SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 9, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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
(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:
|Title of Each Class||Trading Symbol(s)||Name of Each Exchange on Which Registered|
|Common Stock, par value $0.0001 per share||CE||The New York Stock Exchange|
|1.125% Senior Notes due 2023||CE /23||The New York Stock Exchange|
|1.250% Senior Notes due 2025||CE /25||The New York Stock Exchange|
|2.125% Senior Notes due 2027||CE /27||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 7.01||Regulation FD Disclosure.|
Announcement of Memorandum of Understanding for Korea Engineering Plastics Co. JV Restructuring
On December 9, 2020, Celanese Corporation (“Celanese” or the “Company”) and Mitsubishi Gas Chemical Company (“MGC”) issued a joint press release announcing the entry into a memorandum of understanding confirming their intent to restructure Korea Engineering Plastics Co. (“KEP”), a joint venture owned 50% by Celanese, 40% by MGC and 10% by Mitsubishi Corporation. KEP is a leading manufacturer of polyoxymethylene (POM) and other engineered materials, with production in South Korea, and sells its products globally. The parties expect the joint venture restructuring to be completed before the end of 2021, subject to customary closing conditions and any necessary regulatory approvals. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Also on December 9, 2020, Celanese posted to its website a presentation with additional information regarding the KEP joint venture restructuring. The presentation may be accessed on our website at investors.celanese.com under News & Events — Events Calendar. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report.
Non-GAAP financial measures appearing in the slides are accompanied by the most directly comparable GAAP financial measure and a reconciliation of the GAAP financial measures to the Non-GAAP financial measures.
The information set forth in this Current Report contains certain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, performance, planned investments, capital expenditures and other information that is not historical information. Forward-looking statements can be identified by words such as “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions. 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. These include the timing of the closing of the transaction described herein, and the parties’ ability to obtain regulatory approval for, and satisfy closing conditions to, the transaction described herein. Numerous other 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, 2019 and other filings made 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 to reflect the occurrence of anticipated or unanticipated events or circumstances.
|Item 9.01||Financial Statements and Exhibits.|
(d) The following exhibits are being filed or furnished, as applicable, herewith:
|99.1||Press Release dated December 9, 2020*|
|99.2||Investor Presentation dated December 9, 2020*|
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).|
* The information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2 furnished thereunder, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 this Current Report, including the exhibits furnished thereunder, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. The disclosure in Item 7.01 of this Current Report will not be deemed an admission as to the materiality of any information in such item in this Current Report.
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.
|By:||/s/ Michael R. Sullivan|
|Name:||Michael R. Sullivan|
|Title:||Vice President, Deputy General Counsel and Assistant Secretary|
|Date:||December 9, 2020|
|Celanese Corporation||Mitsubishi Gas Chemical|
|222 W. Las Colinas Blvd||Company, Inc.|
|Irving, TX 75039 USA||Marunouchi|
|Chiyoda-ku, Tokyo, Japan|
Mitsubishi Gas Chemical Company and Celanese Corporation Sign MOU to Restructure Korea Engineering Plastics JV
Restructured venture will support global growth of the venture’s products
DALLAS and TOKYO (December 9, 2020) – Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, and Mitsubishi Gas Chemical Company, Inc. (MGC; Head Office: Chiyoda-ku, Tokyo; President: Masashi Fujii), today announced the signing of a memorandum of understanding (MOU) confirming their intent to restructure Korea Engineering Plastics Co. (KEP), a joint venture owned 50% by Celanese, 40% by MGC and 10% by Mitsubishi Corporation.
Under the terms of the MOU, KEP would focus on manufacturing, developing, producing, and supplying high quality products to its shareholders, who would then independently market them globally and without restrictions. The MOU envisions a modernization of the scope of the KEP joint venture, which was formed in 1987 to manufacture and market polyoxymethylene (POM) in Asia, with a particular focus on serving domestic demand in Korea.
Celanese and MGC believe that focusing KEP’s efforts on manufacturing and supplying its shareholders with a leading portfolio of innovative products is a necessary response to the globalization of the POM industry, the fragmentation of the marketing supply chain, and other changes in market conditions since KEP was first formed.
POM is one of the world’s most widely used engineered materials, known for its high dimensional stability, hardness and creep resistance. These unique qualities allow POM to be used as a broad replacement for metal parts. Along with its copolymer resins, POM is widely used as an engineering plastic across almost every industry.
