UNITED STATES
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): June 30, 2009
CELANESE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
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001-32410
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98-0420726
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 30, 2009, Celanese US Holdings LLC (Celanese US), a wholly owned subsidiary of
Celanese Corporation (the Company), entered into an amendment (the Amendment)
to the Credit Agreement (as defined below), with a majority of the lenders under the revolving
credit portion of the Credit Agreement (the Majority Lenders under the Revolving Facility). The
Amendment amends the Credit Agreement, dated as of April 2, 2007 (as amended, the
Credit Agreement), among Celanese Holdings LLC, Celanese US, certain subsidiaries of Celanese US,
Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and the other
agents and lenders parties thereto.
The Amendment amends the first lien senior secured leverage ratio covenant
that is applicable when amounts are borrowed under the revolving credit portion of the Credit
Agreement. Prior to giving effect to the Amendment, the maximum first lien senior
secured leverage ratio applicable to any period when amounts are outstanding under the revolving
credit facility was 3.90 to 1.00.
As amended, the maximum senior secured leverage ratio for the following four-quarter periods is:
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First Lien Senior
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Secured Leverage
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Four-Quarter Period Ending
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Ratio
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June 30, 2009
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4.75 to 1.00
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September 30, 2009
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5.75 to 1.00
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December 31, 2009
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5.25 to 1.00
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March 31, 2010
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4.75 to 1.00
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June 30, 2010
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4.25 to 1.00
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September 30, 2010
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4.25 to 1.00
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December 31, 2010 and thereafter
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3.90 to 1.00
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Such maximum first lien senior secured leverage ratio test remains applicable only when
amounts are outstanding under the revolving credit facility.
In connection with the Amendment, the parties agreed to reduce the amount
available under the revolving credit portion of the Credit Agreement from $650 million to $600
million.
Certain of the parties to the Amendment and their respective affiliates have,
from time to time, performed, and may in the future perform, various financial, advisory,
commercial banking and investment banking services for the Company and the Companys affiliates in
the ordinary course of business.
The description of the Amendment contained herein is qualified in its
entirety by reference to the Amendment, which is attached hereto and which is
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description
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10.1
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First Amendment to the Credit Agreement, dated June 30,
2009, by and among Celanese US Holdings LLC and the
Majority Lenders under the Revolving Facility whose
signatures appear on the signature pages thereto.
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SIGNATURE
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.
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CELANESE CORPORATION
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By:
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/s/ Robert L. Villaseñor
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Name:
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Robert L. Villaseñor
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Title:
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Associate General Counsel and Assistant
Secretary
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Date: June 30, 2009
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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First Amendment to the Credit Agreement, dated June 30,
2009, by and among Celanese US Holdings LLC and the
Majority Lenders under the Revolving Facility whose
signatures appear on the signature pages thereto.
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4
Exhibit 10.1
FIRST AMENDMENT
TO
CREDIT AGREEMENT
This FIRST AMENDMENT TO THE CREDIT AGREEMENT (this
Amendment
), dated June 30, 2009,
by and among Celanese US Holdings LLC, a Delaware limited liability company, (the
Company
) and the Majority Lenders under the Revolving Facility whose signatures appear on
the signature pages of this Amendment (the
Majority Revolving Lenders
). Unless otherwise
indicated, all capitalized terms used herein and not otherwise defined shall have the respective
meaning provided such terms in the Agreement referred to below.
WHEREAS
, the Company entered into that certain Credit Agreement, dated April 2, 2007, by and
among the Company, Celanese Holdings LLC, and the other subsidiary borrowers, the lenders party
thereto, Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, Merrill
Lynch Capital Corporation, as syndication agent, ABN AMRO Bank, N.V., Bank of America, N.A.,
Citibank NA and JP Morgan Chase Bank NA, as co-documentation agent, and Deutsche Bank AG, Cayman
Islands Branch, as deposit bank (as amended, the
Agreement
); and
WHEREAS
, the Company and the Majority Revolving Lenders desire to amend the Agreement, as
provided in this Amendment.
NOW THEREFORE
, in consideration of the mutual agreements contained in this Amendment and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
ARTICLE 1.
SECTION 1.1. Amendment.
