14/03/2025 - Celanese Corporation: New Listing Registration (Form 8-A12B)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Celanese Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware			98-0420726
(State of Incorporation or Organization)			(I.R.S. Employer Identification No.)
222 West Las Colinas Blvd. Suite 900N,
Irving, Texas			75039
(Address of Principal Executive Offices)			(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered						Name of Each Exchange on Which Each Class is to be Registered
5.000% Senior Notes Due 2031						New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box.			☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.			☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, checkthe following box.			☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-271048

Securities to be registered pursuant to Section 12(g) of the Act: None.

TABLE OF CO-REGISTRANTS

Exact Name as Specified in its Charter			State or Other Jurisdiction of Incorporation or Organization			I.R.S. Employer Identification Number			Address, including Zip Code and Telephone Number of Principal Executive Offices
Celanese US Holdings LLC*			Delaware			20-1206848			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Americas LLC			Delaware			22-1862783			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Acetate LLC			Delaware			56-2051387			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Chemicals, Inc.			Delaware			13-2916623			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
CNA Holdings LLC			Delaware			13-5568434			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese International Corporation			Delaware			75-2622529			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celtran, Inc.			Delaware			56-0818166			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
KEP Americas Engineering Plastics, LLC			Delaware			22-3537574			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Ticona Fortron Inc.			Delaware			22-3140276			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Ticona Polymers, Inc.			Delaware			13-3313358			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Ticona LLC			Delaware			22-3546190			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Global Relocation LLC			Delaware			41-2243055			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Ltd.			Texas			75-2622526			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000
Celanese Sales U.S. Ltd.			Texas			47-4261191			222 West Las Colinas Blvd. Suite 900N, Irving, TX 75039 972-443-4000

*Celanese US Holdings LLC is the issuer of the debt securities registered hereby. The other listed co-registrants are guarantors of the debt securities.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Celanese Corporation (the "Registrant") has filed with the Securities and Exchange Commission (the "SEC") a prospectus supplement dated March 6, 2025 (the "Prospectus Supplement") to a prospectus dated March 31, 2023 (the "Prospectus"), relating to securities to be registered hereunder included in the Registrant's automatic shelf Registration Statement on Form S-3 (File No. 333-271048), which became automatically effective on March 31, 2023.

Item 1. Description of Registrant's Securities to be Registered

The Registrant and the Co-Registrants on this registration statement (the "Co-Registrants") register hereunder €750,000,000 aggregate principal amount of 5.000% Senior Notes Due 2031 (the "Notes") issued by the Registrant's subsidiary, Celanese US Holdings LLC, a Co-Registrant on this registration statement. For a description of the securities to be registered hereunder, reference is made to the information under the heading "Description of Debt Securities and Guarantees" of the Prospectus (Registration No. 333-271048), as supplemented by the information under the heading "Description of the Notes" in the Prospectus Supplement dated March 6, 2025, filed by the Registrant with the SEC on March 10, 2025 (Registration No. 333-271048). Such information is incorporated herein by reference and made a part of this registration statement in its entirety. Copies of such descriptions will be filed with the New York Stock Exchange LLC.

Item 2. Exhibits

Exhibit Number						Description
4.1						Indenture, dated as of May 6, 2011, by and among Celanese US Holdings LLC, Celanese Corporation and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 6, 2011).
4.2						Form of Fifteenth Supplemental Indenture by and among Celanese US Holdings LLC, the Guarantors party thereto, Computershare Trust Company, N.A. (as successor trustee to Wells Fargo Bank, National Association), as base trustee, and U.S. Bank Trust Company, National Association, as series trustee, registrar and transfer agent, and U.S. Bank Europe DAC, UK Branch (formerly known as Elavon Financial Services DAC, UK Branch), as paying agent (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 14, 2025).
4.3						Form of 5.000% Senior Note due 2031 (included in Exhibit 4.2).
99.1						Prospectus dated March 31, 2023, and Prospectus Supplement dated March 6, 2025, relating to the Notes (incorporated by reference to the prospectus and prospectus supplement filed by the Registrant on March 10, 2025 (Registration No. 333-271048)).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 14, 2025

CELANESE CORPORATION
By:			/s/ Chuck Kyrish
Name:			Chuck Kyrish
Title:			Senior Vice President and Chief Financial Officer
CELANESE US HOLDINGS LLC
By:			/s/ Chuck Kyrish
			Name: Chuck Kyrish
			Title: President
CELANESE AMERICAS LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE ACETATE LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE CHEMICALS, INC.
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer

CNA HOLDINGS LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE INTERNATIONAL CORPORATION
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELTRAN, INC.
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
KEP AMERICAS ENGINEERING PLASTICS, LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
TICONA FORTRON INC.
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer

TICONA POLYMERS, INC.
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
TICONA LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE GLOBAL RELOCATION LLC
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE LTD.
By: CELANESE INTERNATIONAL CORPORATION, its general partner
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer
CELANESE SALES U.S. LTD
By: CELANESE INTERNATIONAL CORPORATION, its general partner
By:			/s/ Brandon Ayache
			Name: Brandon Ayache
			Title: Vice President and Treasurer