Celanese Upsizes Senior Notes Offering to $1.4 B, Pricing 7.000% and 7.375% Notes

CE
December 04, 2025

Celanese Corporation’s subsidiary, Celanese US Holdings LLC, priced a $1.4 billion senior unsecured notes offering on December 3 2025, up from the originally planned $1 billion. The new issue consists of $600 million of 7.000% notes due 2031 and $800 million of 7.375% notes due 2034, with an expected closing date of December 17 2025.

The proceeds will be used to repay outstanding borrowings under the company’s five‑year term loan credit agreement, fund previously announced cash tender offers for its 6.665% senior notes due 2027 and 6.850% senior notes due 2028, and support general corporate purposes. The tender offers, announced on December 2, will allow Celanese to retire higher‑coupon debt and reduce interest expense.

Celanese’s balance sheet remains heavily leveraged, with total debt of $13.2 billion and a debt‑to‑equity ratio of 3.34. The company’s current ratio stands at 1.63. Fitch assigned a BB+ instrument rating to the new notes, while Moody’s downgraded Celanese US Holdings LLC’s corporate family rating to Ba2 with a negative outlook, citing subdued earnings and slower‑than‑expected debt reduction.

In its most recent quarterly report, Celanese reported adjusted earnings per share of $1.34 for Q3 2025, beating the consensus estimate of $1.22 by $0.12, or 9.8%. The beat was largely driven by disciplined cost management that offset an 8.6% year‑over‑year decline in revenue, which fell to $2.42 billion from $2.50 billion. The revenue miss reflects weaker demand in the acetyls and engineered materials segments, where market softness and pricing pressure have weighed on sales.

Operating margins contracted to a negative net margin of –16.3% in Q3 2025, a sharp decline from the prior year’s positive margin. The contraction is attributable to higher raw material costs and a shift in product mix toward lower‑margin items. Despite the margin squeeze, the company’s cost‑control initiatives have helped preserve earnings, enabling the EPS beat.

Management reiterated confidence in its cost‑control trajectory, guiding 2025 adjusted EPS for the fourth quarter to $0.85–$1.00, a range that reflects expectations of continued margin pressure but also the benefits of the new debt structure. CFO Chuck Kyrish emphasized that the debt refinancing and tender offers are part of a broader strategy to align maturities with free‑cash‑flow generation and to strengthen liquidity.

The market’s reaction to the debt offering itself has not been reported, but the company’s proactive debt management and the EPS beat suggest that investors view the transaction as a prudent step toward improving financial flexibility amid a challenging operating environment.

Overall, the senior notes offering represents a significant capital‑structure move that will help Celanese reduce interest costs, extend its debt maturity profile, and support ongoing operational initiatives while navigating a soft market for its core chemical products.

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