Section 6.10 of the Agreement shall be deleted in its entirety and replaced with the
following:
Section 6.10 First Lien Senior Secured Leverage Ratio. At any time at which there is
Revolving Facility Credit Exposure, permit the First Lien Senior Secured Leverage Ratio,
calculated as of the end of the most recent fiscal quarter ending on or about any date set
forth in the table below for which financial statements have been delivered to the
Administrative Agent pursuant to Section 5.04 and on the date of (and after giving effect
to) each Credit Event (so long as there continues to be Revolving Credit Facility Exposure
after giving effect to such Credit Event), to be greater than the ratio set forth opposite
such date in the table below (or, in the case of a calculation as of the date of a Credit
Event, opposite the then most recent such quarter end date for which financial statements
have been delivered to the Administrative Agent pursuant to Section 5.04):
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Test Period Ending Date
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First Lien Senior
Secured Leverage
Ratio
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June 30, 2009
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4.75 to 1.00
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September 30, 2009
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5.75 to 1.00
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December 31, 2009
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5.25 to 1.00
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March 31, 2010
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4.75 to 1.00
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June 30, 2010
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4.25 to 1.00
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September 30, 2010
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4.25 to 1.00
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December 31, 2010 and thereafter
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3.90 to 1.00
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(which calculations (i) shall be made on a Pro Forma Basis to take into account any
events described in the definition of Pro Forma Basis occurring during the period of four
fiscal quarters ending on the last day of such fiscal quarter, and (ii) in the case of any
such calculations as of the date of a Credit Event, shall not give effect, for purposes of
calculating Consolidated First Lien Senior Secured Debt, to any net increase or decrease in
Capital Lease Obligations that has occurred since such quarter end date (but for the
avoidance of doubt shall give effect to the net increase or decrease in all other
Consolidated First Lien Senior Secured Debt since such quarter end date)).
SECTION 1.2.
Clarification
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The parties hereby agree that (i) the definition of Applicable Margin contained in
Section 1.01 of the Agreement inadvertently referred to Holdings, rather than the
Companys, corporate credit rating from S&P and (ii) such reference was intended to be and
is hereby agreed and amended to be a reference to the Companys corporate credit rating from
S&P.
ARTICLE 2.
SECTION 2.1.
Conditions to Effectiveness
. This Amendment shall become effective and
the provisions of Article 1 of this Amendment shall be incorporated into and made part of the
Agreement as if fully set forth therein when:
(a) the Administrative Agent shall have received
(i) counterparts of this Amendment executed by the Company;
(ii) a counterpart of this Amendment signed on behalf of the Majority Revolving
Lenders; and
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(iii) payment of all fees and expenses payable to the Administrative Agent,
including but not limited to the expenses set forth in Section 2.4 below;
(b) the representations and warranties set forth in Section 2.2 hereof are accurate;
(c) in addition to the expenses set forth in Section 2.4 below, the Company shall
have paid to each Majority Revolving Lender who consents to this Amendment on or
prior to 5:00 p.m., New York City time, on June 29, 2009, a fee equal to 35 basis
points of the Revolving Facility Commitment of each such consenting Majority
Revolving Lender (after giving effect to any reduction in the Revolving Facility
Commitment); and
(d) the Revolving Facility Commitment shall have been permanently reduced to $600.0
million in accordance with Section 2.08(b) of the Agreement; provided, however, that the Majority Revolving Lenders
hereby waive the notice requirement for reductions of the Revolving Credit Facility set forth in Section 2.08(c) of the
Agreement.
SECTION 2.2.
Representations and Warranties
. In order to induce the Majority
Revolving Lenders party hereto to enter into this Amendment, the Company represents and warrants to
each of the Majority Revolving Lenders that both before and after giving effect to this Amendment:
(a) no Default or Event of Default has occurred and is continuing and (b) all of the
representations and warranties in the Agreement are true and complete in all material respects
(except that any representation and warranty that is qualified as to materiality or Material
Adverse Effect shall be true and correct in all respects and except to the extent otherwise waived
by this Amendment) on and as of the date hereof as if made on the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such
specific date).
SECTION 2.3.
Reference to and Effect on the Agreement
. On and after giving effect to
this Amendment, each reference in the Agreement to this Agreement, hereunder, hereof or words
of like import referring to the Agreement, and each reference in each of the Loan Documents to the
Credit Agreement, thereunder, thereof or words of like import referring to the Agreement,
shall mean and be a reference to the Agreement as amended by this Amendment. The Agreement and
each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue
to be in full force and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of
the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 2.4.
Costs and Expenses
. The Company agrees to pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent incurred in connection with the
preparation, execution and delivery of this Amendment and the other instruments and documents to be
delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of
Cahill Gordon & Reindel
llp
, counsel to the Administrative Agent).
SECTION 2.5.
Execution in Counterparts
. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of
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which when so
executed shall be deemed to be an original and all of which taken together shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment
by telecopier or electronic mail shall be effective as delivery of a manually executed counterpart
of this Amendment.
SECTION 2.6.
Governing Law
. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follows]
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IN WITNESS WHEREOF, the parties, intending to be bound hereby, have caused this Amendment to
be executed on their behalf by their duly authorized officers on the date first above written.
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CELANESE US HOLDINGS LLC
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By:
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/s/
Christopher W. Jensen
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Name:
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Christopher
W. Jensen
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Title:
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Vice President Finance and Treasurer
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