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): October 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 2.01||Completion of Acquisition or Disposition of Assets.|
On October 9, 2020, Celanese Corporation (“Celanese” or the “Company”) completed its previously announced sale of the Company’s 45% joint venture equity interest in Polyplastics Company, Ltd. (“Polyplastics”) to its joint venture partner Daicel Corporation for a purchase price of $1.575 billion in cash. The description of the sale of Polyplastics contained in this Item 2.01 is subject to, and qualified in its entirety by reference to, the description of the transaction included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2020, and the related transaction agreement, which was filed as an exhibit to such Current Report, is incorporated by reference herein.
|Item 7.01||Regulation FD Disclosure.|
On October 9, 2020, the Company issued a press release related to the completion of the Polyplastics transaction described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
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 Company’s ability to identify and execute on other attractive investment opportunities towards which to deploy capital as well as numerous other factors, many of which are beyond the Company’s control, that 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, 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 and furnished, as applicable, herewith:
|99.1||Press Release dated October 9, 2020*|
|104||Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101)|
* The information in Item 7.01 of this Current Report, including Exhibit 99.1 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 associated 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 that is required to be disclosed solely by Regulation FD.
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|
Vice President, Deputy General Counsel and
|Date:||October 9, 2020|
|222 West Las Colinas Blvd.|
|Irving, Texas 75039|
Celanese Completes Sale of Polyplastics, Unlocking Shareholder
Value Through Monetization of Equity Investment
$1.575 billion all-cash sale has closed
DALLAS (October 9, 2020) – Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, today announced it completed the sale of its 45% equity investment in the Polyplastics joint venture to Daicel Corporation for $1.575 billion, as originally announced on July 20.
Through this transaction, Celanese monetized a historically passive investment and expects to deploy the proceeds from this all-cash transaction into higher value-generating opportunities. These include the previously announced increase in share repurchases that will be accretive to EPS to offset earnings from the Polyplastics joint venture, investments in organic growth, and other judicious uses of cash consistent with Celanese’s disciplined capital deployment strategy.
As noted in the July 20, 2020 announcement, Celanese has been investing in and rapidly growing its own Engineered Materials base business globally over the last 10 years, independent of Polyplastics, with a footprint in Asia significantly greater now than when the Company entered the region more than 50 years ago through Polyplastics. The sale of Polyplastics is an intentional departure from a legacy relationship to a more contemporary approach to independently drive future growth, advance application development with customers, and pursue high-return expansion opportunities for the benefit of Celanese and its customers.
“Celanese is well-positioned to continue its growth trajectory as we increase investment in new product development to serve customer demand in growth segments and key geographies,” said Tom Kelly, Senior Vice President, Engineered Materials, Celanese. “We will continue to invest in product expansion to serve the growing demand in applications such as 5G, advanced mobility, medical/pharma, and sustainable materials. Celanese also plans to expand its manufacturing capacity and advance its T&I capabilities in Asia to meet rapidly growing demand in the region.”
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 or our blog at www.celaneseblog.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|
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 that could cause actual results to differ materially from the forward-looking statements contained in this release. These include the Company’s ability to identify and execute on other attractive investment opportunities towards which to deploy capital as well as numerous other factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed as forward-looking statements. Other 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.