Celanese prices tender consideration for 9 5/8%, 10 3/8% notes and 10%, 10½% discount notes

By Angela McDaniels

Seattle, March 20 - Celanese Corp. and subsidiaries Crystal US Holdings 3 LLC, Crystal US Sub 3 Corp. and Celanese US Holdings LLC determined the tender consideration to be paid for notes submitted under the tender offer and consent solicitation that began on March 6.

For each $1,000 principal amount of notes tendered, noteholders will receive $1,135.92 for the 9 5/8% senior subordinated notes due 2014 and €1,170.09 for the 10 3/8% senior subordinated notes due 2014.

For each $1,000 principal amount at maturity of notes tendered, noteholders will receive $926.54 for the 10% series A senior discount notes due 2014 and $928.75 for the 10½% series A senior discount notes due 2014.

The pricing was determined on March 19 based on the yield to maturity of a reference security plus 50 basis points.

The reference securities were the 4 7/8% U.S. Treasury note due May 15, 2009 for the 9 5/8% notes, the 3¼% German Bund due April 17, 2009 for the 10 3/8% notes and the 3 3/8% U.S. Treasury note due Sept. 19, 2009 for the discount notes.

The tender offer yields were 5.103% for the 9 5/8% notes, 4.439% for the 10 3/8% notes and 5.078% for the discount notes, according to a company news release.

Holders of the 9 5/8% and 10 3/8% notes will also receive accrued interest up to but excluding the settlement date.

The tender considerations include a consent fee of $35.00 or €35.00 for each note tendered before 5 p.m. ET on March 19, the consent deadline.

As of the consent deadline, the company had received tenders and consents from holders of $553 million principal amount at maturity, or 99.8% of the discount notes, from holders of $793 million principal amount, or 99.6%, of the 9 5/8% notes and from holders of €120 million principal amount, or 92.4%, of the 10 3/8% notes.

Celanese said the supplemental indentures - which eliminate substantially all restrictive covenants - will be promptly executed, but will not become operative until after the close of the tender offer, which will expire at midnight ET on April 2.

The discount notes were issued by Crystal US Holdings 3 and Crystal US Sub 3, and the 9 5/8% and 10 3/8% notes were issued by Celanese US Holdings, according to the release.

The tender offers are part of Celanese's comprehensive refinancing plan that will also include establishing a new credit facility for up to $3.628 billion, retiring the company's existing $2.45 billion senior credit facility and repurchasing about $400 million of its common stock.

Completion of the tender offer will depend on the company's entry into the new credit facility and other conditions.

D.F. King & Co., Inc. (800 659-5550) is information agent and tender agent for the dollar-denominated notes. Deutsche Bank AG and Deutsche Bank Luxembourg SA are the tender agents for the euro-denominated notes.

Merrill Lynch & Co. (212 809-2663 or 888 654-8637) and Deutsche Bank Securities Inc. (212 250-7772) are the joint lead dealer managers.

Celanese is a chemicals company based in Dallas.

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