Celanese Corp 8-K, filed Feb 23, 2023
Celanese Corp (CE)
About this 8-K
Celanese Corp filed this 8-K on February 23, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On February 23, 2023, Celanese Corporation (the “Company”) announced the signing of a term sheet to form a food ingredients joint venture with Mitsui & Co., Ltd. (“Mitsui”), and an extension of its Fairway Methanol LLC joint venture with Mitsui.
Press Release
A copy of the press release announcing the above-referenced transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
Forward-Looking Statements
The information set forth in this Current Report contains certain “forward-looking statements,” which include information concerning the Company’s plans, objectives, goals, strategies, performance, planned investments, capital expenditures and other information that is not historical information. Forward-looking statements can be identified by words such as “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company will realize these expectations or that these beliefs will prove correct. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements contained herein. These include the Company’s ability to obtain regulatory approval for, and satisfy closing conditions to, the transactions described herein, the timing of closing thereof and the Company’s ability to realize the anticipated benefits of the transactions described herein. Numerous other factors, many of which are beyond the Company’s control could cause actual results to differ materially from those expressed as forward-looking statements. Certain of these risk factors are discussed under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other filings made with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date the statement is made to reflect the occurrence of anticipated or unanticipated events or circumstances.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
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Exhibit Number |
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| Description | ||
| 99.1 | Press Release dated February 23, 2023.* | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document contained in Exhibit 101). |
* The information in Item 7.01 of this Current Report, including Exhibit 99.1 furnished thereunder, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in Item 7.01 this Current Report, including the exhibits furnished thereunder, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing. The disclosure in Item 7.01 of this Current Report will not be deemed an admission as to the materiality of any information in such item in this Current Report that is required to be disclosed solely by Regulation FD.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELANESE CORPORATION | ||
| By: | /s/ MICHAEL R. SULLIVAN | |
| Name: | Michael R. Sullivan | |
| Title: |
Vice President, Deputy General Counsel and Assistant Corporate Secretary |
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| Date: | February 23, 2023 | |
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Exhibit 99.1
| News Release |  |
Celanese Corporation 222 West Las Colinas Blvd Irving, Texas 75039 |
Celanese and Mitsui & Co., Ltd. to Form Food Ingredients Joint Venture;
Extend Existing Fairway Methanol LLC Joint Venture
DALLAS, February 23, 2023 -- Celanese Corporation (NYSE: CE), a global chemical and specialty materials company, announced today two joint venture (JV) actions with Mitsui & Co., Ltd. to extend their longstanding strategic partnership.
Formation of Food Ingredients Joint Venture
Celanese announced today the signing of a term sheet to form a Food Ingredients JV with Mitsui, subject to customary approvals. Through this transaction, Celanese will contribute its Food Ingredients business, inclusive of assets, technology, and employees, to form a standalone Food Ingredients JV. Celanese will retain a 30 percent ownership stake in the JV and Mitsui will acquire a 70 percent ownership stake.
Celanese Food Ingredients is a leading producer of acesulfame potassium (Ace-K) sweetener as well as sorbic acid and potassium sorbate preservatives. Celanese is the inventor and only Western-producer of Sunett® Ace-K which is a zero-calorie, high-intensity sweetener. On a pro-forma basis, the Food Ingredients business generated approximately $170 million in 2022 net sales and $45 to $50 million in 2022 EBITDA. The Food Ingredients JV will combine the leading technology, product portfolio, and backward integration of Celanese with Mitsui’s long-standing positions in a variety of food supply chains across Asia and other regions. Celanese’s Acetyl Chain business will continue to meet the full acetyls raw material needs of the Food Ingredients JV under a long-term supply agreement.
The parties expect the transaction to close during the third quarter of 2023. Celanese expects to utilize cash proceeds from the JV formation to execute against its existing deleveraging plan.
Celanese is advised by BofA Securities as financial advisor and Shearman & Sterling LLP as legal counsel.
Extension of Fairway Methanol LLC Joint Venture
Celanese and Mitsui have also agreed on a long-term extension of their existing Fairway Methanol LLC JV which produces methanol at Celanese’s Clear Lake facility. Existing JV terms and ownership were extended through 2045.
Later this year, the Fairway Methanol LLC JV expects to complete a low capital capacity expansion to 1.62 million metric tons, and will begin utilizing recycled carbon dioxide (CO2) as an alternative feedstock for methanol production. An estimated 60 percent of currently vented process CO2 from the entire Clear Lake site will be transformed into sustainable methanol each year.
“Mitsui has been a trusted and collaborative partner to Celanese for many years and we are pleased to be taking these actions to extend our strategic partnership across these two JVs,” said Lori Ryerkerk, chairman and chief executive officer. “The formation of a Food Ingredients JV will allow us to monetize a majority of that business in a value accretive way and also maintain the demand benefits of raw material integration with the Acetyl Chain. Cash proceeds will be fully utilized to pay down debt and this transaction will represent a meaningful early step in executing against our deleveraging plan.”
About Celanese
Celanese Corporation is a global chemical leader in the production of differentiated chemistry solutions and specialty materials used in most major industries and consumer applications. Our businesses use the full breadth of Celanese's global chemistry, technology and commercial expertise to create value for our customers, employees, shareholders and the corporation. As we partner with our customers to solve their most critical business needs, we strive to make a positive impact on our communities and the world through The Celanese Foundation. Based in Dallas, Celanese employs approximately 13,000 employees worldwide and had 2022 net sales of $9.7 billion. For more information about Celanese Corporation and its product offerings, visit www.celanese.com.
Forward-Looking Statements: This release may contain “forward-looking statements,” which include information concerning the company’s plans, objectives, goals, strategies, future revenues or performance, capital expenditures and other information that is not historical information. When used in this release, the words “outlook,” “forecast,” “estimates,” “expects,” “anticipates,” “projects,” “plans,” “intends,” “believes,” and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon current expectations and beliefs and various assumptions. There can be no assurance that the Company or its customers will realize these benefits or that these expectations will prove correct. There are a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from the forward-looking statements contained in this release. Risk factors include those that are discussed in the Company’s filings with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances.
Contacts:
| Investor Relations | Media Relations - Global | |
| Brandon Ayache | Brian Bianco | |
| Phone: +1 972 443 8509 | Phone: +1 972 443 4400 | |
| Brandon.Ayache@celanese.com | media@celanese.com |
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