The parties have also committed to increasing KEP’s production capacity to improve the long-term security of supply to its customers and further support their growth. The increased volumes are expected to come on-stream in a series of steps in the coming years.
The parties expect the joint venture restructuring to be completed before the end of 2021, subject to customary closing conditions and any necessary regulatory approvals. KEP will continue to serve its customers, without change, until the restructuring is closed and will provide more information pertaining to the transition as details are finalized.
The partners of KEP are focused on ensuring KEP’s customers will continue to be able to depend on a reliable supply of products and KEP will work closely with them on a plan to address any concerns in the coming months.
About MGC Inc.
Mitsubishi Gas Chemical Company, Inc. (MGC), headquartered in Tokyo, is a unique technology-oriented manufacturer producing more than 90% of its products using proprietary technologies. Committing itself to creating new technology and value, MGC boasts a broad range of products, from basic chemicals such as methanol, xylene, and hydrogen peroxide to high-performance products such as engineering plastics, foamed plastics, materials for printed wiring board and oxygen absorbers. MGC will continue to societal growth and harmony by creating a wide range of value through chemistry. For more information, please visit MGC’s website: https://www.mgc.co.jp/eng/
Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 7,700 employees worldwide and had 2019 net sales of $6.3 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.
|Investor Relations||Media Relations – Global||Media Relations Europe (Germany)|
|Brandon Ayache||W. Travis Jacobsen||Petra Czugler|
|+1 972 443 8509||+1 972 443 3750||+49 69 45009 1206|
MGC Co. Contact
Deputy General Manager
Public Relations Dept
|Name Shin-ichi Hieda|
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 and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “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 or its customers will realize these benefits or that these expectations will prove correct. There are a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this release. Risk factors 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.
Celanese to Generate Incremental Shareholder Value Through Restructuring of KEPCO Joint Venture Engineered Materials Well - Positioned to Continue Growth Trajectory December 2020
Disclosures Forward - Looking Statements This presentation contains "forward - looking statements," which include information concerning the Company's plans, objectives, g oals, strategies, future revenues, synergies, performance, capital expenditures, financing needs 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 ri sks and uncertainties that could cause actual results to differ materially from the results expressed or implied in the forward - looking statements contained in this presentation. These risks and uncertainties inc lude, among other things: changes in general economic, business, political and regulatory conditions in the countries or regions in which we operate; the length and depth of product and industry business cyc les, particularly in the automotive, electrical, mobility, textiles, medical, electronics and construction industries; changes in the price and availability of raw materials, particularly changes in the dem and 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 ability to pass increases in raw material prices on to customers or otherwise improve margins through price increases; the ability to maintain plant utilization rates and to implement planned capacity additions and expansions; the ability to reduce or maintai n c urrent levels of production costs and to improve productivity by implementing technological improvements to existing plants; the ability to identify desirable potential acquisition targets and to consumm ate acquisition or investment transactions consistent with the Company's strategy; the ability to identify and execute on other attractive investment opportunities towards which to deploy capital; increased p ric e competition and the introduction of competing products by other companies; market acceptance of our products and technology; the ability to obtain governmental approvals and to construct facilities on te rms and schedules acceptable to the Company; changes in the degree of intellectual property and other legal protection afforded to our products or technologies, or the theft of such intellectual pro perty; compliance and other costs and potential disruption or interruption of production or operations due to accidents, interruptions in sources of raw materials, cyber security incidents, terrorism or pol itical unrest or other unforeseen events or delays in construction or operation of facilities, including as a result of geopolitical conditions or as a result of weather or natural disasters; potential liabil ity for remedial actions and increased costs under existing or future environmental regulations, including those relating to climate change; potential liability resulting