| Free Writing Prospectus | Filed pursuant to Rule 433 under the Securities Act |
| (To the Preliminary Prospectus | Registration No. 333-271048 |
Supplement dated August 10, 2023)
Celanese US Holdings LLC
$1,000,000,000 6.350% Senior Notes due 2028
$1,000,000,000 6.550% Senior Notes due 2030
$1,000,000,000 6.700% Senior Notes due 2033
Term Sheet
August 10, 2023
Terms Applicable to the 6.350% Senior Notes due 2028
| Principal Amount: | $1,000,000,000 |
| Title of Securities: | 6.350% Senior Notes due 2028 (the “2028 Notes”) |
| Maturity Date: | November 15, 2028 |
| Offering Price: | 99.986% |
| Coupon: | 6.350% |
| Yield to Maturity: | 6.356% |
| Spread to Benchmark Treasury: | + 215 bps |
| Benchmark Treasury Price / Yield: | 99-20+ / 4.206% |
| Benchmark Treasury: | UST 4.125% due July 31, 2028 |
| Interest Payment Dates: | May 15 and November 15 of each year, commencing November 15, 2023 |
| Record Dates: | May 1 and November 1 of each year |
| Optional Redemption: | Make-whole call at T+35 bps |
| In addition, commencing October 15, 2028 (1 month prior to the maturity of the 2028 Notes), the Issuer may redeem some or all of the 2028 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 dates). | |
| CUSIP Number: | 15089Q AW4 |
| ISIN Number: | US15089QAW42 |
Terms Applicable to the 6.550% Senior Notes due 2030
| Principal Amount: | $1,000,000,000 |
| Title of Securities: | 6.550% Senior Notes due 2030 (the “2030 Notes”) |
| Maturity Date: | November 15, 2030 |
| Offering Price: | 99.950% |
| Coupon: | 6.550% |
| Yield to Maturity: | 6.561% |
| Spread to Benchmark Treasury: | +240 bps |
| Benchmark Treasury Price / Yield: | 99-01 / 4.161% |
| Benchmark Treasury: | UST 4.000% due July 31, 2030 |
| Interest Payment Dates: | May 15 and November 15 of each year, commencing November 15, 2023 |
| Record Dates: | May 1 and November 1 of each year |
| Optional Redemption: | Make-whole call at T+40 bps |
| In addition, commencing September 15, 2030 (2 months prior to the maturity of the 2030 Notes), the Issuer may redeem some or all of the 2030 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 dates). | |
| CUSIP Number: | 15089Q AX2 |
| ISIN Number: | US15089QAX25 |
Terms Applicable to the 6.700% Senior Notes due 2033
| Principal Amount: | $1,000,000,000 |
| Title of Securities: | 6.700% Senior Notes due 2033 (the “2033 Notes”) |
| Maturity Date: | November 15, 2033 |
| Offering Price: | 99.992% |
| Coupon: | 6.700% |
| Yield to Maturity: | 6.703% |
| Spread to Benchmark Treasury: | + 260 bps |
| Benchmark Treasury Price / Yield: | 94-06 / 4.103% |
| Benchmark Treasury: | UST 3.375% due May 15, 2033 |
| Interest Payment Dates: | May 15 and November 15 of each year, commencing November 15, 2023 |
| Record Dates: | May 1 and November 1 of each year |
| Optional Redemption: | Make-whole call at T+40 bps |
| In addition, commencing August 15, 2033 (3 months prior to the maturity of the 2033 Notes), the Issuer may redeem some or all of the 2033 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 dates). | |
| CUSIP Number: | 15089Q AY0 |
| ISIN Number: | US15089QAY08 |
Terms Applicable to All Series of Notes
| Issuer: | Celanese US Holdings LLC |
| Guarantors: | Celanese Corporation and certain subsidiaries of the Issuer |
| Interest Rate Adjustment: | The interest rate payable on the Notes will be subject to adjustment based on certain ratings events. See “Description of the Notes–Interest Rate Adjustment Based on Certain Rating Events” in the preliminary prospectus supplement. |
| Joint Book-Running Managers: | BofA Securities, Inc. |
| HSBC Securities (USA) Inc. | |
| J.P. Morgan Securities LLC | |
| Deutsche Bank Securities Inc. | |
| Citigroup Global Markets Inc. | |
| TD Securities (USA) LLC | |
| U.S. Bancorp Investments, Inc. | |
| PNC Capital Markets LLC | |
| Co-Managers: | UniCredit Capital Markets LLC |
| MUFG Securities Americas Inc. | |
| SMBC Nikko Securities America, Inc. | |
| Morgan Stanley & Co. LLC | |
| Goldman Sachs & Co. LLC | |
| Santander US Capital Markets LLC | |
| Standard Chartered Bank | |
| Trade Date: | August 10, 2023 |
| Settlement Date: | August 24, 2023 (T+10) |
| We expect that delivery of the Notes will be made to investors on or about August 24, 2023, which will be the tenth Business Day following the date of pricing of the Notes (such settlement being referred to as T+10). Under Rule 15c6- 1 under the Securities Exchange Act of 1934, trades in the secondary market are required to settle in two Business Days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to two Business Days before their delivery will be required, by virtue of the fact that the Notes initially settle in T+10, 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 two Business Days before their delivery should consult their advisors. | |
| Distribution: | SEC Registered Offering |
| Net Proceeds: | We estimate that the net proceeds from this offering of the Notes will be approximately $2,980,530,000 after deducting the underwriting discount and before deducting other estimated fees and expenses of this offering. |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof |
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting the Next-Generation EDGAR System on the SEC web site at www.sec.gov. Alternatively, the Issuer or any underwriter will arrange to send you the prospectus if you request it by calling or emailing BofA Securities, Inc. at 1-800-294-1322 or dg.prospectus_requests@bofa.com, by calling HSBC Securities (USA) Inc. at 1- 866-811-8049 or by calling J.P. Morgan Securities LLC collect at 1-212-834-4533.
The information in this communication supersedes the information in the preliminary prospectus supplement to the extent it is inconsistent with such information. Before you invest, you should read the preliminary prospectus supplement (including the documents incorporated by reference therein) for more information concerning the Issuer and the Notes.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg email or another communication system.