Trinseo PLC Files 8-K: Material Definitive Agreement

TL;DR

Trinseo PLC signed a big deal on Dec 12, 2024. More details in the filing.

AI Summary

On December 12, 2024, Trinseo PLC entered into a Material Definitive Agreement related to its acquisition by Trinseo S.A. The filing also includes other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant contractual development for Trinseo PLC, potentially impacting its future operations and shareholder value.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or alter existing ones for a company.

Key Players & Entities

• Trinseo PLC (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• Trinseo S.A. (company) — Acquiring entity

FAQ

Key Financial Figures

• $0.01 — registered Ordinary Shares, par value $0.01 per share TSE New York Stock Exchange

Filing Documents

• tm2431127d1_8k.htm (8-K) — 41KB
• tm2431127d1_ex10-1.htm (EX-10.1) — 87KB
• tm2431127d1_ex10-2.htm (EX-10.2) — 80KB
• tm2431127d1_ex10-3.htm (EX-10.3) — 136KB
• tm2431127d1_ex10-4.htm (EX-10.4) — 118KB
• tm2431127d1_ex99-1.htm (EX-99.1) — 23KB
• tm2431127d1_ex99-1img001.jpg (GRAPHIC) — 6KB
• 0001104659-24-129105.txt ( ) — 740KB
• tse-20241212.xsd (EX-101.SCH) — 3KB
• tse-20241212_lab.xml (EX-101.LAB) — 33KB
• tse-20241212_pre.xml (EX-101.PRE) — 22KB
• tm2431127d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Entry into Supplemental Indentures On December 13, 2024, pursuant to the transaction support agreement dated December 9, 2024 (the "Support Agreement") previously disclosed by Trinseo PLC (the "Company"), two subsidiaries of the Company, Trinseo Materials Operating S.C.A ("Trinseo Materials Operating") and Trinseo Holding S. r.l. ("Trinseo Holdings") were merged, with Trinseo Holdings as the surviving entity (the "LuxCo Merger"). In connection with the LuxCo Merger, on December 13, 2024, Trinseo Materials Operating and Trinseo Materials Finance, Inc. (together, the "Existing Issuers"), Trinseo Holdings, the guarantors party to the indentures described below, and The Bank of New York Mellon entered into: (a) a sixth supplemental indenture to the indenture governing the Existing Issuers' outstanding 5.375% Senior Notes due 2025, dated as of August 29, 2017 (as amended, supplemented or otherwise modified, the "2025 Notes Indenture"); and (b) a sixth supplemental indenture to the indenture governing the Existing Issuers' outstanding 7.625% Senior Notes due 2029 (the "2029 Notes"), dated as of March 24, 2021 (as amended, supplemented or otherwise modified, the "2029 Notes Indenture"), pursuant to the which Trinseo Holdings expressly assumed all of the obligations of Trinseo Materials Operating, as the primary issuer, under the 2025 Notes Indenture and 2029 Notes Indenture. The foregoing description of the sixth supplemental indenture to the 2025 Notes Indenture and the sixth supplemental indenture to the 2029 Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of each supplemental indenture, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference. Entry into Credit Agreement Amendments Pursuant to the Support Agreement and in connection with the LuxCo Merger, on Dec

01.Other Events

Item 8.01.Other Events. Launch of Exchange Offer On December 16, 2024, the Company issued a press release announcing that certain of its direct and indirect subsidiaries have commenced the previously-announced exchange offer and consent solicitation with respect to the 2029 Notes. A copy of the press release announcing the exchange offer and consent solicitation is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Sixth Supplemental Indenture to the indenture dated as of August 19, 2017, by and among Trinseo Materials Operating S. r.l., Trinseo Holding S. r.l., Trinseo Materials Finance, Inc., the Guarantors named therein, and The Bank of New York Mellon, as trustee, dated December 13, 2024. 10.2 Sixth Supplemental Indenture to the indenture dated as of March 24, 2021, by and among Trinseo Materials Operating S. r.l., Trinseo Holding S. r.l., Trinseo Materials Finance, Inc., the Guarantors named therein, and The Bank of New York Mellon, as trustee, dated December 13, 2024. 10.3 2024 LuxCo Merger Amendment, dated as of December 12, 2024, to the Existing Credit Agreement, by and among Trinseo Holding S. r.l., Trinseo Materials Finance, Inc., Trinseo LuxCo S. r.l. Deutsche Bank AG New York Branch, as Administrative Agent, dated December 12, 2024. 10.4 Second Amendment to Credit Agreement by and among Trinseo LuxCo S..r.l., Trinseo NA Finance LLC, Trinseo LuxCo Finance SPV S..r.l., Trinseo NA Finance SPV LLC, Trinseo PLC, and Alter Domus (US) LLC, as Administrative Agent, dated December 12, 2024. 99.1 Press Release announcing exchange offer and consent solicitation with respect to 2029 Notes, dated December 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Cautionary Note on Forward-Looking Statements This Current Report contains forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like "expect," "anticipate," "believe," "intend," "forecast," "estimate," "see," "outlook," "will," "may," "might," "tend," "assume

View Full Filing

View this 8-K filing on SEC EDGAR