Delaware (State or other jurisdiction of incorporation or organization) |
98-0420726 (I.R.S. Employer Identification Number) |
Delaware (State or other jurisdiction of incorporation or organization) |
20-1206848 (I.R.S. Employer Identification Number) |
Large accelerated filer
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Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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Amount to be |
offering price |
aggregate |
Amount of |
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Title of each class of securities to be registered | registered | per unit | offering price | registration fee | ||||||||||||||||
Series A Common Stock (par value $0.0001 per share) and Preferred Stock (par value $0.01 per share) of Celanese Corporation | (1 | ) | (1 | ) | (1 | ) | (1 | ) | ||||||||||||
Debt Securities of Celanese US Holdings LLC and Guarantees of Debt Securities(2) | ||||||||||||||||||||
(1) | An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. There is also being registered hereby such indeterminate number of shares of Series A common stock and preferred stock as may be issued pursuant to anti-dilution provisions of registered securities, or upon conversion or exchange of debt securities of Celanese US Holdings or preferred stock, in accordance with the terms of such registered securities, as the case may be. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (Securities Act), the securities registered hereunder include such indeterminate number of securities as may be issuable with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions. The Registrants are deferring payment of the registration fee pursuant to Rule 456(b) and are omitting this information in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. | |
(2) | The debt securities will be guaranteed by Celanese Corporation, which is the parent of Celanese US Holdings LLC, and may be guaranteed by the direct and indirect wholly-owned subsidiaries of Celanese US Holdings LLC listed on the following page. Pursuant to Rule 457(n) under the Securities Act, no separate fee for the guarantees is payable. |
Jurisdiction of |
I.R.S. Employer |
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Name
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Formation | Identification No. | ||
Celanese Americas LLC
|
Delaware | 22-1862783 | ||
Celanese Acetate LLC
|
Delaware | 56-2051387 | ||
Celanese Chemicals, Inc.
|
Delaware | 13-2916623 | ||
Celanese Fibers Operations LLC
|
Delaware | 13-3373680 | ||
CNA Holdings LLC
|
Delaware | 13-5568434 | ||
Celanese International Corporation
|
Delaware | 75-2622529 | ||
Celtran, Inc.
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Delaware | 56-0818166 | ||
CNA Funding LLC
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Delaware | 22-3847453 | ||
KEP Americas Engineering Plastics, LLC
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Delaware | 22-3537574 | ||
Ticona Fortron Inc.
|
Delaware | 22-3140276 | ||
Ticona Polymers, Inc.
|
Delaware | 13-3313358 | ||
Ticona LLC
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Delaware | 22-3546190 | ||
Celanese Global Relocation LLC
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Delaware | 41-2243055 | ||
Celanese Ltd.
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Texas | 75-2622526 |
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EX-25.2 |
| Celanese means Celanese Corporation, and not its subsidiaries; | |
| Celanese US means Celanese US Holdings LLC, a wholly-owned subsidiary of Celanese, and not its subsidiaries; and | |
| Company, we, our and us refer to Celanese and its subsidiaries, including Celanese US, on a consolidated basis. |
| 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 cycles particularly in the automotive, electrical, textiles, electronics and construction industries; |
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| changes in the price and availability of raw materials, particularly changes in the demand 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 maintain at their current levels production costs and improve productivity by implementing technological improvements to existing plants; | |
| increased price competition and the introduction of competing products by other companies; | |
| changes in the degree of intellectual property and other legal protection afforded to our products or technologies; | |
| costs and potential disruption or interruption of production due to accidents or other unforeseen events or delays in construction of facilities; | |
| potential liability 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 from 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 indebtedness, 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; and | |
| various other factors, both referenced and not referenced in this prospectus. |
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|
our Annual Report on
Form 10-K
for the year ended December 31, 2010, filed with the SEC
on February 11, 2011; |
|
|
our Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2011, filed with the SEC
on April 26, 2011; |
|
| our current reports on Form 8-K filed with the SEC on January 6, 2011, February 15, 2011 (Item 5.02 information only), April 7, 2011, and April 25, 2011; and | |
|
the description of our Series A common stock, par value
$0.0001, contained in our
Form 8-A
filed on January 18, 2005. |
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Three Months |
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Ended March 31, | Year Ended December 31, | |||||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||
Ratio of earnings to fixed charges
|
4.0 | 2.9 | 1.9 | 2.4 | 2.3 | 2.6 |
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| the designation of the series; | |
| the number of shares of the series, which the board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding); | |
| whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series; | |
| the dates at which dividends, if any, will be payable; | |
| the redemption rights and price or prices, if any, for shares of the series; | |
| the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; | |
| the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of Celanese; | |
| whether the shares of the series will be convertible into shares of any other class or series, or any other security, of Celanese or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; | |
| restrictions on the issuance of shares of the same series or of any other class or series; and | |
| the voting rights, if any, of the holders of the series. |
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| classified board (the election and term of directors); | |
| the resignation and removal of directors; | |
| the provisions regarding stockholder action by written consent; | |
| the ability to call a special meeting of stockholders being vested solely in the chairman of the board of directors, the board of directors, or a committee of the board of directors (if duly authorized to call special meetings); | |
| filling of vacancies on the board of directors and newly created directorships; | |
| the advance notice requirements for stockholder proposals and director nominations; and | |
| the amendment provision requiring that the above provisions be amended only with an 80% supermajority vote. |
| for breach of duty of loyalty; | |
| for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law; | |
| under Section 174 of the DGCL (unlawful dividends or stock repurchases and redemptions); or | |
| for transactions from which the director derived improper personal benefit. |
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| before the stockholder became an interested stockholder, the board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; | |
| upon consummation of the transaction in which the stockholder became an interested stockholder, the interested stockholder owned at least 85% of Celaneses voting stock (excluding shares owned by officers, directors or certain employee stock purchase plans); or | |
| at or subsequent to such time the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder. |
