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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/21/22 Celanese Corp. 8-K/A:9 11/01/22 14:866K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 49K 2: EX-23.1 Consent of Expert or Counsel HTML 6K 3: EX-99.2 Miscellaneous Exhibit HTML 225K 4: EX-99.3 Miscellaneous Exhibit HTML 305K 9: R1 Cover HTML 65K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- tm2230897d1_8ka_htm XML 32K 11: EXCEL IDEA Workbook of Financial Reports XLSX 9K 5: EX-101.DEF XBRL Definitions -- ce-20221101_def XML 80K 6: EX-101.LAB XBRL Labels -- ce-20221101_lab XML 119K 7: EX-101.PRE XBRL Presentations -- ce-20221101_pre XML 77K 8: EX-101.SCH XBRL Schema -- ce-20221101 XSD 17K 13: JSON XBRL Instance as JSON Data -- MetaLinks 29± 37K 14: ZIP XBRL Zipped Folder -- 0001104659-22-120779-xbrl Zip 72K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 1, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32410 | i 98-0420726 | ||
|
(State or other jurisdiction |
(Commission File |
(IRS Employer |
i 222 West Las Colinas Blvd. Suite 900N, i Irving, i TX i 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: ( i 972) i 443-4000
| i N/A |
(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 (see General Instruction A.2. below):
i ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ¨
C:
Explanatory Note.
On November 1, 2022, Celanese Corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Initial 8-K”) to disclose that the Company had completed its previously announced acquisition of a majority of the Mobility and Materials businesses (the “M&M Acquisition,” and such businesses being acquired, the “M&M Business”) from DuPont de Nemours, Inc. and one of its affiliates (“DuPont”).
This Current Report on Form 8-K/A amends the Initial 8-K to include the historical audited financial statements and unaudited interim financial statements of the M&M Business and the pro forma combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial 8-K.
The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and the M&M Business would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the acquisition.
Except as described above, all other information in the Initial 8-K remains unchanged.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired
The historical audited combined financial statements of the M&M Business and related notes as of and for the fiscal years ended December 31, 2021 and 2020, which are filed as Exhibit 99.1 and incorporated by reference herein.
The historical unaudited combined financial statements of the M&M Business and related notes as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, which are filed as Exhibit 99.2 and incorporated by reference herein.
(b) Pro forma financial information
The unaudited pro forma combined financial statements of the Company relating to the M&M Acquisition and related notes as of and for the six months ended June 30, 2022 and for the year ended December 31, 2021, which are filed as Exhibit 99.3 and incorporated by reference herein.
(d) Exhibits
| * | All exhibits and schedules to the Transaction Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
C:
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 | |
| Date: | November 21, 2022 | |
C:
C:
| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/21/22 | |||
| For Period end: | 11/1/22 | 8-K | ||
| 6/30/22 | 10-Q | |||
| 12/31/21 | 10-K, 11-K, SD | |||
| 6/30/21 | 10-Q, 8-K | |||
| 12/31/20 | 10-K, 11-K, 5, SD | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/14/23 Celanese Corp. 424B2 2:897K Toppan Merrill/FA 8/10/23 Celanese Corp. 424B2 1:856K Toppan Merrill/FA 3/31/23 Celanese Corp. S-3ASR 3/31/23 7:1.8M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/27/22 Celanese Corp. 8-K:8,9 6/27/22 16:1.4M Toppan Merrill/FA 2/18/22 Celanese Corp. 8-K:1,7,9 2/18/22 16:3.9M Toppan Merrill/FA |