Celanese Corporation Provides Capital Structure Update After Executing Series of Transactions to Extend Debt Maturity Profile

Celanese Corporation (NYSE: CE), (the “Company” or “Celanese”) a global chemical and specialty materials company, today announced the completion of a series of recent transactions to extend its debt maturity profile and lower the total effective net borrowing rate to the Company.

“These transactions demonstrate our commitment to proactively manage our debt maturity profile by aligning near-term maturities to a conservative outlook for free cash flow generation and divestiture proceeds,” said Chuck Kyrish, Senior Vice President and Chief Financial Officer. “Our broader deleveraging commitment remains to aggressively and prudently take actions to reach our targeted net debt to EBITDA metric of 3x.”

On March 14, 2025, Celanese US Holdings LLC, a subsidiary of the Company (the “Issuer”) completed registered offerings (the “Offering”) of approximately $2.6 billion aggregate principal amount of notes, including:

• $700 million aggregate principal amount of 6.500% Senior Notes due 2030,
• $1.1 billion aggregate principal amount of 6.750% Senior Notes due 2033, and
• €750 million (or approximately $810 million¹) aggregate principal amount of 5.000% Senior Notes due 2031.

The net proceeds from the Offering, together with borrowings under the Company’s 364-day term loan credit agreement, have or will be used to fund:

• the purchase of €552 million (or approximately $596 million¹) of the Issuer’s outstanding 4.777% Senior Notes due 2026 pursuant to a previously announced cash tender offer,
• the purchase of $500 million of the Issuer’s outstanding 6.165% Senior Notes due 2027 pursuant to a previously announced cash tender offer,
• the repayment of approximately $400 million of the Company’s outstanding borrowings under its five-year term loan credit agreement due 2027,
• the repayment of borrowings under the Company’s revolving credit facility due 2027,
• the repayment of the Issuer’s outstanding 6.050% Senior Notes due March 15, 2025, and
• related fees and expenses (collectively with the Offering, the “Refinancing Transactions”).

Following the completion of the Refinancing Transactions, the Company expects to extend the average maturity of its debt from 3.8 years to 4.8 years² and reduce the total value of the combined 2025 and 2026 debt maturities from $2.8 billion to $1.1 billion².

The Company also entered into a cross-currency swap to effectively convert $400 million of US dollar-denominated notes into Japanese yen-denominated borrowings at prevailing yen interest rates (the “Yen Currency Swap”).

Inclusive of the Refinancing Transactions and the impact of the Yen Currency Swap, the effective total net borrowing rate for the Company will be approximately 5.04%², a decrease of approximately 9 basis points.

“As an executive leadership team, we will continue to take bold actions at Celanese to drive cash conversion and debt paydown and to lift the EBITDA performance of the Company,” Chuck Kyrish continued. “Our actions will be based on key deleveraging principles and we will continue to balance being opportunistic and prudent in managing our debt maturity profile in the future.”

A slide presentation summarizing the Company’s deleveraging commitment and the impact of the Refinancing Transactions and the Yen Currency Swap is available at:
https://investors.celanese.com/websites/celanese/English/3020/events-calendar.html

This press release does not constitute an offer to purchase or the solicitation of an offer to sell the Issuer’s outstanding 4.777% Senior Notes due 2026 or the Issuer’s outstanding 6.165% Senior Notes due 2027.

¹ Based on a EUR/USD exchange rate of 1.0796 as of March 6, 2025.

² Calculations based on (1) initial debt balances as of December 31, 2024, (2) absent the Refinancing Transactions, assumed refinancing of 2025 debt maturities utilizing the $1.0 billion 364-day delayed draw term loan and revolving credit facility, (3) inclusion of annualized coupon step-ups based on current credit ratings, (4) inclusion of the impact of the Yen Currency Swap, (5) 4.3% SOFR, and (6) EUR/USD exchange rate of 1.0389 as of December 31, 2024.

About Celanese

Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese Corporation employs more than 11,000 employees worldwide with 2024 net sales of $10.3 billion.

Forward-Looking Statements:

This release may contain “forward-looking statements,” which include information concerning the Refinancing Transactions, and the Company’s plans, objectives, goals, strategies, future revenues, cash flow, synergies, performance, capital expenditures and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” “will” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by the forward-looking statements contained in this release. These include the successful completion of the outstanding Refinancing Transactions and other information that is not historical information. Numerous other factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those expressed as forward-looking statements. Other risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Non-GAAP Financial Measures:

This release refers to the non-GAAP financial measure, net debt to EBITDA. For more information on net debt and EBITDA, including the most directly comparable GAAP financial measure for these non-GAAP financial measures and the definitions of the differences between such non-GAAP financial measures and the comparable GAAP financial measures, please refer to the Non-US GAAP Financial Measures and Supplemental Information document available on our website, investors.celanese.com, under Financial Information/Non-GAAP Financial Measures.

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