塞拉尼斯美股招股说明书(2025-03-10版)

Celanese US Holdings LLC€750,000,000 5.000% Senior Notes due 2031 The notes will be guaranteed on a senior basis by Celanese Corporation, the Issuer's parent company (the "Parent Guarantor"), and, initially, by each of the Issuer's currentand future domestic subsidiaries that guarantee the Issuer's obligations under its senior credit facilities (the "Subsidiary Guarantors" and, collectively with the Parent Guarantor, the"Guarantors"). The notes will be the senior unsecured obligation of the Issuer and the guarantees will be the Guarantors' general unsecured senior obligations for so long as eachsuch Guarantor remains a Guarantor. See "Description of the Notes — Guarantees." The notes will be issued in minimum denominations of €100,000 and integral multiples of€1,000 in excess thereof. The notes and the guarantees will be effectively subordinated to the Issuer's and the Guarantors' secured debt, if any, to the extent of the value of the assets securing such debt.The notes and the guarantees will rank equally in right of payment with all of the Issuer's and the Guarantors' existing and future unsecured senior debt and senior in right ofpayment to any of the Issuer’s future debt that is expressly subordinated in right of payment to the notes and guarantees. The notes and the guarantees will be structurallysubordinated to all of the existing and future liabilities, including trade payables, and preferred stock of our subsidiaries that do not guarantee the notes. See "Description of theNotes — Ranking."On or after October 15, 2027, the Issuer may redeem the notes in whole at any time, or in part from time to time, at its option, at the redemption prices specified under "Description of the Notes—Redemption—Optional Redemption," plus accrued and unpaid interest thereon, if any, to but not including the applicable redemption date. At any timeprior to October 15, 2027, the Issuer may redeem the notes in whole at any time, or in part from time to time, at its option, at a redemption price equal to 100% of the principalamount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest thereon, if any, to but not including the applicable redemption date as setforth under and "Description of the Notes—Redemption—Optional Redemption." In addition, prior to October 15, 2027, the Issuer may, at its option, on one or more occasions,redeem up to 40% of the aggregate principal amount of the notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at the redemption pricespecified under "Description of the Notes—Redemption—Optional Redemption," plus accrued and unpaid interest thereon, if any, to but not including the applicable redemptiondate. The notes may also be redeemed in whole, but not in part, at any time at our option, in the event of certain developments affecting United States taxation as described underthe heading "Description of the Notes — Redemption for Tax Reasons."We expect to receive net proceeds, after deducting underwriters' discounts and other estimated fees and expenses of this offering, of approximately €740.4 million. We intend to use the net proceeds from this offering, together with the net proceeds from the concurrent U.S. Dollar ("USD") notes offering described herein and borrowings under our 364-Day Term Loan Credit Agreement (as defined below), to fund the Tender Offer (as defined below) for a portion of our outstanding 4.777% Senior Notes due 2026 and a portion ofour outstanding 6.165% Senior Notes due 2027 (together, the "Tender Offer Notes"), to repay a portion of the outstanding borrowings under the Five-Year Term Loan CreditAgreement (as defined below), to repay borrowings under the U.S. Revolving Credit Agreement (as defined below) and to repay our 6.050% Senior Notes due March 15, 2025 andfor general corporate purposes, which may include the repayment of other outstanding indebtedness.Currently, there are no existing public markets for the notes. We intend to apply to list the notes on the New York Stock Exchange (the "NYSE"). The listing application will be subject to approval by the NYSE. If such a listing is obtained, we have no obligation to maintain such a listing, and we may delist the notes at any time. Investing in the notes involves risks. See "Risk Factors" beginning on pageS-24of this prospectus supplement and in our Annual Report on Form 10-K for the yearended December 31, 2024. PernoteTotal (1)Plus accrued interest fromMarch 14, 2025, if settlement occurs after that date. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacyor accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense. The notes are expected to be ready for delivery in book-entry form only through the facilities of Clearstream Banking, S.A. ("Clearstream"), an