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| the title of the debt securities; | |
| any limit upon the aggregate principal amount of the debt securities of that series that may be authenticated and delivered under the applicable indenture, except for debt securities authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, other debt securities of that series; | |
| the date or dates on which the principal and premium, if any, of the debt securities of the series is payable; | |
| the rate or rates, which may be fixed or variable, at which the debt securities of the series shall bear interest or the manner of calculation of such rate or rates, if any, including any procedures to vary or reset such rate |
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or rates, and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; |
| the place or places where the principal of and interest, if any, on the debt securities of the series shall be payable, where the debt securities of such series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us with respect to the debt securities of such series and the applicable indenture may be served, and the method of such payment, if by wire transfer, mail or other means if other than as set forth in the applicable indenture; | |
| the date or dates from which such interest shall accrue, the dates on which such interest will be payable or the manner of determination of such dates, and the record date for the determination of holders to whom interest is payable on any such dates; | |
| any trustees, authenticating agents or paying agents with respect to such series, if different from those set forth in the applicable indenture; | |
| the right, if any, to extend the interest payment periods or defer the payment of interest and the duration of such extension or deferral; | |
| if applicable, the period or periods within which, the price or prices at which and the terms and conditions upon which, debt securities of the series may be redeemed, in whole or in part, at our option; | |
| our obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any sinking fund or analogous provisions, including payments made in cash in anticipation of future sinking fund obligations, or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which, debt securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation; | |
| the form of the debt securities of the series including the form of the trustees certificate of authentication for such series; | |
| if other than denominations of $1,000 or integral multiples of $1,000 in excess thereof, the denominations in which the debt securities of the series shall be issuable; | |
| the currency or currencies in which payment of the principal of, premium, if any, and interest on, debt securities of the series shall be payable; | |
| if the principal amount payable at the stated maturity of debt securities of the series will not be determinable as of any one or more dates prior to such stated maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the portion of the principal amount thereof that will be due and payable upon declaration of acceleration of the maturity thereof or upon any maturity other than the stated maturity or that will be deemed to be outstanding as of any such date, or, in any such case, the manner in which such deemed principal amount is to be determined; | |
| the terms of any repurchase or remarketing rights; | |
| if the debt securities of the series shall be issued in whole or in part in the form of a global security or securities, the type of global security to be issued; the terms and conditions, if different from those contained in the applicable indenture, upon which such global security or securities may be exchanged in whole or in part for other individual securities in definitive registered form; the depositary for such global security or securities; and the form of any legend or legends to be borne by any such global security or securities in addition to or in lieu of the legends referred to in the indenture; | |
| whether the debt securities of the series will be convertible into or exchangeable for other securities, and, if so, the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio may be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period, and any other provision in addition to or in lieu of those described herein; |
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| any additional restrictive covenants or events of default that will apply to the debt securities of the series, or any changes to the restrictive covenants set forth in the applicable indenture that will apply to the debt securities of the series, which may consist of establishing different terms or provisions from those set forth in the applicable indenture or eliminating any such restrictive covenant or event of default with respect to the debt securities of the series; | |
| any provisions granting special rights to holders when a specified event occurs; | |
| if the amount of principal or any premium or interest on debt securities of a series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts will be determined; | |
| any special tax implications of the debt securities, including provisions for original issue discount securities, if offered; | |
| whether and upon what terms debt securities of a series may be defeased if different from the provisions set forth in the applicable indenture; | |
| with regard to the debt securities of any series that do not bear interest, the dates for certain required reports to the trustee; | |
| whether the debt securities of the series will be issued as unrestricted securities or restricted securities, and, if issued as restricted securities, the rule or regulation promulgated under the Securities Act in reliance on which they will be sold; | |
| any guarantees on the debt securities, supplemental to the guarantee by Celanese, and the terms and conditions upon which any guarantees, including the guarantee by Celanese, may be released or terminated; | |
| the provisions, if any, relating to any security provided for the debt securities of the series; | |
| any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to debt securities of such series if other than those appointed in the applicable indenture; | |
| if the debt securities are subordinated debt securities, the subordination terms of the debt securities; and | |
| any and all additional, eliminated or changed terms that shall apply to the debt securities of the series, including any terms that may be required by or advisable under United States laws or regulations, including the Securities Act and the rules and regulations promulgated thereunder, or advisable in connection with the marketing of debt securities of that series. |
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| the indebtedness ranking senior to the debt securities being offered; | |
| the restrictions, if any, on payments to the holders of the debt securities being offered while a default with respect to the senior indebtedness is continuing; and | |
| the provisions requiring holders of the debt securities being offered to remit some payments to the holders of senior indebtedness. |
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(1) | either: (a) Celanese US or Celanese, as the case may be, is the surviving person; or (b) the person formed by or surviving any such consolidation or merger (if other than Celanese US or Celanese, as the case may be) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership organized or existing under the laws of the jurisdiction of organization of Celanese US or the United States, any state of the United States, the District of Columbia or any territory thereof (Celanese US or such person, as the case may be, hereinafter referred to as the Successor Company); | |
(2) | the Successor Company (if other than Celanese US or Celanese, as the case may be) expressly assumes all the obligations of Celanese US or Celanese, as the case may be, under the debt securities and the applicable indenture; | |
(3) | immediately after such transaction no default or Event of Default exists; and | |
