0001306830-23-000150 8-K 13 20231031 2.05 20231031 20231031 Celanese Corp 0001306830 2820 980420726 DE 1231 8-K 34 001-32410 231365055 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 972-443-4000 222 W. LAS COLINAS BLVD., SUITE 900N IRVING TX 75039-5421 Celanese CORP 20041102 Blackstone Crystal Holdings Capital Partners (Cayman) IV Ltd. 20041022 8-K 1 ce-20231031.htm 8-K 0001306830false00013068302023-10-312023-10-310001306830us-gaap:CommonStockMember2023-10-312023-10-310001306830ce:EURSeniorUnsecuredNotesDue2025Member2023-10-312023-10-310001306830ce:EURSeniorUnsecuredNotesDue2026Member2023-10-312023-10-310001306830ce:EURSeniorUnsecuredNotesDue2027Member2023-10-312023-10-310001306830ce:EURSeniorUnsecuredNotesDue2028Member2023-10-312023-10-310001306830ce:EURSeniorUnsecuredNotesDue2029Member2023-10-312023-10-31 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): October 31, 2023 (October 31, 2023) CELANESE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-32410 98-0420726 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (972) 443-4000 N/A (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)) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class Trading Symbol(s) Registered Common Stock, par value $0.0001 per CE The New York Stock Exchange share 1.250% Senior Notes due 2025 CE /25 The New York Stock Exchange 4.777% Senior Notes due 2026 CE /26A The New York Stock Exchange 2.125% Senior Notes due 2027 CE /27 The New York Stock Exchange 0.625% Senior Notes due 2028 CE /28 The New York Stock Exchange 5.337% Senior Notes due 2029 CE /29A The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ? 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 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.05 Costs Associated with Exit or Disposal Activities. On October 31, 2023, Celanese Corporation (“Celanese” or the “Company”) announced the intended closure of its Polyamide 66 (also known as PA66 or Nylon 66) and High-Performance Nylon (HPN) polymerization units at its facility in Uentrop, Germany to help optimize our production costs across our global network. This proposed cessation is subject to a consultation process with the applicable works council and union representatives at the facility, which the Company initiated on October 31, 2023. The Company intends for the closure, subject to the completion of such consultation process, to be completed in 2024. As a result of this intended closure, the Company expects to record expenses, excluding employee termination costs, of approximately $110-125 million, consisting primarily of approximately $75-85 million of non-cash accelerated depreciation of fixed asset costs and approximately $35-40 million of other facility-related shutdown cash costs (primarily contract termination costs, tax costs and asset retirement obligations), with such cash outflows expected to occur during fiscal 2024. In addition to these expenses, the Company expects to incur employee termination costs, which are subject to the above-referenced works council consultation. Until such consultation is concluded, the Company is unable to reasonably estimate the employee termination costs it will incur in connection with the intended actions. The Company will disclose the amount, type and timing of such costs promptly after they are determined. The above charges are estimates; the actual charges may vary significantly based on various factors, including the outcome of the consultation process with the applicable works council and union representatives. Forward-Looking Statements The information set forth in this Current Report contains certain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, expected future costs associated with the anticipated closure of the above-referenced polymerization units in Uentrop, Germany and other information that is not historical information. 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. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. Numerous factors, many of which are beyond the Company’s control could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date the statement is made. 2 -------------------------------------------------------------------------------- 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/ MICHAEL R. SULLIVAN Name: Michael R. Sullivan Title: Vice President, Deputy General Counsel and Assistant Corporate Secretary Date: October 31, 2023 3