塞拉尼斯美股招股说明书(2025-12-02版)

Celanese US Holdings LLC$% Senior Notes due 2031$% Senior Notes due 2034 Celanese US Holdings LLC (the "Issuer") is offering $aggregate principal amount of its% Senior Notes due 2031 (the "2031 notes"), and $aggregate principal amount of its% Senior Notes due 2034 (the "2034 notes" and together with the 2031 notes, the "notes"). Interest on the notes will be payable semi-annually, in cash in arrears, on the dates set forth for each series in "Summary — The Offering". Unless previously redeemed, the 2031 notes will mature on, 2031,and the 2034 notes will mature on, 2034. Additionally, on or after, 2028, the Issuer may redeem the 2031 notes, and on or after, 2029, the Issuer mayredeem the 2034 notes, in either case 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 time prior to, 2028,the Issuer may redeem the 2031 notes, and at any time prior to, 2029, the Issuer may redeem the 2034 notes, in either case in whole at any time, or in part from timeto time, at its option, at a redemption price equal to 100% of the principal amount of the applicable notes redeemed plus a "make-whole" premium, together with accrued andunpaid interest thereon, if any, to but not including the applicable redemption date as set forth under "Description of the Notes — Redemption — Optional Redemption." Inaddition, prior to, 2028, in the case of the 2031 notes, and prior to, 2029, in the case of the 2034 notes, the Issuer may, at its option, on one or more occasions,redeem up to 40% of the aggregate principal amount of the applicable series of notes with an amount of cash not greater than the net cash proceeds of certain equity offeringsat the applicable redemption price specified under "Description of the Notes—Redemption—Optional Redemption," plus accrued and unpaid interest thereon, if any, to butnot including the applicable redemption date.The notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. 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 current and future domestic subsidiaries that guarantee theIssuer's obligations under its senior credit facilities (the "Subsidiary Guarantors" and, collectively with the Parent Guarantor, the "Guarantors"). The notes will be the seniorunsecured obligation of the Issuer and the guarantees will be the Guarantors' general unsecured senior obligations for so long as each such Guarantor remains a Guarantor.See "Description of the Notes — Guarantees."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 inright of payment 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 bestructurally subordinated 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 the Notes — Ranking."We expect to receive net proceeds, after deducting underwriters' discounts and other estimated fees and expenses of this offering, of approximately $. We intend to use the net proceeds from this offering to repay the outstanding borrowings under the Five-Year Term Loan Credit Agreement (as defined below), to fund the Tender Offer (asdefined below) for a portion of our outstanding 6.665% Senior Notes due 2027 and a portion of our outstanding 6.850% Senior Notes due 2028 (together, the "Tender OfferNotes"), and for general corporate purposes, which may include the repayment of other outstanding indebtedness. Currently, there are no existing public markets for the notes. We do not intend to list the notes on any securities exchange or quotation system. Per 2031 noteTotalPer 2034 noteTotalCombined Total for the Notes (1)Plus accrued interest from, 2025, if settlement occurs after that date. See "Underwriting" for a description of the compensation payable to the underwriters.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or 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 The Depository Trust Company for the accounts of its participants, including Clearstre