(4) | Celanese US or Celanese, as the case may be, shall have delivered to the trustee a certificate from a responsible officer and an opinion of counsel, each stating that such consolidation, merger or transfer and such amendment or supplement (if any) comply with the applicable indenture. |
(1) | Celanese US defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the debt securities; | |
(2) | Celanese US defaults in the payment when due of interest on or with respect to the debt securities and such default continues for a period of 30 days; | |
(3) | Celanese US defaults in the performance of, or breaches any covenant, warranty or other agreement contained in the applicable indenture (other than a default in the performance or breach of a covenant, warranty or agreement which is specifically dealt with in clauses (1) or (2) above) and such default or breach continues for a period of 90 days after the notice specified below; | |
(4) | certain events of bankruptcy affecting Celanese US; | |
(5) | Celaneses guarantee with respect to such series of securities shall for any reason cease to be, or shall for any reason be asserted in writing by Celanese or Celanese US not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by the applicable indenture and such guarantee; or |
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(6) | any other Event of Default provided in the applicable supplemental indenture or resolution of the board of directors under which such series of securities is issued or in the form of security for such series. |
(1) | Celanese US has delivered to the trustee for cancellation all outstanding securities of such series, other than any securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in the indenture; | |
(2) | all outstanding securities of such series have become due and payable or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption, and Celanese US or Celanese shall have irrevocably deposited with the trustee as trust funds the entire amount, in funds or governmental obligations, or a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay at maturity or upon redemption all securities of such series; or |
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(3) | Celanese US has properly fulfilled any other means of satisfaction and discharge that may be set forth in the terms of the securities of such series. |
(1) | Celanese US and Celanese will be discharged from obligations with respect to the debt securities of such series (legal defeasance); or | |
(2) | Celanese US and Celanese will no longer have any obligation to comply with the restrictive covenants under the indenture, and the related events of default will no longer apply to us (covenant defeasance). |
(1) | reduce the amount of debt securities of any series whose holders must consent to an amendment, supplement or waiver; | |
(2) | reduce the rate of or change the time for payment of interest on the debt securities of any series; | |
(3) | reduce the principal or change the stated maturity of any debt securities of any series; | |
(4) | reduce any premium payable on the redemption of any debt security or change the time at which any debt security may or must be redeemed; | |
(5) | make payments on any debt security payable in currency other than as originally stated in such debt security; | |
(6) | impair the holders right to institute suit for the enforcement of any payment on any debt security; | |
(7) | make any change in the percentage of principal amount of the debt securities of any series necessary to waive compliance with certain provisions of the indenture under which such debt securities were issued or to make any change in this provision for modification; or |
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(8) | waive a continuing default or event of default regarding any payment on the debt securities of any series. |
(1) | to cure any ambiguity, omission, defect or inconsistency; | |
(2) | to provide for the assumption of the obligations of Celanese or Celanese US under the indenture by a successor upon any merger, consolidation or transfer of substantially all of the assets of Celanese US or Celanese, as applicable; | |
(3) | to provide for uncertificated debt securities in addition to or in place of certificated debt securities; | |
(4) | to provide any security for or guarantees of the debt securities or for the addition of an additional obligor on the debt securities; | |
(5) | to comply with any requirement to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended, if applicable; | |
(6) | to add covenants that would benefit the holders of any outstanding series of debt securities or to surrender any rights of Celanese US or Celanese under the indenture; | |
(7) | to add additional Events of Default with respect to any series of debt securities; | |
(8) | to change or eliminate any of the provisions of the indenture, provided that any such change or elimination shall not become effective with respect to any outstanding debt security of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; | |
(9) | to provide for the issuance of and establish forms and terms and conditions of a new series of debt securities; | |
(10) | to permit or facilitate the defeasance and discharge of the debt securities; | |
(11) | to issue additional debt securities of any series; provided that such additional debt securities have the same terms as, and be deemed part of the same series as, the applicable series of debt securities to the extent required under the indenture; | |
(12) | to make any change that does not adversely affect the rights of any holder of outstanding debt securities in any material respect; or | |
(13) | to evidence and provide for the acceptance of appointment by a successor trustee with respect to the debt securities of one or more series and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trust by more than one trustee. |
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| directly to one or more purchasers; | |
| through agents; | |
| through underwriters, brokers or dealers; or | |
| through a combination of any of these methods of sale. |
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Item 14. | Other Expenses of Issuance and Distribution. |
Amount
|
||||||||
SEC registration fee
|
$ | (1 | ) | |||||
Legal fees and expenses
|
(2 | ) | ||||||
Printing fees and expenses
|
(2 | ) | ||||||
Trustee fees and expenses
|
(2 | ) | ||||||
Blue Sky fees and expenses
|
(2 | ) | ||||||
Accounting fees and expenses
|
(2 | ) | ||||||
Rating agency fees
|
(2 | ) | ||||||
Miscellaneous expenses
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(2 | ) | ||||||
Total
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$ | (2 | ) |
(1) | To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under this registration statement pursuant to Rule 457(r). | |
(2) | An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
Item 15. | Indemnification of Directors and Officers. |
(1) | to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified |
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against expenses, including attorneys fees, actually and reasonably incurred by such person in connection therewith; |
(2) | the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and | |
(3) | the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such persons status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145. |
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Item 16. | Exhibits. |
1 | .1* | Form of Underwriting Agreement. | ||
4 | .1 | Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Celaneses Annual Report on Form 10-K filed with the SEC on February 11, 2011). | ||
4 | .2 | Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008). | ||
4 | .3 | Form of certificate of Series A common stock (incorporated by reference to Exhibit 4.1 to Celaneses Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005). | ||
4 | .4* | Form of certificate of offered preferred stock. | ||
4 | .5* | Form of certificate of designations for offered preferred stock. | ||
4 | .6 | Form of Senior Debt Securities Indenture. | ||
4 | .7 | Form of Subordinated Debt Securities Indenture. | ||
