Item 1.01 Entry into a Material Definitive Agreement
On January 7, 2019, Celanese US Holdings LLC ("Celanese US"), Celanese Europe
B.V. and Elwood C.V. (collectively, the "Borrowers"), each a wholly owned
subsidiary of Celanese Corporation (the "Company"), entered into a Credit
Agreement (the "Credit Agreement") by and among the Company, the Borrowers,
certain subsidiaries of Celanese US from time to time party thereto as
borrowers, each lender from time to time party thereto, Bank of America, N.A.,
as Administrative Agent, a Swing Line Lender and an L/C Issuer and other Swing
Line Lenders and L/C Issuers party thereto. The Credit Agreement is guaranteed
by the Company, Celanese US and certain subsidiaries of Celanese US.
The Credit Agreement provides for a five-year $1.25 billion revolving credit
facility, including a $200 million letter of credit sublimit (the "Revolving
Facility"). The proceeds from $110 million of borrowings under the Revolving
Facility were used to repay the Company's existing revolving credit facility.
Amounts outstanding under the Credit Agreement accrue interest at a rate equal
to either LIBOR plus a margin of 1.125% to
2.00% per annum or the base rate plus a margin of 0.125% to 1.00%, in each case,
based on the Company's senior unsecured
debt rating. Undrawn amounts under the Credit Agreement are subject to a
commitment fee of 0.10% to 0.35%.
The Credit Agreement contains certain covenants, which, among other things,
require the maintenance of a consolidated leverage ratio, restrict certain
merger transactions or the sale of all or substantially all of the assets of the
Company or a significant subsidiary of the Company and limit the amount of liens
and subsidiary indebtedness. Upon the occurrence of certain events of default,
the Company's obligations under the Credit Agreement may be accelerated. Such
events of default include payment defaults under the Credit Agreement, covenant
defaults and other customary defaults.
The financial institutions party to the Credit Agreement have performed and may
continue to perform commercial banking and financial services for the Company
for which they have received and will continue to receive customary fees.
The foregoing description does not constitute a complete summary of the terms of
the Credit Agreement and is qualified in its entirety by reference to the copy
of the Credit Agreement filed as Exhibit 10.1 to this Current Report, which is
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
10.1 Credit Agreement, dated as of January 7, 2019, by and among Celanese
Corporation, Celanese US Holdings LLC, Celanese Europe B.V., Elwood
C.V., certain subsidiaries of Celanese US Holdings LLC from time to
time party thereto as borrowers, each lender from time to time party
thereto, Bank of America, N.A., as Administrative Agent, a Swing Line
Lender and an L/C Issuer and other Swing Line Lenders and L/C Issuers
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