
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/s/ AARON MCGILVRAY
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Vice President, Finance, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
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March 31, 2023 |
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Aaron McGilvray
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/s/ JEAN S. BLACKWELL
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Director |
March 31, 2023 |
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Jean S. Blackwell
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/s/ WILLIAM M. BROWN
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Director |
March 31, 2023 |
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William M. Brown
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/s/ EDWARD G. GALANTE
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Director |
March 31, 2023 |
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Edward G. Galante
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/s/ RAHUL GHAI |
Director |
March 31, 2023 |
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Rahul Ghai |
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/s/ KATHRYN M. HILL
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Director |
March 31, 2023 |
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Kathryn M. Hill
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/s/ DAVID F. HOFFMEISTER
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Director |
March 31, 2023 |
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David F. Hoffmeister
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/s/ JAY V. IHLENFELD
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Director |
March 31, 2023 |
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Jay V. Ihlenfeld
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/s/ DEBORAH J. KISSIRE
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Director |
March 31, 2023 |
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Deborah J. Kissire
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/s/ MICHAEL KOENIG
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Director |
March 31, 2023 |
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Michael Koenig
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/s/ KIM K.W. RUCKER |
Director |
March 31, 2023 |
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Kim K.W. Rucker
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE US HOLDINGS LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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President |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of Celanese US Holdings LLC, and Dmitry Buriko, Vice
President and Treasurer of Celanese US Holdings LLC, and, in each
case, any of their respective successors at Celanese US Holdings
LLC (in functional position or otherwise) or designees, and each of
them, as his or her true and lawful attorneys-in-fact and agents,
each of whom may act without joinder of the other, and each with
full power of substitution and resubstitution, for such person and
in his or her name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all
post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ SCOTT A. RICHARDSON |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Scott A. Richardson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer, Celanese Corporation, Sole Member,
and Vice President and Treasurer
(Principal Financial and
Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE SALES U.S. LTD. |
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By: |
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CELANESE INTERNATIONAL CORPORATION, its general partner |
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By: |
/s/ ASHLEY B. DUFFIE |
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Ashley B. Duffie |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Celanese International Corporation,
general partner of Celanese Sales U.S. Ltd., and Dmitry Buriko,
Vice President and Treasurer of Celanese International Corporation,
general partner of Celanese Sales U.S. Ltd., and, in each case, any
of their respective successors at Celanese International
Corporation (in functional position or otherwise) or designees, and
each of them, as his or her true and lawful attorneys-in-fact and
agents, each of whom may act without joinder of the other, and each
with full power of substitution and resubstitution, for such person
and in his or her name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all
post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ ASHLEY B. DUFFIE |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Ashley B. Duffie |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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/s/ SCOTT A. RICHARDSON |
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Director |
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March 31, 2023 |
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Scott A. Richardson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CNA HOLDINGS LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of CNA Holdings LLC, and Dmitry Buriko, Vice President
and Treasurer of CNA Holdings LLC, and, in each case, any of their
respective successors at CNA Holdings LLC (in functional position
or otherwise) or designees, and each of them, as his or her true
and lawful attorneys-in-fact and agents, each of whom may act
without joinder of the other, and each with full power of
substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically, any and all post-effective amendments
and supplements to this registration statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (“SEC”), and
to appear before the SEC in connection with any matter relating to
the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ SCOTT A. RICHARDSON |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Scott A. Richardson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer, Celanese Americas LLC, Sole Member,
and Vice President and Treasurer
(Principal Financial and
Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE AMERICAS LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of Celanese Americas LLC, and Dmitry Buriko, Vice
President and Treasurer of Celanese Americas LLC, and, in each
case, any of their respective successors at Celanese Americas LLC
(in functional position or otherwise) or designees, and each of
them, as his or her true and lawful attorneys-in-fact and agents,
each of whom may act without joinder of the other, and each with
full power of substitution and resubstitution, for such person and
in his or her name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all
post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ SCOTT A. RICHARDSON |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Scott A. Richardson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer, Celanese US Holdings LLC, Sole
Member, and Vice President and Treasurer
(Principal Financial and
Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE CHEMICALS, INC. |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of Celanese Chemicals, Inc., and Dmitry Buriko, Vice
President and Treasurer of Celanese Chemicals, Inc., and, in each
case, any of their respective successors at Celanese Chemicals,
Inc. (in functional position or otherwise) or designees, and each
of them, as his or her true and lawful attorneys-in-fact and
agents, each of whom may act without joinder of the other, and each
with full power of substitution and resubstitution, for such person
and in his or her name, place and stead, in any and all capacities,
to sign, or cause to be signed electronically, any and all