4 | .8* | Forms of Debt Securities. | ||
5 | .1 | Opinion of Gibson, Dunn & Crutcher LLP. | ||
12 | .1 | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||
23 | .1 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | ||
23 | .2 | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Celanese Corporation. | ||
23 | .3 | Consent of Deloitte & Touche LLP, Independent Auditors of CTE Petrochemicals Company. | ||
23 | .4 | Consent of Deloitte & Touche Bakr Abulkhair & Co., Independent Auditors of National Methanol Company. | ||
24 | .1 | Power of Attorney with respect to Celanese Corporation. | ||
24 | .2 | Powers of Attorney with respect to Celanese US Holdings LLC and the co-registrants (included on the signature pages of this registration statement). | ||
25 | .1 | Statement of Eligibility of Trustee on Form T-1 for Senior Debt Securities. | ||
25 | .2 | Statement of Eligibility of Trustee on Form T-1 for Subordinated Debt Securities. |
Item 17. | Undertakings. |
(a) | The undersigned registrants hereby undertake: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of |
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prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be this initial bona fide offering thereof. | |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. | |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(A) | Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to that securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424; |
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(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants; | |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and | |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser. |
(b) | The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of Celanese Corporations annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each appropriate registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
II-7
By: |
/s/ Steven M.
Sterin
|
Title: |
Senior Vice President and Chief Financial Officer |
Signature | Title | |||
* David N. Weidman |
Chairman and Chief Executive Officer (Principal Executive Officer); Director |
|||
/s/ Steven
M. Sterin Steven M. Sterin |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
|||
* Christopher W. Jensen |
Senior Vice President, Finance (Principal Accounting Officer) |
|||
* James E. Barlett |
Director | |||
* David F. Hoffmeister |
Director | |||
* Martin G. McGuinn |
Director | |||
* Paul H. ONeill |
Director | |||
* Mark C. Rohr |
Director | |||
* Daniel S. Sanders |
Director | |||
* Farah M. Walters |
Director | |||
* John K. Wulff |
Director |
By: |
/s/ Steven
M. Sterin
|
II-8
By: |
/s/ Christopher W.
Jensen
|
Title: | President |
Signature | Title | Date | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President and Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-9
By: |
/s/ Christopher W.
Jensen
|
Title: | President |
Signature | Title | Date | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President and Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Manager | April 29, 2011 |
II-10
By: |
/s/ Christopher W.
Jensen
|
Title: | President |
Signature | Title | Date | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President and Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Manager | April 29, 2011 |
II-11
By: |
/s/ Christopher W.
Jensen
|
Title: | Treasurer |
Signature | Title | Date | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
President (Principal Executive Officer); Director |
April 29, 2011 | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-12
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Executive Officer and Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Director | April 29, 2011 |
II-13
By: | CELANESE INTERNATIONAL CORPORATION, its general partner |
By: |
/s/ Douglas
M. Madden
|
Title: | President |
Signature | Title | Date | ||||
/s/ Douglas
M. Madden Douglas M. Madden |
President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Director | April 29, 2011 |
II-14
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ Christopher
W. Jensen Christopher W. Jensen |
Treasurer (Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Mats
Bjoerkman Mats Bjoerkman |
Manager | April 29, 2011 |
II-15
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ Douglas
M. Madden Douglas M. Madden |
President and Manager (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Vice President (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-16
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Executive Officer and Principal Financial and Accounting Officer) |
April 29, 2011 | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Manager | April 29, 2011 |
II-17
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ John
R. Wardzel John R. Wardzel |
Vice President (Principal Executive Officer); Manager |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-18
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Vice President (Principal Executive Officer) |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Financial and Accounting Officer); Manager |
April 29, 2011 |
II-19
By: |
/s/ John
W. Howard
|
Title: | Vice President |
Signature | Title | Date | ||||
/s/ John
R. Wardzel John R. Wardzel |
Vice President (Principal Executive Officer); Director | April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-20
By: |
/s/ Steven
M. Sterin
|
Title: | Vice President and Controller |
Signature | Title | Date | ||||
/s/ Steven
M. Sterin Steven M. Sterin |
Vice President and Controller (Principal Executive Officer); Manager |
April 29, 2011 | ||||
/s/ John
W. Howard John W. Howard |
Vice President, Tax (Principal Financial and Accounting Officer) |
April 29, 2011 |
II-21
Exhibit |
||
Number |
Description
|
|
1.1*
|
Form of Underwriting Agreement. | |
4.1
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Celaneses Annual Report on Form 10-K filed with the SEC on February 11, 2011). | |
4.2
|
Third Amended and Restated By-laws, effective as of October 23, 2008 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 29, 2008). | |
4.3
|
Form of certificate of Series A common stock (incorporated by reference to Exhibit 4.1 to Celaneses Registration Statement on Form S-1 (File No. 333-120187) filed with the SEC on January 13, 2005). | |
4.4*
|
Form of certificate of offered preferred stock. | |
4.5*
|
Form of certificate of designations for offered preferred stock. | |
4.6
|
Form of Senior Debt Securities Indenture. | |
4.7
|
Form of Subordinated Debt Securities Indenture. | |
4.8*
|
Forms of Debt Securities. | |
5.1
|
Opinion of Gibson, Dunn & Crutcher LLP. | |
12.1
|
Statement of Computation of Ratio of Earnings to Fixed Charges. | |
23.1
|
Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm of Celanese Corporation. | |
23.3
|
Consent of Deloitte & Touche LLP, Independent Auditors of CTE Petrochemicals Company. | |
23.4
|
Consent of Deloitte & Touche Bakr Abulkhair & Co., Independent Auditors of National Methanol Company. | |
24.1
|
Power of Attorney with respect to Celanese Corporation. | |
24.2
|
Powers of Attorney with respect to Celanese US Holdings LLC and the co-registrants (included on the signature pages of this registration statement). | |
25.1
|
Statement of Eligibility of Trustee on Form T-1 for Senior Debt Securities. | |
25.2
|
Statement of Eligibility of Trustee on Form T-1 for Subordinated Debt Securities. |
Page | ||||
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE | 1 | |||
Section 1.1. |
Definitions | 1 | ||
Section 1.2. |
Other Definitions | 5 | ||
Section 1.3. |
Rules of Construction | 5 | ||
ARTICLE II. THE SECURITIES | 6 | |||
Section 2.1. |
Issuable in Series | 6 | ||
Section 2.2. |
Establishment of Terms of Series of Securities | 6 | ||
Section 2.3. |
Execution and Authentication | 9 | ||
Section 2.4. |
Registrar, Paying Agent and Transfer Agent | 10 | ||
Section 2.5. |
Paying Agent to Hold Money in Trust | 11 | ||
Section 2.6. |
Securityholder Lists | 11 | ||
Section 2.7. |
Transfer and Exchange | 11 | ||
Section 2.8. |
Mutilated, Destroyed, Lost and Stolen Securities | 12 | ||
Section 2.9. |
Outstanding Securities | 12 | ||
Section 2.10. |
