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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): December 9, 2024
Trinseo
PLC
(Exact name of registrant
as specified in its charter)
| Ireland |
|
001-36473 |
|
N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
440 East Swedesford
Road, Suite 301
Wayne, Pennsylvania
19087
(Address of principal
executive offices, including zip code)
(610 )240-3200
(Telephone number, including
area code)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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:
| Title
of Each Class |
Trading
symbol |
Name
of Exchange on which registered |
| Ordinary Shares, par value $0.01 per share |
TSE |
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
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. ¨
| 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 the Supporting Creditors
have agreed to support a series of transactions (the “Transactions”) to be commenced by
the Trinseo Parties whereby, the Trinseo Parties will, among other things, (i) incur a new $115 million incremental term loan under
the 2028 Refinance Credit Agreement, (ii) obtain a new $300 million super priority revolving credit facility, (iii) terminate
the revolving credit facility under the OpCo Credit Agreement, (iv) issue the New 2L Notes (as defined herein) in exchange for the
2029 Notes of holders who elect to tender their outstanding 2029 Notes in the exchange, (v) redeem all outstanding 2025 Notes, (vi) designate
certain subsidiaries as unrestricted subsidiaries under the OpCo Credit Agreement and indenture in respect of the 2029 Notes (the “2029
Indenture”) and (vii) facilitate two new intercompany incremental term loan tranches under the OpCo Credit Agreement.
The TSA Parties
have agreed, among other things, to support and take all commercially reasonable actions reasonably necessary to facilitate the implementation
of the Transactions within the time outlined in the Transaction Support Agreement and to vote and exercise any powers or rights available
to them, in each case in favor of any matter requiring approval to the extent necessary to implement the Transactions.
The
Trinseo Parties may terminate the Transaction Support Agreement upon the occurrence (or continuation) of certain events, including: (a) the
failure of any of the Supporting 2029 Noteholders to timely tender all their 2029 Notes in the Exchange Offer (as defined below) resulting
in a condition to the Exchange Offer not being met; (b) the Supporting Creditors or Supporting Holders, as applicable, collectively
no longer own, control, or constitute (i) the “Required Lenders” under and as defined in the 2028 Refinance Credit Agreement,
(ii) the “Required Lenders” under and as defined
in the OpCo Credit Agreement, (iii) a majority in principal amount of the 2025 Notes under the indenture governing the 2025 Notes
or (iv) a majority in principal amount of the 2029 Notes under the 2029 Indenture; (c) certain failures to perform and
material breaches by the Supporting Holders or the Supporting Creditors; and (d) the closing date under the Transaction Support
Agreement not occurring on or before February 15, 2025. The TSA Parties other than the Trinseo Parties may terminate the Transaction
Support Agreement upon the occurrence (or continuation) of certain events, including: (a) certain material breaches by the Trinseo
Parties; (b) a failure of the Trinseo Parties to conduct the Exchange Offer on terms and timing consistent with those set out in
the Transaction Support Agreement; (c) the closing date under the Transaction Support Agreement not occurring on or before February 15,
2025.
The Transaction
Support Agreement also contains certain customary representations, warranties and other agreements by the parties thereto. Closing of
certain of the Transactions pursuant to the Transaction Support Agreement are subject to, and conditioned upon, closing of all of the
other Transactions, as well as other customary conditions.
The representations,
warranties and covenants of each party set forth in the Transaction Support Agreement have been made only for purposes of, and were and
are solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the parties thereto, instead of establishing
these matters as facts, and may be subject to standards of materiality applicable to the parties thereto that differ from those applicable
to investors. In addition, certain representations and warranties were made only as of the date of the Transaction Support Agreement,
as applicable, or such other date as is specified therein. Moreover, information concerning the subject matter of the representations
and warranties may change after the date of the Transaction Support Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures. Accordingly, the Transaction Support Agreement will be filed as an exhibit to a subsequent Company filing only to provide
investors with information regarding the terms of the Transaction Support Agreement, and not to provide investors with any other factual
information regarding the parties thereto, their respective affiliates or their respective businesses.
The Transactions,
include, without limitation, those transactions set out below, each on the terms and subject to the conditions set out in the Transaction
Support Agreement.
LuxCo Merger Transactions
Trinseo
Materials Operating S.C.A., one of the Existing Issuers of the 2029 Notes and 2025 Notes, will merge with and into Trinseo Holding S.à
r.l. (“Trinseo Holdings”), a Luxembourg private limited liability company and indirect wholly owned subsidiary of the Company
(the “LuxCo Merger”). Pursuant to the Transaction Support Agreement, the Supporting Holders and Supporting Creditors
have consented to, and provided the necessary waivers under the applicable indentures and credit agreements for, the LuxCo Merger and
related transactions.
Exchange Offer and Consent
Solicitation
Pursuant
to the terms of the Transaction Support Agreement, Trinseo Luxco Finance SPV S.à r.l. (“Finance SPV”) and Trinseo NA
Finance SPV LLC, each indirect wholly owned subsidiaries of the Company (together,
the “New Issuers”) agreed to commence an exchange offer to eligible holders of the 2029 Notes to exchange any and all of their
2029 Notes in exchange for new 7.625% Second Lien Senior Secured Notes due 2029 (the “New 2L Notes”) to be issued by the New
Issuers (the “Exchange Offer”), upon the terms and conditions to be set forth in a confidential offering memorandum and consent
solicitation statement to be delivered to registered holders of the 2029 Notes (the “Offering Memorandum”). In conjunction
with the Exchange Offer, and on the terms and subject to the conditions set forth in the Offering Memorandum, the Existing Issuers will
also solicit consents (the “Consent Solicitation”) from registered holders of 2029 Notes to certain proposed amendments to
the 2029 Indenture, which would, among other things, eliminate substantially all of the restrictive covenants and certain events of default
contained in the 2029 Indenture Notes and release the existing subsidiary guarantees of the 2029 Notes.