post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ SCOTT A. RICHARDSON |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Scott A. Richardson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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/s/ SCOTT A. RICHARDSON |
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Director |
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March 31, 2023 |
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Scott A. Richardson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELTRAN, INC. |
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By: |
/s/ ASHLEY B. DUFFIE |
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Ashley B. Duffie |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Celtran, Inc., and Dmitry Buriko, Vice
President and Treasurer of Celtran, Inc., and, in each case, any of
their respective successors at Celtran, Inc. (in functional
position or otherwise) or designees, and each of them, as his or
her true and lawful attorneys-in-fact and agents, each of whom may
act without joinder of the other, and each with full power of
substitution and resubstitution, for such person and in his or her
name, place and stead, in any and all capacities, to sign, or cause
to be signed electronically, any and all post-effective amendments
and supplements to this registration statement, and to file the
same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (“SEC”), and
to appear before the SEC in connection with any matter relating to
the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ ASHLEY B. DUFFIE |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Ashley B. Duffie |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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/s/ SCOTT A. RICHARDSON |
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Director |
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March 31, 2023 |
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Scott A. Richardson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE INTERNATIONAL CORPORATION |
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By: |
/s/ ASHLEY B. DUFFIE |
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Ashley B. Duffie |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Celanese International Corporation, and
Dmitry Buriko, Vice President and Treasurer of Celanese
International Corporation, and, in each case, any of their
respective successors at Celanese International Corporation (in
functional position or otherwise) or designees, and each of them,
as his or her true and lawful attorneys-in-fact and agents, each of
whom may act without joinder of the other, and each with full power
of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign, or
cause to be signed electronically, any and all post-effective
amendments and supplements to this registration statement, and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission
(“SEC”), and to appear before the SEC in connection with any matter
relating to the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ ASHLEY B. DUFFIE |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Ashley B. Duffie |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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/s/ SCOTT A. RICHARDSON |
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Director |
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March 31, 2023 |
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Scott A. Richardson |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE ACETATE LLC |
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By: |
/s/ ERIC JOHNSON |
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Eric Johnson |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Ronnie D. Berry, Vice
President, Global Taxes of Celanese Acetate LLC, and Dmitry Buriko,
Vice President and Treasurer of Celanese Acetate LLC, and, in each
case, any of their respective successors at Celanese Acetate LLC
(in functional position or otherwise) or designees, and each of
them, as his or her true and lawful attorneys-in-fact and agents,
each of whom may act without joinder of the other, and each with
full power of substitution and resubstitution, for such person and
in his or her name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all
post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ ERIC JOHNSON |
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Manager and President
(Principal Executive Officer)
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March 31, 2023 |
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Eric Johnson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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TICONA LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of Ticona LLC, and Dmitry Buriko, Vice President and
Treasurer of Ticona LLC, and, in each case, any of their respective
successors at Ticona LLC (in functional position or otherwise) or
designees, and each of them, as his or her true and lawful
attorneys-in-fact and agents, each of whom may act without joinder
of the other, and each with full power of substitution and
resubstitution, for such person and in his or her name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all post-effective amendments and
supplements to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (“SEC”), and
to appear before the SEC in connection with any matter relating to
the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
|
Date |
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|
/s/ SCOTT A. RICHARDSON |
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President
(Principal Executive Officer)
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March 31, 2023 |
|
Scott A. Richardson |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer, CNA Holdings LLC, Sole
Member,
and Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
|
Dmitry Buriko |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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KEP AMERICAS ENGINEERING PLASTICS, LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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Scott A. Richardson |
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Senior Vice President, Finance |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of KEP Americas Engineering Plastics, LLC,
and Dmitry Buriko, Vice President and Treasurer of KEP Americas
Engineering Plastics, LLC, and, in each case, any of their
respective successors at KEP Americas Engineering Plastics, LLC (in
functional position or otherwise) or designees, and each of them,
as his or her true and lawful attorneys-in-fact and agents, each of
whom may act without joinder of the other, and each with full power
of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign, or
cause to be signed electronically, any and all post-effective
amendments and supplements to this registration statement, and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission
(“SEC”), and to appear before the SEC in connection with any matter
relating to the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
|
Date |
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/s/ SCOTT A. RICHARDSON |
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Manager and Senior Vice President, Finance
(Principal Executive Officer)
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March 31, 2023 |
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Scott A. Richardson |
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/s/ DMITRY BURIKO |
|
Vice President and Treasurer
(Principal Financial and Accounting Officer)
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|
March 31, 2023 |
|