Treasury Securities | 13 | ||
Section 2.11. |
Temporary Securities | 13 | ||
Section 2.12. |
Cancellation | 13 | ||
Section 2.13. |
Global Securities | 14 | ||
Section 2.14. |
CUSIP Numbers | 15 | ||
Section 2.15. |
Form of Parent Guarantee | 15 | ||
ARTICLE III. REDEMPTION | 16 | |||
Section 3.1. |
Notice to Trustee; No Liability for Calculations | 16 | ||
Section 3.2. |
Selection of Securities to be Redeemed | 16 | ||
Section 3.3. |
Notice of Redemption | 17 | ||
Section 3.4. |
Effect of Notice of Redemption | 18 | ||
Section 3.5. |
Deposit of Redemption Price | 18 | ||
Section 3.6. |
Securities Redeemed in Part | 18 | ||
Section 3.7. |
Sinking Fund | 19 | ||
Section 3.8. |
Satisfaction of Sinking Fund Payments with Securities | 19 | ||
Section 3.9. |
Redemption of Securities for Sinking Fund | 19 | ||
ARTICLE IV. COVENANTS | 20 | |||
Section 4.1. |
Payment of Principal, Premium and Interest | 20 | ||
Section 4.2. |
Compliance Certificate | 20 | ||
Section 4.3. |
Stay, Extension and Usury Laws | 20 | ||
Section 4.4. |
Corporate Existence | 21 | ||
Section 4.5. |
Reports | 21 | ||
ARTICLE V. SUCCESSORS | 21 | |||
Section 5.1. |
Consolidation, Merger and Sale of Assets | 21 | ||
ARTICLE VI. DEFAULTS AND REMEDIES | 22 | |||
Section 6.1. |
Events of Default | 22 | ||
Section 6.2. |
Acceleration of Maturity; Rescission and Annulment | 23 | ||
Section 6.3. |
Collection of Indebtedness and Suits for Enforcement by Trustee | 24 | ||
Section 6.4. |
Trustee May File Proofs of Claim | 24 |
i
Section 6.5. |
Trustee May Enforce Claims Without Possession of Securities | 25 | ||
Section 6.6. |
Application of Money Collected | 25 | ||
Section 6.7. |
Limitation on Suits | 26 | ||
Section 6.8. |
Unconditional Right of Holders to Receive Principal and Interest | 26 | ||
Section 6.9. |
Restoration of Rights and Remedies | 26 | ||
Section 6.10. |
Rights and Remedies Cumulative | 27 | ||
Section 6.11. |
Delay or Omission Not Waiver | 27 | ||
Section 6.12. |
Control by Holders | 27 | ||
Section 6.13. |
Waiver of Past Defaults | 27 | ||
Section 6.14. |
Undertaking for Costs | 28 | ||
ARTICLE VII. TRUSTEE | 28 | |||
Section 7.1. |
Duties of Trustee | 28 | ||
Section 7.2. |
Rights of Trustee | 29 | ||
Section 7.3. |
May Hold Securities | 31 | ||
Section 7.4. |
Trustees Disclaimer | 31 | ||
Section 7.5. |
Notice of Defaults | 31 | ||
Section 7.6. |
Compensation and Indemnity | 31 | ||
Section 7.7. |
Replacement of Trustee | 32 | ||
Section 7.8. |
Successor Trustee by Merger, etc. | 34 | ||
Section 7.9. |
Eligibility; Disqualification | 34 | ||
Section 7.10. |
Preferential Collection of Claims Against Issuer | 34 | ||
ARTICLE VIII. DISCHARGE OF INDENTURE | 35 | |||
Section 8.1. |
Termination of Issuers Obligations | 35 | ||
Section 8.2. |
Application of Trust Money | 38 | ||
Section 8.3. |
Repayment to Issuer or Parent Guarantor | 38 | ||
Section 8.4. |
Reinstatement | 39 | ||
ARTICLE IX. AMENDMENTS AND WAIVERS | 39 | |||
Section 9.1. |
Without Consent of Holders | 39 | ||
Section 9.2. |
With Consent of Holders | 40 | ||
Section 9.3. |
Limitations | 41 | ||
Section 9.4. |
Form of Amendments | 41 | ||
Section 9.5. |
Revocation and Effect of Consents | 42 | ||
Section 9.6. |
Notation on or Exchange of Securities | 42 | ||
Section 9.7. |
Trustee Protected | 42 | ||
ARTICLE X. MISCELLANEOUS | 42 | |||
Section 10.1. |
Notices | 42 | ||
Section 10.2. |
Communication by Holders with Other Holders | 44 | ||
Section 10.3. |
Certificate and Opinion as to Conditions Precedent | 44 | ||
Section 10.4. |
Statements Required in Certificate or Opinion | 44 | ||
Section 10.5. |
Rules by Trustee and Agents | 45 | ||
Section 10.6. |
Legal Holidays | 45 | ||
Section 10.7. |
No Personal Liability of Directors, Officers, Employees and Certain Others | 45 | ||
Section 10.8. |
Counterparts | 45 | ||
Section 10.9. |
Governing Laws | 46 | ||
Section 10.10. |
No Adverse Interpretation of Other Agreements | 46 |
ii
Section 10.11. |
Successors | 46 | ||
Section 10.12. |
Severability | 46 | ||
Section 10.13. |
Table of Contents, Headings, Etc. | 46 | ||
Section 10.14. |
Judgment Currency | 46 | ||
Section 10.15. |
English Language | 47 | ||
Section 10.16. |
Submission to Jurisdiction; Appointment of Agent | 47 | ||
Section 10.17. |
Waiver of Immunity | 48 | ||
Section 10.18. |
Waiver of Jury Trial | 48 | ||
ARTICLE XI. GUARANTEES | 48 | |||
Section 11.01 |
Parent Guarantee | 48 | ||
Section 11.02 |
Execution and Delivery of Parent Guarantee | 49 | ||
Section 11.03 |
Release of Parent Guarantee | 50 |
iii
2
3
4
TERM | DEFINED IN | |||
SECTION | ||||
Acceleration Notice |
6.2 | |||
Bankruptcy Law |
6.1 | |||
covenant defeasance |
8.1(b) | |||
Custodian |
6.1 | |||
Event of Default |
6.1 | |||
Issuer |
Preamble | |||
Judgment Currency |
10.14 | |||
legal defeasance |
8.1(c) | |||
Legal Holiday |
10.6 | |||
New York Banking Day |
10.14 | |||
Paying Agent |
2.4 | |||
Process Agent |
10.16 | |||
Registrar |
2.4 | |||
Related Proceeding |
10.16 | |||
Required Currency |
10.14 | |||
Successor Company |
5.01 | |||
TIA |
7.10 | |||
Transfer Agent |
2.4 |
5
6
7
8
9
10
11
12
13
14
15
Dated: |
||||||
CELANESE CORPORATION | ||||||
By: | ||||||
Name: | ||||||
Title: |
16
17
18
19
20
21
22
23
24
25
26
27
(1) | the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and |
||
(2) | in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine such certificates
and opinions to determine whether, on |
28
their face, they appear to
conform to the requirements of this Indenture. |
(1) | this paragraph does not limit the effect of
paragraph (b) of this Section 7.1; and |
||
(2) | the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was grossly negligent in ascertaining the
pertinent facts. |
29
30
31
32
33
34
(1) | either |
35
36
37
38
39
40
41
42
43
1. | an Officers Certificate stating that, in
the opinion of the signer, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have
been complied with; and |
||
2. | an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent have been
complied with. |
1. | a statement that the Person making such
certificate or opinion has read such covenant or condition; |
||
2. | a brief statement as to the nature and
scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; |
44
3. | a statement that, in the opinion of such
Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and |
||
4. | a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied
with. |
45
46
47
48
49
50
CELANESE US HOLDINGS LLC |
|||
By: | |||
Name: | |||
Title: | |||
CELANESE CORPORATION |
|||
By: | |||
Name: | |||
Title: |
WELLS FARGO BANK, NATIONAL
ASSOCIATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE | 1 | |||
Section 1.1. |
Definitions | 1 | ||
Section 1.2. |
Other Definitions | 5 | ||
Section 1.3. |
Rules of Construction | 5 | ||
ARTICLE II. THE SECURITIES | 6 | |||
Section 2.1. |
Issuable in Series | 6 | ||
Section 2.2. |
Establishment of Terms of Series of Securities | 6 | ||
Section 2.3. |
Execution and Authentication | 9 | ||
Section 2.4. |
Registrar, Paying Agent and Transfer Agent | 10 | ||
Section 2.5. |
Paying Agent to Hold Money in Trust | 11 | ||
Section 2.6. |
Securityholder Lists | 11 | ||
Section 2.7. |
Transfer and Exchange | 11 | ||
Section 2.8. |
Mutilated, Destroyed, Lost and Stolen Securities | 12 | ||
Section 2.9. |
Outstanding Securities | 12 | ||
Section 2.10. |
Treasury Securities | 13 | ||
Section 2.11. |
Temporary Securities | 13 | ||
Section 2.12. |
Cancellation | 13 | ||
Section 2.13. |
Global Securities | 14 | ||
Section 2.14. |
CUSIP Numbers | 15 | ||
Section 2.15. |
Form of Parent Guarantee | 16 | ||
ARTICLE III. REDEMPTION | 16 | |||
Section 3.1. |
Notice to Trustee; No Liability for Calculations | 16 | ||
Section 3.2. |
Selection of Securities to be Redeemed | 17 | ||
Section 3.3. |
Notice of Redemption | 17 | ||
Section 3.4. |
Effect of Notice of Redemption | 18 | ||
Section 3.5. |
Deposit of Redemption Price | 18 | ||
Section 3.6. |
Securities Redeemed in Part | 18 | ||
Section 3.7. |
Sinking Fund | 19 | ||
Section 3.8. |
Satisfaction of Sinking Fund Payments with Securities | 19 | ||
Section 3.9. |
Redemption of Securities for Sinking Fund | 19 | ||
ARTICLE IV. COVENANTS | 20 | |||
Section 4.1. |
