Document
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): March 20, 2018 (March 19, 2018)
Celanese Corporation
(Exact name of registrant as specified in its charter)
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Delaware | | 001-32410 | | 98-0420726 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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222 W. Las Colinas Blvd., Irving, Texas | | 75039 |
(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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 1.02 of this Form 8-K is incorporated by reference herein.
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Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on June 18, 2017, Celanese Corporation, a Delaware corporation (the “Company”), through its subsidiaries, and certain affiliates of The Blackstone Group L.P. (“Blackstone”) entered into a Transaction Agreement to form a joint venture to combine the Company’s cellulose derivatives business and the Rhodia Acetow cellulose acetate business formerly operated by Solvay S.A. and acquired by Blackstone. On March 19, 2018, the Company and Blackstone entered into a Termination Agreement (the “Termination Agreement”), dated as of March 19, 2018, pursuant to which the parties mutually agreed to terminate the Transaction Agreement.
No break-up fees are payable under the terms of the Termination Agreement.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.
On March 19, 2018, the Company issued a press release relating to the Termination Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit Number | | |
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2.1 | | |
99.1 | | |
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.
Date: March 20, 2018
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Celanese Corporation |
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By: | | /s/ James R. Peacock III |
| | James R. Peacock III |
| | Vice President, Deputy General Counsel and |
| | Corporate Secretary |