Dmitry Buriko |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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TICONA FORTRON INC. |
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By: |
/s/ THOMAS F. KELLY |
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Thomas F. Kelly |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Ticona Fortron Inc., and Dmitry Buriko,
Vice President and Treasurer of Ticona Fortron Inc., and, in each
case, any of their respective successors at Ticona Fortron Inc. (in
functional position or otherwise) or designees, and each of them,
as his or her true and lawful attorneys-in-fact and agents, each of
whom may act without joinder of the other, and each with full power
of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign, or
cause to be signed electronically, any and all post-effective
amendments and supplements to this registration statement, and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission
(“SEC”), and to appear before the SEC in connection with any matter
relating to the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
|
Date |
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|
/s/ THOMAS F. KELLY |
|
President
(Principal Executive Officer)
|
|
March 31, 2023 |
|
Thomas F. Kelly |
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|
/s/ DMITRY BURIKO |
|
Vice President and Treasurer
(Principal Financial and Accounting Officer)
|
|
March 31, 2023 |
|
Dmitry Buriko |
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|
|
/s/ SCOTT A. RICHARDSON |
|
Director |
|
March 31, 2023 |
|
Scott A. Richardson |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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TICONA POLYMERS, INC. |
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By: |
/s/ THOMAS F. KELLY |
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|
Thomas F. Kelly |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Ticona Polymers, Inc., and Dmitry
Buriko, Vice President and Treasurer of Ticona Polymers, Inc., and,
in each case, any of their respective successors at Ticona
Polymers, Inc. (in functional position or otherwise) or designees,
and each of them, as his or her true and lawful attorneys-in-fact
and agents, each of whom may act without joinder of the other, and
each with full power of substitution and resubstitution, for such
person and in his or her name, place and stead, in any and all
capacities, to sign, or cause to be signed electronically, any and
all post-effective amendments and supplements to this registration
statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission (“SEC”), and to appear before the SEC in
connection with any matter relating to the registration statement,
hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
|
Date |
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|
/s/ THOMAS F. KELLY |
|
President
(Principal Executive Officer)
|
|
March 31, 2023 |
|
Thomas F. Kelly |
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|
|
/s/ DMITRY BURIKO |
|
Vice President and Treasurer
(Principal Financial and Accounting Officer)
|
|
March 31, 2023 |
|
Dmitry Buriko |
|
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|
|
/s/ SCOTT A. RICHARDSON |
|
Director |
|
March 31, 2023 |
|
Scott A. Richardson |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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|
CELANESE GLOBAL RELOCATION LLC |
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By: |
/s/ SCOTT A. RICHARDSON |
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|
Scott A. Richardson |
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|
President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson,
President of Celanese Global Relocation LLC, and Dmitry Buriko,
Vice President and Treasurer of Celanese Global Relocation LLC,
and, in each case, any of their respective successors at Celanese
Global Relocation LLC (in functional position or otherwise) or
designees, and each of them, as his or her true and lawful
attorneys-in-fact and agents, each of whom may act without joinder
of the other, and each with full power of substitution and
resubstitution, for such person and in his or her name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all post-effective amendments and
supplements to this registration statement, and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission (“SEC”), and
to appear before the SEC in connection with any matter relating to
the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
|
Title |
|
Date |
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|
/s/ SCOTT A. RICHARDSON |
|
Manager and President
(Principal Executive Officer)
|
|
March 31, 2023 |
|
Scott A. Richardson |
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|
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|
|
/s/ DMITRY BURIKO |
|
Vice President and Treasurer
(Principal Financial and Accounting Officer)
|
|
March 31, 2023 |
|
Dmitry Buriko |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
co-registrant named below certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on
Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Irving, State of Texas, as of March 31,
2023.
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CELANESE LTD. |
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By: |
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CELANESE INTERNATIONAL CORPORATION, its general partner |
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By: |
/s/ ASHLEY B. DUFFIE |
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Ashley B. Duffie |
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President |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below on this registration statement on
Form S-3 constitutes and appoints Scott A. Richardson, Senior
Vice President, Finance of Celanese International Corporation,
general partner of Celanese Ltd., and Dmitry Buriko, Vice President
and Treasurer of Celanese International Corporation, general
partner of Celanese Ltd., and, in each case, any of their
respective successors at Celanese International Corporation (in
functional position or otherwise) or designees, and each of them,
as his or her true and lawful attorneys-in-fact and agents, each of
whom may act without joinder of the other, and each with full power
of substitution and resubstitution, for such person and in his or
her name, place and stead, in any and all capacities, to sign, or
cause to be signed electronically, any and all post-effective
amendments and supplements to this registration statement, and to
file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission
(“SEC”), and to appear before the SEC in connection with any matter
relating to the registration statement, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ ASHLEY B. DUFFIE |
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President
(Principal Executive Officer)
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March 31, 2023 |
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Ashley B. Duffie |
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/s/ DMITRY BURIKO |
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Vice President and Treasurer
(Principal Financial and Accounting Officer)
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March 31, 2023 |
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Dmitry Buriko |
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/s/ SCOTT A. RICHARDSON |
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Director |
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March 31, 2023 |
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Scott A. Richardson |
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Celanese (NYSE:CE)
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