Payment of Principal, Premium and Interest | 20 | ||
Section 4.2. |
Compliance Certificate | 20 | ||
Section 4.3. |
Stay, Extension and Usury Laws | 20 | ||
Section 4.4. |
Corporate Existence | 21 | ||
Section 4.5. |
Reports | 21 | ||
ARTICLE V. SUCCESSORS | 21 | |||
Section 5.1. |
Consolidation, Merger and Sale of Assets | 21 | ||
ARTICLE VI. DEFAULTS AND REMEDIES | 22 | |||
Section 6.1. |
Events of Default | 22 | ||
Section 6.2. |
Acceleration of Maturity; Rescission and Annulment | 23 | ||
Section 6.3. |
Collection of Indebtedness and Suits for Enforcement by Trustee | 24 | ||
Section 6.4. |
Trustee May File Proofs of Claim | 24 |
i
Section 6.5. |
Trustee May Enforce Claims Without Possession of Securities | 25 | ||
Section 6.6. |
Application of Money Collected | 25 | ||
Section 6.7. |
Limitation on Suits | 26 | ||
Section 6.8. |
Unconditional Right of Holders to Receive Principal and Interest | 26 | ||
Section 6.9. |
Restoration of Rights and Remedies | 26 | ||
Section 6.10. |
Rights and Remedies Cumulative | 27 | ||
Section 6.11. |
Delay or Omission Not Waiver | 27 | ||
Section 6.12. |
Control by Holders | 27 | ||
Section 6.13. |
Waiver of Past Defaults | 28 | ||
Section 6.14. |
Undertaking for Costs | 28 | ||
ARTICLE VII. TRUSTEE | 28 | |||
Section 7.1. |
Duties of Trustee | 28 | ||
Section 7.2. |
Rights of Trustee | 29 | ||
Section 7.3. |
May Hold Securities | 31 | ||
Section 7.4. |
Trustees Disclaimer | 31 | ||
Section 7.5. |
Notice of Defaults | 31 | ||
Section 7.6. |
Compensation and Indemnity | 31 | ||
Section 7.7. |
Replacement of Trustee | 32 | ||
Section 7.8. |
Successor Trustee by Merger, etc. | 34 | ||
Section 7.9. |
Eligibility; Disqualification | 34 | ||
Section 7.10. |
Preferential Collection of Claims Against Issuer | 34 | ||
ARTICLE VIII. DISCHARGE OF INDENTURE | 35 | |||
Section 8.1. |
Termination of Issuers Obligations | 35 | ||
Section 8.2. |
Application of Trust Money | 38 | ||
Section 8.3. |
Repayment to Issuer or Parent Guarantor | 38 | ||
Section 8.4. |
Reinstatement | 39 | ||
ARTICLE IX. AMENDMENTS AND WAIVERS | 39 | |||
Section 9.1. |
Without Consent of Holders | 39 | ||
Section 9.2. |
With Consent of Holders | 40 | ||
Section 9.3. |
Limitations | 41 | ||
Section 9.4. |
Form of Amendments | 42 | ||
Section 9.5. |
Revocation and Effect of Consents | 42 | ||
Section 9.6. |
Notation on or Exchange of Securities | 42 | ||
Section 9.7. |
Trustee Protected | 42 | ||
ARTICLE X. MISCELLANEOUS | 42 | |||
Section 10.1. |
Notices | 42 | ||
Section 10.2. |
Communication by Holders with Other Holders | 44 | ||
Section 10.3. |
Certificate and Opinion as to Conditions Precedent | 44 | ||
Section 10.4. |
Statements Required in Certificate or Opinion | 44 | ||
Section 10.5. |
Rules by Trustee and Agents | 45 | ||
Section 10.6. |
Legal Holidays | 45 | ||
Section 10.7. |
No Personal Liability of Directors, Officers, Employees and Certain Others | 45 | ||
Section 10.8. |
Counterparts | 45 | ||
Section 10.9. |
Governing Laws | 46 | ||
Section 10.10. |
No Adverse Interpretation of Other Agreements | 46 |
ii
Section 10.11. |
Successors | 46 | ||
Section 10.12. |
Severability | 46 | ||
Section 10.13. |
Table of Contents, Headings, Etc. | 46 | ||
Section 10.14. |
Judgment Currency | 46 | ||
Section 10.15. |
English Language | 47 | ||
Section 10.16. |
Submission to Jurisdiction; Appointment of Agent | 47 | ||
Section 10.17. |
Waiver of Immunity | 48 | ||
Section 10.18. |
Waiver of Jury Trial | 48 | ||
ARTICLE XI. GUARANTEES | 48 | |||
Section 11.01 |
Parent Guarantee | 48 | ||
Section 11.02 |
Execution and Delivery of Parent Guarantee | 49 | ||
Section 11.03 |
Release of Parent Guarantee | 50 | ||
ARTICLE XII. SUBORDINATION OF SECURITIES | 50 | |||
Section 12.1. |
Subordination Terms | 50 |
iii
2
3
4
TERM |
DEFINED IN | |
SECTION |
||
Acceleration Notice |
6.2 | |
Bankruptcy Law |
6.1 | |
covenant defeasance |
8.1(b) | |
Custodian |
6.1 | |
Event of Default |
6.1 | |
Issuer |
Preamble | |
Judgment Currency |
10.14 | |
legal defeasance |
8.1(c) | |
Legal Holiday |
10.6 | |
New York Banking Day |
10.14 | |
Paying Agent |
2.4 | |
Process Agent |
10.16 | |
Registrar |
2.4 | |
Related Proceeding |
10.16 | |
Required Currency |
10.14 | |
Successor Company |
5.01 | |
TIA |
7.10 | |
Transfer Agent |
2.4 |
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
(1) | the Trustee need perform only those duties that
are specifically set forth in this Indenture and no others, and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and |
28
(2) | in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture. However, the Trustee shall examine such certificates
and opinions to determine whether, on their face, they appear to
conform to the requirements of this Indenture. |
(1) | this paragraph does not limit the effect of
paragraph (b) of this Section 7.1; and |
||
(2) | the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was grossly negligent in ascertaining the
pertinent facts. |
29
30
31
32
33
34
(1) | either |
35
36
37
38
39
40
41
42
43
1. | an Officers Certificate stating that, in
the opinion of the signer, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have
been complied with; and |
||
2. | an Opinion of Counsel stating that, in
the opinion of such counsel, all such conditions precedent have been
complied with. |
1. | a statement that the Person making such
certificate or opinion has read such covenant or condition; |
44
2. | a brief statement as to the nature and
scope of the examination or investigation upon which the statements
or opinions contained in such certificate or opinion are based; |
||
3. | a statement that, in the opinion of such
Person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and |
||
4. | a statement as to whether or not, in the
opinion of such Person, such condition or covenant has been complied
with. |
45
46
47
48
49
50
CELANESE US HOLDINGS LLC |
||||
By: | ||||
Name: | ||||
Title: | ||||
CELANESE CORPORATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
WELLS FARGO BANK, NATIONAL
ASSOCIATION |
||||
By: | ||||
Name: | ||||
Title: | ||||
![]() April
29, 2011
|
Gibson, Dunn & Crutcher LLP 200 Park Avenue New York, NY 10166-0193 Direct: 212.351.4000 |
|
Fax: 212.351.4034 | ||
Celanese Corporation |
||
Celanese US Holdings LLC
|
||
1601 West LBJ Freeway |
||
Dallas, Texas 75234 |
Re: | Celanese Corporation Celanese US Holdings LLC Registration Statement on Form S-3 |
(1) | With respect to Debt Securities to be issued under one or more indentures (each, an Indenture), when (a) the Indenture and the applicable supplement thereto, if any, has been duly authorized and validly executed and delivered by the Company and the trustee thereunder and (b) the Debt Securities have been executed, issued, delivered and authenticated in accordance with the terms of the Indenture and the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for |
therein, the Debt Securities will constitute legal, valid and binding obligations of the Company. |
(2) | With respect to the Preferred Stock, when (a) the applicable Certificate of Designation for the Preferred Stock to be issued has been duly filed with the Office of the Secretary of State of the State of Delaware and (b) the shares of Preferred Stock have been issued and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, the shares of Preferred Stock will be validly issued, fully paid and non-assessable. | ||
(3) | With respect to the Common Stock, when the shares of Common Stock have been issued and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement against the receipt of requisite consideration therefor provided for therein, such shares of Common Stock will be validly issued, fully paid and non-assessable. | ||
(4) | With respect to the Guarantees, when the Debt Securities have been executed and delivered on behalf of the Company in the form contemplated by the Indenture and authenticated by the trustee thereunder, the Guarantees will be legal, valid and binding obligations of the Guarantors. |
A. | We have assumed the completion of all corporate action required to be taken by the Company to duly authorize each proposed issuance of Securities. | ||
