Free Writing Prospectus
Filed pursuant to Rule 433 under the Securities Act
(To the Preliminary Prospectus
Registration No. 333-216005
Supplement dated April 29, 2019)
Celanese US Holdings LLC
Celanese Corporation and certain subsidiaries of the Issuer
Title of Securities:
3.500% Senior Notes due 2024 (the “Notes”)
May 8, 2024
99.895%, plus accrued interest from May 8, 2019, if settlement occurs after that date.
Yield to Maturity:
Spread to Benchmark
+ 120 bps
Benchmark Treasury Price/ Yield:
99-21 / 2.323%
UST 2.250% due April 30, 2024
Interest Payment Dates:
May 8 and November 8 each year, commencing November 8, 2019
April 23 and October 24 of each year
Make-whole call at T+20 bps
In addition, commencing April 8, 2024 (one month prior to the maturity of the Notes), the Issuer may redeem some or all of the Notes at any time and from time to time at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Joint Book-Running Managers:
Citigroup Global Markets Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
Barclays Capital Inc.
Commerz Markets LLC
Morgan Stanley & Co. LLC
MUFG Securities Americas Inc.
PNC Capital Markets LLC
SMBC Nikko Securities America, Inc.
UniCredit Capital Markets LLC
U.S. Bancorp Investments, Inc.
April 29, 2019
May 8, 2019 (T+7)
We expect that delivery of the Notes will be made to investors on or about May 8, 2019, which will be the seventh business day following the date of pricing of the Notes (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof or the next succeeding four business days will be required, by virtue of the fact that the Notes initially settle in T+7, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their advisors.
SEC Registered Offering
We estimate that the net proceeds from this offering of the Notes will be $496,475,000 after deducting the underwriting discount for this offering.
$2,000 and integral multiples of $1,000 in excess thereof