Celanese Corporation (NYSE: CE) (the “Company” or “Celanese”), a global chemical and specialty materials company, today announced that its subsidiary, Celanese US Holdings LLC (the “Issuer”), has priced registered offerings (the “Offering”) of $2.6 billion aggregate principal amount of notes, including $700 million aggregate principal amount of 6.500% Senior Notes due 2030, $1.1 billion aggregate principal amount of 6.750% Senior Notes due 2033 (together, the “USD Notes”) and €750 million (or approximately $810 million) aggregate principal amount of 5.000% Senior Notes due 2031 (the “Euro Notes” and, together with the USD Notes, the “Notes”). The Offering was upsized from $2.0 billion to $2.6 billion aggregate principal amount of Notes. The Notes will be guaranteed on a senior unsecured basis by the Company and certain of the Company’s wholly-owned domestic subsidiaries.

The Offering is expected to close on or about March 14, 2025. The net proceeds from the Offering, together with borrowings under the Company’s 364-day term loan credit agreement, will be used to fund previously announced cash tender offers for a portion of the Issuer’s outstanding 4.777% Senior Notes due 2026 and a portion of the Issuer’s outstanding 6.165% Senior Notes due 2027, to repay a portion of the Company’s outstanding borrowings under its five-year term loan credit agreement due 2027, to repay borrowings under the Company’s revolving credit facility due 2027, to repay the Issuer’s outstanding 6.050% Senior Notes due March 15, 2025, and for general corporate purposes, which may include the repayment of other outstanding indebtedness.

“This Offering reinforces our commitment to proactively manage our debt maturity profile by aligning near-term maturities to a conservative outlook for free cash flow generation and divestiture proceeds while maintaining additional flexibility through prepayable debt,” said Chuck Kyrish, Senior Vice President and Chief Financial Officer. “We will provide a more comprehensive summary of the impact of this Offering and other associated transactions at completion in the coming weeks. In the future as we look out to 2027 and beyond, we will continue to balance being opportunistic and prudent in managing our debt maturity profile.”

J.P. Morgan, BofA Securities, HSBC, Citigroup, Deutsche Bank Securities Inc., TD Securities, Truist, Goldman Sachs & Co. LLC and US Bancorp are acting as Joint Book-Running Managers for the offering of USD Notes. J.P. Morgan, Citigroup, Deutsche Bank Securities Inc., BofA Securities, HSBC, MUFG, UniCredit, PNC Capital Markets LLC and SMBC are acting as Joint Book-Running Managers for the offering of Euro Notes. When available, a copy of the preliminary prospectus supplement for the USD Notes, the preliminary prospectus supplement for the Euro Notes and the accompanying base prospectus may be obtained by calling J.P. Morgan Securities plc (for non-U.S. investors) at +44 207-134-2468 or J.P. Morgan Securities LLC (for U.S. investors) at 1-212-834-4533 (collect).

An electronic copy of the preliminary prospectus supplements and the accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Offering may be made only by means of a prospectus and prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Offering will be made pursuant to an effective shelf registration statement, which was previously filed by Celanese with the Securities and Exchange Commission, and a prospectus supplement for the USD Notes, a prospectus supplement for the Euro Notes and the accompanying prospectus, which will be filed by Celanese with the Securities and Exchange Commission.

About Celanese

Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese is a Fortune 500 company that employs approximately 12,200 employees worldwide with 2024 net sales of $10.3 billion.

Forward-Looking Statements:

This release may contain “forward-looking statements,” which include information concerning the Offering, and the Company’s plans, objectives, goals, strategies, future revenues, cash flow, synergies, 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,” “will” 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. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. These include the successful closing of the Offering, the successful completion of the concurrent tender offers referenced herein, and other information that is not historical information. 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. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. 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.

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