from pending or future litigation, or fro m 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; our level of indebted nes s, which could diminish our ability to raise additional capital to fund operations or limit our ability to react to changes in the economy or the chemicals industry; tax rates and changes thereto; our ability to ob tain regulatory approval for, and satisfy closing conditions to, any transactions described herein; and various other factors discussed from time to time in the Company's filings with the Securities and Exch ang e 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 circums tances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. Results Unaudited The results in this document, together with the adjustments made to present the results on a comparable basis, have not been aud ited and are based on internal financial data furnished to management. Historical results should not be taken as an indication of the results of operations to be reported for any future period. Non - GAAP Financial Measures This presentation, and statements made in connection with this presentation, refer to non - GAAP financial measures. For more info rmation on the non - GAAP financial measures used by the Company, including the most directly comparable GAAP financial measure for each non - GAAP financial measures used, including definitions and reconci liations of the differences between such non - GAAP financial measures and the comparable GAAP financial measures, please refer to the slides in the appendix to this presentation and to Non - US GAAP Finan cial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non - GAAP Financial Measures. 2
1 Base business excludes affiliate earnings 1 Committed to a multi - year value creation strategy in Engineered Materials (EM), which is more diverse, solutions - oriented, and customer - focused. 2 Celanese (CE) investment in local Asia capabilities in our base business 1 has driven double - digit annual sales growth in Asia over the last decade. 3 4 CE acquired a 50% ownership stake in Korea Engineering Plastics Co., Ltd. (KEPCO) joint venture (JV) in 1999 to expand its presence in Asia. Since nominating KEPCO CEOs in early 2016, the JV has grown double digits and expanded well beyond South Korea. With this transaction, CE is creating further value from its 50% stake in KEPCO through restructuring to create a manufacturing JV with proportional offtake rights. CE will benefit from KEPCO’s technical manufacturing and product development expertise and market offtake using CE commercial teams and project model. Summary Highlights 3 5 Following closing (expected in 2021), will be immediately accretive to adjusted EBIT and adjusted EPS. Incremental adjusted EBIT of $25 - $40 million driven by CE marketing and synergy realization to give run - rate adjusted EPS accretion of $0.15 to $0.20 over the next three years.
Greater Diversification & Resiliency Regional diversification driven by growth in Asia 1 Greater end market diversification Adj. EBIT increasingly from base business 2 Unparalleled Customer Solutions Breadth of polymers tripled to lead the industry Localized production across more countries Model to drive project wins & success rate Sustained Growth & Value Creation Net sales CAGR of 9% Adj. EBIT from base business 2 CAGR of 14% Adj. EBIT margin from base business 2 up >600 bps 2010 2019 7 4 ~300 / 25% 20 8 >4,000 / 50% $2.4 B $0.45 B 19% $1.1 B $0.14 B 13% 50% 73% 1 Americas Europe Asia 2 Base business excludes affiliate earnings. See presentation appendix. 1/2 auto 1/3 auto 1 Evolution of Engineered Materials Engineered Materials is more diverse, solutions - oriented, and customer - focused 4
2 EM Growth in Asia Investment in local capabilities to drive continued growth EM Base Business Growth in Asia (2010 – 2019) 2019 2010 Joint Venture Led Presence (1960 – 2009) 22% 14% 10% or less Asia Percentage of EM Net Sales EM Asia Net Sales 1 $533 M $152 M ~$100 M or less Net sales CAGR of 15%, nearly double the US or Europe Three production facilities in China and India Technical centers in China, South Korea, and Japan Organization with local leadership, talent, and know - how Organic and M&A investment in base business Specialty applications rivaling the US and Europe Asia presence established via JVs: - Polyplastics (Japan) 1964 - KEPCO (South Korea) 1999 Limited local know - how or capabilities Business mostly with multinationals Primarily standard applications Limited base business or JV growth Future Growth Strategy 2020 - Monetization of Polyplastics JV Double - digit sales CAGR Scale existing assets to meet demand Enhance product dev capabilities Scale key programs in lithium - ion batteries, electric vehicles, and 5G More direct engagement with OEMs More direct participation in key markets outside China 1 EM net sales excludes affiliates 5
