Celanese Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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CURRENT REPORT
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February 18, 2025 (
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Item 1.01 Entry into a Material Definitive Agreement
Amendment to Credit Agreement
On February 17, 2025, Celanese US Holdings LLC (“Celanese US”), a wholly-owned subsidiary of Celanese Corporation (the “Company”) entered into (a) a Fifth Amendment to Credit Agreement (the “Amendment to the March 2022 Term Loan Credit Agreement”), which amends the Term Loan Credit Agreement, dated as of March 18, 2022, by and among the Company, Celanese US, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to February 17, 2025, the “March 2022 Term Loan Credit Agreement”), (b) a Fourth Amendment to Credit Agreement (the “Amendment to the Revolving Credit Agreement”), which amends the Revolving Credit Agreement, dated as of March 18, 2022, by and among the Company, Celanese US, Celanese Europe B.V., as a borrower, the subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to February 17, 2025, the “Revolving Credit Agreement” and, together with the March 2022 Term Loan Credit Agreement, the "March 2022 Credit Agreements"), and (c) a First Amendment to Credit Agreement (the "Amendment to the November 2024 Term Loan Credit Agreement" and, together with the Amendment to the March 2022 Term Loan Credit Agreement and the Amendment to the Revolving Credit Agreement, the "Amendments"), which amends the Term Loan Credit Agreement, dated as of November 1, 2024, by and among the Company, Celanese US, each lender from time to time party thereto, and Bank of America, N.A., as Administrative Agent (as amended, restated, supplemented or otherwise modified prior to February 17, 2025, the “November 2024 Term Loan Credit Agreement” and, together with the March 2022 Term Loan Credit Agreement and the Revolving Credit Agreement, the "Credit Agreements").
The Amendments (i) temporarily waive the mandatory prepayment clause under the March 2022 Term Loan Credit Agreement for (a) if such proceeds are applied to prepay other indebtedness, the first $1.6 billion of proceeds from the issuance of unsecured senior notes in a single transaction or series of transactions to occur by June 30, 2025 and (b) if such proceeds are applied to prepay other indebtedness and subject to certain other restrictions, any proceeds in excess of $2.0 billion from such issuance, (ii) increase the consolidated net leverage ratio financial covenant level applicable under the Credit Agreements from the fiscal quarter ending March 31, 2025 through the maturity date, to initially 6.50:1.00, and, in the case of the March 2022 Credit Agreements, provides for modified step-down levels for such covenant thereafter, and (iii) exclude the first qualifying disposition (as such term is defined in the Credit Agreements) consummated after February 17, 2025 from the provision decreasing the consolidated net leverage ratio financial covenant level applicable in the event of a qualifying disposition.
The foregoing description does not constitute a complete summary of the terms of the Amendments and is qualified in its entirety by reference to the copies of the Amendments filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report, which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
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Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELANESE CORPORATION | ||
| By: | /s/ Ashley B. Duffie | |
| Name: | Ashley B. Duffie | |
| Title: | Senior Vice President, General Counsel and Corporate Secretary | |
| Date: | February 18, 2025 | |
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