Trinseo PLC Terminates Agreement, Creates Financial Obligation

TL;DR

Trinseo just terminated a deal and now has a new financial obligation.

AI Summary

On July 18, 2024, Trinseo PLC entered into a Material Definitive Agreement related to the termination of a previous agreement. This action also created a direct financial obligation for the registrant. The specific details of the agreement and the financial implications are outlined in the filing.

Why It Matters

This filing indicates a significant change in Trinseo's contractual and financial standing, potentially impacting its future operations and financial obligations.

Risk Assessment

Risk Level: medium — The termination of a material agreement and the creation of a new financial obligation suggest potential financial or operational shifts that warrant closer examination.

Key Players & Entities

• Trinseo PLC (company) — Registrant
• July 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — registered Ordinary Shares, par value $0.01 per share TSE New York Stock Exchan
• $150 million — The KKR Credit Agreement provides for a $150 million non-recourse revolving credit facility
• $75,000,000 — ization incurs interest on a minimum of $75,000,000 of advances irrespective of actual amou

Filing Documents

• tse-20240718x8k.htm (8-K) — 47KB
• tse-20240718xex10d1.htm (EX-10.1) — 1184KB
• tse-20240718xex10d2.htm (EX-10.2) — 203KB
• tse-20240718xex99d1.htm (EX-99.1) — 14KB
• tse-20240718xex10d2001.jpg (GRAPHIC) — 4KB
• tse-20240718xex99d1001.jpg (GRAPHIC) — 18KB
• tse-20240718xex99d1002.jpg (GRAPHIC) — 5KB
• 0001558370-24-009949.txt ( ) — 1829KB
• tse-20240718.xsd (EX-101.SCH) — 3KB
• tse-20240718_lab.xml (EX-101.LAB) — 16KB
• tse-20240718_pre.xml (EX-101.PRE) — 10KB
• tse-20240718x8k_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

ITEM 1.01 Entry Into a Material Definitive Agreement. On July 18, 2024, Trinseo Ireland Global IHB Limited (the "Investment Manager"), an indirect wholly owned subsidiary of Trinseo PLC (the "Company") entered into a Credit and Security Agreement with Styron Receivables Funding Designated Activity Company, a special purpose finance entity (the "Borrower"), KKR Credit Advisors (US) LLC as structuring agent, GLAS USA LLC, as Administrative Agent, GLAS Americas LLC, as Collateral Agent, and the Lenders named therein (the "KKR Credit Agreement"). The KKR Credit Agreement provides for a $150 million non-recourse revolving credit facility (the "Securitization") collateralized by certain trade receivables generated by certain of the Company's Swiss, German, Dutch and U.S. subsidiaries (the "Originators"). Under the KKR Credit Agreement, the Lenders make advances to the Borrower to finance the acquisition of receivables from the Originators. Availability under the Securitization is based on the accounts receivable generated by the Originators from the sale of specialty chemicals products. Borrowings under the Securitization bear interest at an interest rate equal to Adjusted Term SOFR or EURIBOR (each as defined in the KKR Credit Agreement, subject to a floor of 1.0%) depending on the borrowing currency, plus a margin of 4.75%. The Securitization incurs interest on a minimum of $75,000,000 of advances irrespective of actual amounts outstanding. The Borrower is also required to pay a fixed upfront fee to the structuring advisor as well as ongoing agent fees, servicing fees and an unused facility fee. The KKR Credit Agreement contains certain customary representations, warranties and non-financial covenants, and standard events of default, including but not limited to a cross-default to the Company's and its subsidiaries other material indebtedness. Proceeds from the Securitization were used in part to repay outstanding obligations under the HSBC Facility (defined below

02 Termination of a Material Definitive Agreement

ITEM 1.02 Termination of a Material Definitive Agreement. On July 18, 2024, the Investment Manager entered into a Deed of Release and Termination with the Borrower, Regency Assets Designated Activity Company, HSBC Bank plc, TMF Administration Services Limited and The Law Debenture Trust Corporation P.L.C. and other indirect wholly owned subsidiaries of the Company named therein (the "Deed of Termination") to document the terms of repayment and termination of the Amended & Restated Master Definitions and Framework Deed, originally dated as of August 12, 2010, as amended & restated, as well as certain other ancillary agreements which provided for the securitization of trade receivables generated by the Originators (the "HSBC Facility"). The foregoing description of the material terms of the Deed of Termination does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Deed of Termination, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

03 Creation of a Direct Financial Obligation

ITEM 2.03 Creation of a Direct Financial Obligation The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

01 Exhibits

ITEM 9.01 Exhibits . 10.1 Credit and Security Agreement, dated July 18, 2024, among Styron Receivables Funding Designated Activity Company, Trinseo Ireland Global IHB Limited, KKR Credit Advisors (US) LLC, GLAS USA LLC, GLAS Americas LLC, and the Lenders from time to time party thereto.* 10.2 Deed of Release and Termination, dated July 18, 2024, among Trinseo Europe GmbH, Trinseo Export GmbH, Trinseo Deutschland Anlagengesellschaft mbH, Trinseo Netherlands B.V., Altuglas LLC, Aristech Surfaces, LLC, Trinseo LLC, Trinseo U.S. Receivables Company SPV LLC, Styron Receivables Funding Designated Activity Company, Regency Assets Designated Activity Company, HSBC Bank plc, Trinseo Holding S. r.l., TMF Administration Services Limited and the Law Debenture Trust Corporation plc. 99.1 Press Release dated July 18, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) * Certain portions of this exhibit were redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request; provided, however that the Company may request confidential treatment of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. SIGNATURE 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. TRINSEO PLC By: /s/ David Stasse Name: David Stasse Title: Executive Vice President and Chief Financial Officer Date: July 22, 2024

View Full Filing

View this 8-K filing on SEC EDGAR