B. | We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York, the State of Texas, the United States of America, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We are not engaged in practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law and the Delaware Limited Liability Company Act as currently in effect and have made such inquiries as we consider necessary to render the opinions contained herein. We have further assumed without independent investigation that the operating agreement of the each of the Guarantors that is a Delaware limited liability company constitutes a legal, valid and binding obligation of each party thereto, enforceable against it in accordance with its terms; to the extent our opinion is dependent on the interpretation of such agreement, it is based on the |
plain meaning of the provisions thereof in light of the Delaware Limited Liability Company Act. This opinion is limited to the effect of the current state of the laws of the State of New York, the State of Texas, the United States of America and, to the limited extent set forth above, the State of Delaware and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretation thereof or such facts after such time as the Registration Statement is filed. |
C. | The opinions set forth in paragraphs (1) and (2) are subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers, preferential transfers or distributions by companies to equity holders and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law. | ||
D. | We express no opinion regarding (i) the effectiveness of any waiver (whether or not stated as such) of, or any consent thereunder relating to, any unknown future rights or the rights of any party thereto existing, or duties owing to it, as a matter of law; (ii) the effectiveness of any waiver (whether or not stated as such) of rights of any party, or duties owing to it, that is broadly or vaguely stated or does not describe the right or duty purportedly waived with reasonable specificity; (iii) the effectiveness of any waiver of stay, extension or usury laws; (iv) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to public policy or federal or state securities laws or due to the negligence or willful misconduct of the indemnified party; (v) any provision to the effect that every right or remedy is cumulative and may be exercised in addition to any other right or remedy or that the election of some particular remedy does not preclude recourse to one or more others or that failure to exercise or delay in exercising rights or remedies will not operate as a waiver of any such right or remedy or (vi) the availability of damages or other remedies not specified in the Debt Securities, the Guarantees or the Indentures in respect of breach of any covenants (other than covenants relating to the payment of principal, interest, indemnities and expenses). |
Three Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
March 31, | Year Ended December 31, | |||||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||
(In $ millions, except ratios) | ||||||||||||||||||||||||
Earnings: |
||||||||||||||||||||||||
Earnings (loss) from continuing operations before tax |
180 | 538 | 251 | 433 | 437 | 549 | ||||||||||||||||||
Subtract |
||||||||||||||||||||||||
Equity in net earnings of affiliates |
(43 | ) | (168 | ) | (99 | ) | (172 | ) | (150 | ) | (162 | ) | ||||||||||||
Add |
||||||||||||||||||||||||
Income distributions from equity investments |
73 | 138 | 78 | 183 | 135 | 162 | ||||||||||||||||||
Amortization of capitalized interest |
1 | 2 | 2 | 2 | 1 | 3 | ||||||||||||||||||
Total fixed charges |
69 | 262 | 268 | 324 | 322 | 350 | ||||||||||||||||||
Total earnings as defined before combined fixed charges |
280 | 772 | 500 | 770 | 745 | 902 | ||||||||||||||||||
Fixed charges: |
||||||||||||||||||||||||
Interest expense |
55 | 204 | 207 | 261 | 262 | 294 | ||||||||||||||||||
Capitalized interest |
1 | 2 | 2 | 6 | 9 | 6 | ||||||||||||||||||
Estimated interest portion of rent expense |
13 | 53 | 49 | 47 | 41 | 36 | ||||||||||||||||||
Cumulative preferred stock dividends |
| 3 | 10 | 10 | 10 | 10 | ||||||||||||||||||
Guaranteed payment to minority shareholders |
| | | | | 4 | ||||||||||||||||||
Total combined fixed charges |
69 | 262 | 268 | 324 | 322 | 350 | ||||||||||||||||||
Ratio of earnings to combined fixed charges |
4.0 | x | 2.9x | 1.9x | 2.4x | 2.3x | 2.6x |
Signature |
Title |
Date |
||
/s/ David N. Weidman
|
Chairman and Chief Executive Officer (Principal Executive Officer); Director |
April 21, 2011 | ||
/s/ Steven M. Sterin
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
April 21, 2011 | ||
/s/ Christopher W. Jensen
|
Senior Vice President, Finance (Principal Accounting Officer) |
April 21, 2011 | ||
/s/ James E. Barlett
|
Director | April 21, 2011 | ||
/s/ David F. Hoffmeister
|
Director | April 21, 2011 | ||
/s/ Martin G. McGuinn
|
Director | April 21, 2011 | ||
/s/ Paul H. ONeill
|
Director | April 21, 2011 | ||
/s/ Mark C. Rohr
|
Director | April 21, 2011 | ||
/s/ Daniel S. Sanders
|
Director | April 21, 2011 | ||
/s/ Farah M. Walters
|
Director | April 21, 2011 | ||
/s/ John K. Wulff
|
Director | April 21, 2011 |
A National Banking Association
|
94-1347393 | |||
(Jurisdiction of incorporation or
|
(I.R.S. Employer | |||
organization if not a U.S. national
|
Identification No.) | |||
bank) |
||||
101 North Phillips Avenue |
||||
Sioux Falls, South Dakota
|
57104 | |||
(Address of principal executive offices)
|
(Zip code) |
Delaware
|
20-1206848 | |
(State or other jurisdiction of
|
(I.R.S. Employer | |
incorporation or organization)
|
Identification No.) |
Exact name of | State of | IRS | ||
Additional Registrant as | Incorporation or | Employee | ||
Specified in it Charter | Organization | Identification No. | ||
Celanese Corporation
|
Delaware | 98-0420726 | ||
Celanese Americas LLC
|
Delaware | 22-1862783 | ||
Celanese Acetate LLC
|
Delaware | 56-2051387 | ||
Celanese Chemicals, Inc.
|
Delaware | 13-2916623 | ||
Celanese Fibers Operations LLC
|
Delaware | 13-3373680 | ||
CNA Holdings LLC
|
Delaware | 13-5568434 | ||
Celanese International Corporation
|
Delaware | 75-2622529 | ||
Celtran, Inc.
|
Delaware | 56-0818166 | ||
CNA Funding LLC
|
Delaware | 22-3847453 | ||
KEP Americas Engineering Plastics, LLC
|
Delaware | 22-3537574 | ||
Ticona Fortron Inc.
|
Delaware | 22-3140276 | ||
Ticona Polymers, Inc.
|
Delaware | 13-3313358 | ||
Ticona LLC
|
Delaware | 22-3546190 | ||
Celanese Global Relocation LLC
|
Delaware | 41-2243055 | ||
Celanese Ltd.
|
Texas | 75-2622526 |
* | Each Guarantor has the same principal executive office and phone number as Celanese US Holdings LLC |
Item 1. | General Information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. | ||
Comptroller of the Currency Administrator of National Banks United States Department of the Treasury Washington, D.C. 20219 |
|||
Federal Deposit Insurance Corporation 550 17th Street, N.W. Washington, D.C. 20429 |
|||
Federal Reserve Bank of San Francisco P.O. Box 7702 San Francisco, CA 94120 |
|||
(b) | Whether it is authorized to exercise corporate trust powers. | ||
The trustee is authorized to exercise corporate trust powers. |
Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
Item 15. | Foreign Trustee. Not applicable. |
Item 16. | List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. |
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |||
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** | |||
Exhibit 3. | See Exhibit 2 | |||
Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |||
Exhibit 5. | Not applicable. | |||
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |||
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |||
Exhibit 8. | Not applicable. | |||
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06. | |
** | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit TG3 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. | |
*** | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274. |
Dollar Amounts | ||||||||
In Millions | ||||||||
ASSETS |
||||||||
Cash and balances due from depository institutions: |
||||||||
Noninterest-bearing balances and currency and coin |
$ | 17,518 | ||||||
Interest-bearing balances |
57,228 | |||||||
Securities: |
||||||||
