Trinseo Finalizes JV Acquisition Agreement

TL;DR

Trinseo just locked down the rest of its JV – big move for their specialty materials!

AI Summary

On December 9, 2024, Trinseo PLC entered into a Material Definitive Agreement related to its previously announced acquisition of the remaining 50% interest in its Trinseo JV, which it did not previously own. This agreement is a key step in Trinseo's strategic plan to enhance its specialty materials portfolio.

Why It Matters

This agreement signifies Trinseo's commitment to consolidating its ownership in a key joint venture, potentially streamlining operations and enhancing its specialty materials business.

Risk Assessment

Risk Level: medium — The acquisition of a remaining stake in a joint venture can involve complex financial and operational integration, carrying inherent risks.

Key Numbers

• 50% — JV Interest Acquired (Trinseo is acquiring the remaining 50% of its joint venture.)

Key Players & Entities

• Trinseo PLC (company) — Registrant
• December 9, 2024 (date) — Date of Material Definitive Agreement
• 50% (dollar_amount) — Percentage of JV interest acquired

FAQ

Key Financial Figures

• $0.01 — registered Ordinary Shares, par value $0.01 per share TSE New York Stock Exchange
• $330 million — action Support Agreement, approximately $330 million (74%) aggregate principal amount of the
• $88 million — action Support Agreement, approximately $88 million (76%) aggregate principal amount of the
• $1,315 million — action Support Agreement, approximately $1,315 million (64%) of the outstanding loans and comm
• $893 million — OpCo Credit Agreement and approximately $893 million (82%) of the outstanding loans and comm
• $115 million — ll, among other things, (i) incur a new $115 million incremental term loan under the 2028 Re
• $300 million — nce Credit Agreement, (ii) obtain a new $300 million super priority revolving credit facilit
• $375.0 million — Supporting Creditors under the existing $375.0 million revolving credit facility pursuant to t
• $300 m — aggregate principal committed amount of $300 million, which shall be senior in right o
• $115,000,000 — redeem, on January 16, 2025, the entire $115,000,000 aggregate principal amount of the 2025

Filing Documents

• tm2430477d1_8k.htm (8-K) — 61KB
• tm2430477d1_ex99-1.htm (EX-99.1) — 18KB
• tm2430477d1_ex99-2.htm (EX-99.2) — 17KB
• tm2430477d1_ex99-1img001.jpg (GRAPHIC) — 22KB
• tm2430477d1_ex99-2img001.jpg (GRAPHIC) — 232KB
• tm2430477d1_ex99-2img002.jpg (GRAPHIC) — 506KB
• tm2430477d1_ex99-2img003.jpg (GRAPHIC) — 308KB
• tm2430477d1_ex99-2img004.jpg (GRAPHIC) — 173KB
• tm2430477d1_ex99-2img005.jpg (GRAPHIC) — 47KB
• tm2430477d1_ex99-2img006.jpg (GRAPHIC) — 259KB
• tm2430477d1_ex99-2img007.jpg (GRAPHIC) — 117KB
• tm2430477d1_ex99-2img008.jpg (GRAPHIC) — 430KB
• 0001104659-24-126991.txt ( ) — 3169KB
• tse-20241209.xsd (EX-101.SCH) — 3KB
• tse-20241209_lab.xml (EX-101.LAB) — 33KB
• tse-20241209_pre.xml (EX-101.PRE) — 22KB
• tm2430477d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement Transaction Support Agreement On December 9, 2024 , Trinseo PLC (the "Company"), and certain of its direct and indirect subsidiaries (collectively, the "Trinseo Parties") entered into a transaction support agreement (together with all exhibits, annexes and schedules thereto, the "Transaction Support Agreement") with (i) certain holders of the 5.125% senior notes due 2029 (the "2029 Notes") originally issued by Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. ("Finance Inc."), each indirect wholly owned subsidiaries of the Company (the "Existing Issuers"), which collectively held, as of the date of the Transaction Support Agreement, approximately $330 million (74%) aggregate principal amount of the outstanding 2029 Notes (the "Supporting 2029 Noteholders"); (ii) certain holders of the Existing Issuers' 5.375% senior notes due 2025 (the "2025 Notes"), which collectively held, as of the date of the Transaction Support Agreement, approximately $88 million (76%) aggregate principal amount of the outstanding 2025 Notes (together with the Supporting 2029 Noteholders, the "Supporting Holders"); and (iii) certain lenders under the credit agreement, dated as of September 6, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified, the "OpCo Credit Agreement") and the credit agreement dated September 8, 2023 (as amended, the "2028 Refinance Credit Agreement"), which collectively held, as of the date of the Transaction Support Agreement, approximately $1,315 million (64%) of the outstanding loans and commitments pursuant to the OpCo Credit Agreement and approximately $893 million (82%) of the outstanding loans and commitments pursuant to the 2028 Refinance Credit Agreement (the "Supporting Creditors" and, together with the Supporting Holders and the Trinseo Parties, the "TSA Parties"). Pursuant to the terms of the Transaction Support Agreement, the Supporting Holders and

01

Item 7.01 Regulation FD Disclosure. On December 10, 2024, the Existing Issuers submitted a notice of conditional redemption of the Existing Issuers' 2025 Notes issued pursuant to that certain Indenture dated as of August 29, 2017, as supplemented, by and among the Issuers, the guarantors from time to time party thereto and The Bank of New York Mellon, as trustee, notifying holders that the Existing Issuers have elected to redeem, on January 16, 2025, the entire $115,000,000 aggregate principal amount of the 2025 Notes currently outstanding. The Redemption is conditioned on the funding of the transactions set forth in the Transaction Support Agreement on or before January 16, 2025 (the "Redemption"). This condition may be waived by the Existing Issuers in their sole discretion. In addition, the date of redemption may, in the Existing Issuers' discretion, be delayed until such time as the foregoing condition is satisfied or waived. The redemption price with respect to the 2025 Notes to be redeemed pursuant to the Redemption will be equal to 100.000% of the aggregate principal amount of such 2025 Notes, plus accrued and unpaid interest to the date of redemption. On December 10, 2024 , the Company also issued a press release announcing the signing of the Transaction Support Agreement, a copy of which is furnished as Exhibit 99.1 hereto. The Company is also furnishing an investor presentation that was prepared in connection with the Transactions described herein, a copy of which is furnished as Exhibit 99.2 hereto (the "Disclosure Information"). The Disclosure Information was provided to certain of the TSA Parties for the sole purpose of facilitating discussions with respect to the Transaction Support Agreement and should not be relied upon as guidance. Actual results may differ materially from the furnished Disclosure Information. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes

Financial Statements and Exhibits

Financial Statements and Exhibits. 99.1 Press Release, dated December 10, 2024. 99. 2 Investor Presentation, dated December 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: December 10, 2024

View Full Filing

View this 8-K filing on SEC EDGAR