• KEPCO formed in 1987 as a standalone production and marketing JV • CE acquired 50% ownership stake in KEPCO in 1999, joining Mitsubishi Gas Chemical Company, Inc. (MGC) (40%) and Mitsubishi Corporation (10%) • KEPCO is a leading producer of POM with sites in South Korea, including a world - scale 140kt POM polymerization facility • CE has 50% voting rights and has nominated KEPCO CEOs since early 2016 Improved KEPCO Earnings Performance 1 (in $ millions) 14% CAGR since 2015 2008 2019 1 CE’s share of KEPCO earnings 3 KEPCO Background and Performance Celanese acquired 50% ownership to expand its presence in Asia 6 $12 M $27 M CE nominates KEPCO CEO
KEPCO Strengths Leveraged CE maintains JV governance rights Maintains product development and manufacturing expertise, including a world - scale, highly cost - efficient POM polymerization facility Stronger Engineered Materials EM access to 70kt of low - cost POM production in Asia with corresponding marketing rights globally EM to utilize its existing global supply chain network and commercial teams Immediately accretive to adjusted EBIT and adjusted EPS 4 Restructuring to Create Significant Value EM to leverage its model and global resources on offtake volume 7 Restructuring expected to close in 2021 Restructuring KEPCO as manufacturing JV CE retains 50% ownership; offtake rights to 50% of POM production 1 1 ~70kt of POM offtake rights
4 Unparalleled Global POM Polymerization Network KEPCO restructuring provides world - scale Asia capacity 8 Restructured JV opens meaningful synergy opportunities to EM Al Jubail, SA Ibn Sina (50kt capacity 1 ) Bishop, TX (110kt capacity) CE 100% Owned CE JV Frankfurt, Germany (180kt capacity) Ulsan, South Korea KEPCO JV (140kt capacity 2 ) 1 CE’s economic interest in Ibn Sina is 32.5%. CE markets the majority of POM production on behalf of the JV. 2 CE owns 50% of KEPCO with proportional 70kt POM offtake. • EM marketing of >400kt globally for base business and its JVs • Access to world - scale POM polymerization in Americas, Europe and Asia • Expanded logistics optionality to efficiently supply customers in every region
5 Financial Impact of KEPCO Restructuring Slight immediate accretion to adjusted EBIT and adjusted EPS in 2021 9 KEPCO Impact to CE Explanation 2019 Actuals 2019 Pro Forma 1 (In millions) KEPCO Equity Earnings 2 $27 $0 – 5 Pre: CE 50% share of JV earnings Post: CE 50% share of JV earnings reduced to cost - plus as manufacturing entity Adjusted EBIT $27 $50 – 65 * Pre: CE 50% share of JV earnings Post: CE earnings from marketing of production offtake, pre - tax synergies and JV earnings Incremental adjusted EBIT of $25 - $40 million driven by CE marketing and synergy realization to give adjusted EPS accretion of $0.15 - $0.20 over the next three years 1 Represents estimated 2019 impact post - restructuring and run - rate EM synergies. Assumes no CE consolidation of KEPCO JV. 2 CE’s share of equity earnings in KEPCO JV. * Based on $110 – 130 million of net sales. CE base business earnings on KEPCO offtake taxed at CE. KEPCO JV earnings to CE post - tax.
Non - GAAP Definitions Adjusted EBIT is a performance measure used by the Company and is defined by the Company as net earnings (loss) attributable to Celanese Co rpo ration, plus (earnings) loss from discontinued operations, less interest income, plus interest expense, plus refinancing expense and taxes, and further adjuste d f or Certain Items. We believe that adjusted EBIT provides transparent and useful information to management, investors, analysts and other parties in evaluating and assessing our prima ry operating results from period - to - period after removing the impact of unusual, non - operational or restructuring - related activities that affect comparability. Our management recognizes that adjusted EBIT has inherent limitations because of the excluded items. Adjusted EBIT is one of the measures management uses for planning and budgeting, monitoring and evaluating financial a nd operating results and as a performance metric in the Company's incentive compensation plan. We do not provide reconciliations for adjusted EBIT on a forward - looking basis (including those contained in this document) when we are unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unr easonable effort. This is due to the inherent difficulty of forecasting the timing and amount of Certain Items, such as mark - to - market pension gains and losses, that have not yet occurred, are out of our control and/or cannot be reasonably predicted. For the same reasons, we are unable to address the probable significance of the unavailable information. Adjusted EBIT margin is defined by the Company as adjusted EBIT divided by net sales. Adjusted EBIT margin has the same uses and limitations as Adjusted EBIT. 11
Reconciliation to U.S. GAAP 12 EM Supplemental Segment Data and Reconciliation of Non - GAAP Measures – Unaudited Source: Non - GAAP Financial Measures – available in the ‘Financial Information’ section of Celanese Investor Relations website. Note: Adjusted EBIT and Adjusted EBIT Margin are non - GAAP measures. 1 EM net sales of $1.1 billion and $2.4 billion for the years ended December 31, 2010 and 2019, respectively. FY 2010 FY 2019 (In $ millions, except percentages) Operating Profit (Loss) / Operating Margin 1 182 16.4% 446 18.7% Other Income (Expense) Attributable to Celanese Corporation (1) - Certain Items Attributable to Celanese Corporation (38) 7 Adjusted EBIT / Adjusted EBIT Margin 1 143 12.9% 453 19.0%