0001306830-11-000022 8-K 3 20110413 7.01 9.01 20110413 20110413 Celanese CORP 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 11757634 1601 W. LBJ FREEWAY DALLAS TX 75234 972-443-4000 1601 W. LBJ FREEWAY DALLAS TX 75234 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 form8k.htm FORM 8-K EXCHANGE form8k.htm -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2011 CELANESE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-32410 98-0420726 (or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 1601 West LBJ Freeway, Dallas, Texas 75234-6034 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 Not Applicable (Former name or former address, if changed since last report): Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) -------------------------------------------------------------------------------- Section 7 – Regulation FD Item 7.01. Regulation FD Disclosure The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. On April 13, 2011, Celanese US Holdings LLC, a wholly-owned subsidiary of Celanese Corporation, announced via press release the results of its offer to exchange up to $600.0 million principal amount of newly issued 6 5/8% Senior Notes Due 2018, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 6 5/8% Senior Notes Due 2018. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Section 9 – Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits The information contained in this Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. (d) Exhibits Exhibit Number Description 99.1 Press Release dated April 13, 2011 -------------------------------------------------------------------------------- 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/ James R. Peacock III Name: James R. Peacock III Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: April 13, 2011 -------------------------------------------------------------------------------- Exhibit Index Exhibit Number Description 99.1 Press Release dated April 13, 2011 -------------------------------------------------------------------------------- EX-99.1 2 exhibit99-1.htm PRESS RELEASE exhibit99-1.htm Exhibit 99.1 [[Image Removed]] Celanese Corporation 1601 W. LBJ Freeway Dallas, Texas 75234 Celanese US Holdings LLC Announces Results of Exchange Offer DALLAS, April 13, 2011 --- Celanese Corporation (NYSE: CE) (the “Company”) today announced the results of the offer by its wholly-owned subsidiary, Celanese US Holdings LLC (the “Issuer”), to exchange up to $600 million principal amount of newly issued 6 5/8% Senior Notes due 2018, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 6 5/8% Senior Notes due 2018. According to information provided by the exchange agent, Wells Fargo Bank, National Association, $600 million aggregate principal amount, or 100%, of the privately placed 6 5/8% Senior Notes due 2018 were tendered for exchange in the exchange offer. The exchange offer expired at 5:00 p.m. New York City time on April 12, 2011. The outstanding notes were privately placed in September 2010. The Issuer made this exchange offer to satisfy its obligations under a registration rights agreement relating to the outstanding notes, pursuant to which the Issuer committed to use its commercially reasonable efforts to issue notes registered under the Securities Act of 1933, which notes generally can be publicly traded, in exchange for the outstanding, privately placed notes, which are subject to certain transfer restrictions. The exchange offer will not affect the Issuer or the Company’s outstanding debt levels, as new notes issued pursuant to the exchange offer will be issued only upon cancellation of a like amount of currently outstanding notes. This announcement is not an offer to sell any securities, nor a solicitation of any offer to buy or exchange any securities. The exchange offer was made solely pursuant to the Issuer’s prospectus dated March 15, 2011, which has been filed with the Securities and Exchange Commission, including any supplements thereto. ### Contacts: Investor Relations Mark Oberle Phone: +1 972 443 4464 Telefax: +1 972 443 8519 Mark.Oberle@celanese.com Forward-Looking Statements This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures, financing needs and other information that is not historical information. When used in this release, the words “will,” “intends,” “expects,” “outlook,” “forecast,” “estimates,” “anticipates,” “projects,” “plans,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the company will realize these expectations or that these beliefs will prove correct. The company’s ability to successfully complete the transactions referred to in this press release is subject to numerous factors and contingencies, many of which are beyond the company’s control. These include local and national economic, credit and capital market conditions, including prevailing interest rates; legal and regulatory developments, including changes to tax rates, applicable securities regulations or accounting standards; and geopolitical conditions, including the occurrence of acts of war or terrorist incidents or natural disasters. Any of these factors or others not named herein could cause the company to abandon the referenced transactions or cause the company’s actual results to differ materially from those expressed as forward-looking statements. In addition, other risk factors that could cause actual results to differ materially from the forward-looking statements contained in this release include those that are discussed in the company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.