Held-to-maturity securities |
0 | |||||||
Available-for-sale securities |
150,439 | |||||||
Federal funds sold and securities purchased under agreements to resell: |
||||||||
Federal funds sold in domestic offices |
1,656 | |||||||
Securities purchased under agreements to resell |
16,821 | |||||||
Loans and lease financing receivables: |
||||||||
Loans and leases held for sale |
38,095 | |||||||
Loans and leases, net of unearned income |
691,483 | |||||||
LESS: Allowance for loan and lease losses |
19,637 | |||||||
Loans and leases, net of unearned income and allowance |
671,846 | |||||||
Trading Assets |
30,824 | |||||||
Premises and fixed assets (including capitalized leases) |
8,129 | |||||||
Other real estate owned |
5,713 | |||||||
Investments in unconsolidated subsidiaries and associated companies |
659 | |||||||
Direct and indirect investments in real estate ventures |
111 | |||||||
Intangible assets |
||||||||
Goodwill |
20,931 | |||||||
Other intangible assets |
26,452 | |||||||
Other assets |
55,856 | |||||||
Total assets |
$ | 1,102,278 | ||||||
LIABILITIES
|
||||||||
Deposits: |
||||||||
In domestic offices |
$ | 747,742 | ||||||
Noninterest-bearing |
165,559 | |||||||
Interest-bearing |
582,183 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
99,235 | |||||||
Noninterest-bearing |
2,029 | |||||||
Interest-bearing |
97,206 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
Federal funds purchased in domestic offices |
2,930 | |||||||
Securities sold under agreements to repurchase |
16,102 |
Dollar Amounts | ||||
In Millions | ||||
Trading liabilities |
15,647 | |||
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) |
40,254 | |||
Subordinated notes and debentures |
19,252 | |||
Other liabilities |
37,554 | |||
Total liabilities |
$ | 978,716 | ||
EQUITY CAPITAL |
||||
Perpetual preferred stock and related surplus |
0 | |||
Common stock |
519 | |||
Surplus (exclude all surplus related to preferred stock) |
98,971 | |||
Retained earnings |
17,489 | |||
Accumulated other comprehensive income |
5,280 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
122,259 | |||
Noncontrolling (minority) interests in consolidated subsidiaries |
1,303 | |||
Total equity capital |
123,562 | |||
Total liabilities, and equity capital |
$ | 1,102,278 | ||
Howard I. Atkins | ||
EVP & CFO |
John Stumpf
|
Directors | |
Dave Hoyt |
||
Michael Loughlin |
A National Banking Association
|
94-1347393 | |||
(Jurisdiction of incorporation or
|
(I.R.S. Employer | |||
organization if not a U.S. national
|
Identification No.) | |||
bank) |
||||
101 North Phillips Avenue |
||||
Sioux Falls, South Dakota
|
57104 | |||
(Address of principal executive offices)
|
(Zip code) |
Delaware
|
20-1206848 | |
(State or other jurisdiction of
|
(I.R.S. Employer | |
incorporation or organization)
|
Identification No.) |
Exact name of | State of | IRS | ||
Additional Registrant as | Incorporation or | Employee | ||
Specified in it Charter | Organization | Identification No. | ||
Celanese Corporation
|
Delaware | 98-0420726 | ||
Celanese Americas LLC
|
Delaware | 22-1862783 | ||
Celanese Acetate LLC
|
Delaware | 56-2051387 | ||
Celanese Chemicals, Inc.
|
Delaware | 13-2916623 | ||
Celanese Fibers Operations LLC
|
Delaware | 13-3373680 | ||
CNA Holdings LLC
|
Delaware | 13-5568434 | ||
Celanese International Corporation
|
Delaware | 75-2622529 | ||
Celtran, Inc.
|
Delaware | 56-0818166 | ||
CNA Funding LLC
|
Delaware | 22-3847453 | ||
KEP Americas Engineering Plastics, LLC
|
Delaware | 22-3537574 | ||
Ticona Fortron Inc.
|
Delaware | 22-3140276 | ||
Ticona Polymers, Inc.
|
Delaware | 13-3313358 | ||
Ticona LLC
|
Delaware | 22-3546190 | ||
Celanese Global Relocation LLC
|
Delaware | 41-2243055 | ||
Celanese Ltd.
|
Texas | 75-2622526 |
* | Each Guarantor has the same principal executive office and phone number as Celanese US Holdings LLC |
Item 1. | General Information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. | ||
Comptroller of the Currency Administrator of National Banks United States Department of the Treasury Washington, D.C. 20219 |
|||
Federal Deposit Insurance Corporation 550 17th Street, N.W. Washington, D.C. 20429 |
|||
Federal Reserve Bank of San Francisco P.O. Box 7702 San Francisco, CA 94120 |
|||
(b) | Whether it is authorized to exercise corporate trust powers. | ||
The trustee is authorized to exercise corporate trust powers. |
Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
Item 15. | Foreign Trustee. Not applicable. |
Item 16. | List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. |
Exhibit 1. | A copy of the Articles of Association of the trustee now in effect.* | |||
Exhibit 2. | A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** | |||
Exhibit 3. | See Exhibit 2 | |||
Exhibit 4. | Copy of By-laws of the trustee as now in effect.*** | |||
Exhibit 5. | Not applicable. | |||
Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |||
Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |||
Exhibit 8. | Not applicable. | |||
Exhibit 9. | Not applicable. |
* | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06. | |
** | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit TG3 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. | |
*** | Incorporated by reference to the exhibit of the same number to the trustees Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274. |
Dollar Amounts | ||||||||
In Millions | ||||||||
ASSETS |
||||||||
Cash and balances due from depository institutions: |
||||||||
Noninterest-bearing balances and currency and coin |
$ | 17,518 | ||||||
Interest-bearing balances |
57,228 | |||||||
Securities: |
||||||||
Held-to-maturity securities |
0 | |||||||
Available-for-sale securities |
150,439 | |||||||
Federal funds sold and securities purchased under agreements to resell: |
||||||||
Federal funds sold in domestic offices |
1,656 | |||||||
Securities purchased under agreements to resell |
16,821 | |||||||
Loans and lease financing receivables: |
||||||||
Loans and leases held for sale |
38,095 | |||||||
Loans and leases, net of unearned income |
691,483 | |||||||
LESS: Allowance for loan and lease losses |
19,637 | |||||||
Loans and leases, net of unearned income and allowance |
671,846 | |||||||
Trading Assets |
30,824 | |||||||
Premises and fixed assets (including capitalized leases) |
8,129 | |||||||
Other real estate owned |
5,713 | |||||||
Investments in unconsolidated subsidiaries and associated companies |
659 | |||||||
Direct and indirect investments in real estate ventures |
111 | |||||||
Intangible assets |
||||||||
Goodwill |
20,931 | |||||||
Other intangible assets |
26,452 | |||||||
Other assets |
55,856 | |||||||
Total assets |
$ | 1,102,278 | ||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
In domestic offices |
$ | 747,742 | ||||||
Noninterest-bearing |
165,559 | |||||||
Interest-bearing |
582,183 | |||||||
In foreign offices, Edge and Agreement subsidiaries, and IBFs |
99,235 | |||||||
Noninterest-bearing |
2,029 | |||||||
Interest-bearing |
97,206 | |||||||
Federal funds purchased and securities sold under agreements to repurchase: |
||||||||
Federal funds purchased in domestic offices |
2,930 | |||||||
Securities sold under agreements to repurchase |
16,102 |
Dollar Amounts | ||||
In Millions | ||||
Trading liabilities |
15,647 | |||
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) |
40,254 | |||
Subordinated notes and debentures |
19,252 | |||
Other liabilities |
37,554 | |||
Total liabilities |
$ | 978,716 | ||
EQUITY CAPITAL
Perpetual preferred stock and related surplus |
0 | |||
Common stock |
519 | |||
Surplus (exclude all surplus related to preferred stock) |
98,971 | |||
Retained earnings |
17,489 | |||
Accumulated other comprehensive income |
5,280 | |||
Other equity capital components |
0 | |||
Total bank equity capital |
122,259 | |||
Noncontrolling (minority) interests in consolidated subsidiaries |
1,303 | |||
Total equity capital |
123,562 | |||
Total liabilities, and equity capital |
$ | 1,102,278 | ||
Howard I. Atkins | ||
EVP & CFO |
John Stumpf
|
Directors | |
Dave Hoyt |
||
Michael Loughlin |
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end
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