UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2009
CELANESE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| DELAWARE
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001-32410
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98-0420726 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
1601 West LBJ Freeway, Dallas, Texas 75234-6034
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 443-4000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On June 30, 2009, Celanese US Holdings LLC (“Celanese US”), a wholly owned subsidiary of
Celanese Corporation (the “Company”), entered into an amendment (the “Amendment”)
to the Credit Agreement (as defined below), with a majority of the lenders under the revolving
credit portion of the Credit Agreement (“the Majority Lenders under the Revolving Facility”). The
Amendment amends the Credit Agreement, dated as of April 2, 2007 (as amended, the
“Credit Agreement”), among Celanese Holdings LLC, Celanese US, certain subsidiaries of Celanese US,
Deutsche Bank AG, New York Branch, as administrative agent and collateral agent, and the other
agents and lenders parties thereto.
The Amendment amends the first lien senior secured leverage ratio covenant
that is applicable when amounts are borrowed under the revolving credit portion of the Credit
Agreement. Prior to giving effect to the Amendment, the maximum first lien senior
secured leverage ratio applicable to any period when amounts are outstanding under the revolving
credit facility was 3.90 to 1.00.
As amended, the maximum senior secured leverage ratio for the following four-quarter periods is:
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First Lien Senior |
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Secured Leverage |
| Four-Quarter Period Ending |
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Ratio |
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June 30, 2009 |
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4.75 to 1.00 |
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September 30, 2009 |
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5.75 to 1.00 |
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December 31, 2009 |
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5.25 to 1.00 |
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March 31, 2010 |
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4.75 to 1.00 |
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June 30, 2010 |
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4.25 to 1.00 |
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September 30, 2010 |
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4.25 to 1.00 |
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December 31, 2010 and thereafter |
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3.90 to 1.00 |
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Such maximum first lien senior secured leverage ratio test remains applicable only when
amounts are outstanding under the revolving credit facility.
In connection with the Amendment, the parties agreed to reduce the amount
available under the revolving credit portion of the Credit Agreement from $650 million to $600
million.
Certain of the parties to the Amendment and their respective affiliates have,
from time to time, performed, and may in the future perform, various financial, advisory,
commercial banking and investment banking services for the Company and the Company’s affiliates in
the ordinary course of business.
The description of the Amendment contained herein is qualified in its
entirety by reference to the Amendment, which is attached hereto and which is
incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit Number |
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Description |
10.1
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First Amendment to the Credit Agreement, dated June 30,
2009, by and among Celanese US Holdings LLC and the
Majority Lenders under the Revolving Facility whose
signatures appear on the signature pages thereto. |
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