Subject
to the terms and conditions of Transaction Support Agreement, the Supporting 2029 Noteholders have agreed to tender in the Exchange
Offer their 2029 Notes in exchange for New 2L Notes and to deliver their consents in the Consent Solicitation.
The Company expects to commence
the Exchange Offer and Consent Solicitation on or around December 13, 2024.
Redemption of 2025 Senior Notes
Pursuant
to the terms of the Transaction Support Agreement, the Company agreed to cause the redemption of all
of outstanding 2025 Notes at a redemption price equal to the outstanding principal thereof and accrued but unpaid interest thereon to,
but excluding, the redemption date.
Proposed OpCo Super-Priority
Revolver Facility and OpCo Super-Priority Intercreditor Agreement
On or around, and subject
to the occurrence of, the closing of the Exchange Offer, the Supporting Creditors under the existing $375.0 million revolving credit facility
pursuant to the OpCo Credit Agreement will provide a new super priority revolver facility (the “Proposed OpCo Super-Priority Revolver
Facility”), in an initial aggregate principal committed amount of $300 million, which shall be senior in right of payment and lien
priority to the claims and liens securing the obligations under the OpCo Credit Agreement, pursuant to a new intercreditor agreement.
The Trinseo Parties will terminate revolving commitments under the existing OpCo Credit Agreement.
OpCo Credit Agreement Amendment
On or around, and subject
to the occurrence of, the closing of the Exchange Offer, an amendment to the OpCo Credit Agreement will be executed, which will, among
other things:
| ● | Permit the designation of Aristech Surfaces LLC (“Aristech”) and Altuglas LLC (“Altuglas”)
as “unrestricted subsidiaries” under the OpCo Credit Agreement. |
| ● | Facilitate two new intercompany incremental term loan tranches (the “New Intercompany Loans”)
from Finance SPV, as lender, to Trinseo Holdings and Finance Inc., as co-borrowers, with: (a) the first tranche of incremental term
loans in an amount equal to $115 million (“Tranche A Loans”), and (b) the second tranche of incremental term loans in
an amount equal to the face amount of New 2L Notes to be issued pursuant to the Exchange Offer and New 2L Notes Indenture (“Tranche
B Loans” and, together with the Tranche A Loans, the “New Intercompany Loans”). The New Intercompany Loans will rank
pari passu in right of payment and lien priority with the 2021 Term Loans (as defined in the OpCo Credit Agreement) and 2023 Term Loans
(as defined in the OpCo Credit Agreement) and junior to the Proposed OpCo Super-Priority Revolver Facility. The Tranche A Loans will be
used to redeem the 2025 Notes and the Tranche B Loans will be issued in exchange for the transfer of the 2029 Notes purchased by the New
Issuers in the Exchange Offer. |
| ● | Permit the Proposed OpCo Super-Priority Revolver Facility. |
| ● | Permit the removal of the cap on the Limited Guaranty (as defined in the 2028 Refinance Credit Agreement). |
Proposed 2028 Refinance Credit
Agreement Amendment
On or around,
and subject to the occurrence of, the closing of the Exchange Offer, an amendment to the 2028 Refinance Credit Agreement will be executed,
which will, among other things:
| ● | Facilitate the issuance and permit the incurrence of the New 2L Notes and entry into the indenture governing
the New 2L Notes, to be secured on a junior basis by the same collateral package as the 2028 Refinance Credit Agreement and 2028 Refinance
Term Loan Facility. |
| ● | Permit the incurrence of the OpCo Super-Priority Revolving Facility. |
| ● | Add Aristech and Altuglas as guarantors under the 2028 Refinance Credit Agreement. |
The foregoing
description of the Transaction Support Agreement and the Transactions contemplated thereby is not complete and is qualified in its entirety
by reference to the full text of the Transaction Support Agreement, a copy of which will be filed as an exhibit to a subsequent Company
filing.
The information contained
herein is for informational purposes only and is not intended to and does not constitute an offer to sell, buy or subscribe for any securities
or otherwise, nor shall there be any sale, issuance, or transfer of securities in any jurisdiction in contravention of applicable law.
In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made
in the United States absent registration under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant
to an exemption from, or in a transaction not subject to, such registration requirements.
| 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
of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated
by reference into the filings of the Company under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation
language in such filings. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to
the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Cautionary Note
on Financial Projections and Other Information
The Disclosure
Information was not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange
Commission or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts.
The Disclosure Information does not purport to present the Company’s or any of the Company’s direct or indirect subsidiaries’
financial condition in accordance with accounting principles generally accepted in the United States. The Company’s independent
accountants have not examined, compiled or otherwise applied procedures to the Disclosure Information and, accordingly, do not express
an opinion or any other form of assurance with respect to such information. The inclusion of the Disclosure Information should not be
regarded as an indication that the Company or its affiliates or representatives consider such information to be a reliable prediction
of future events, and such information should not be relied upon as such. Neither the Company nor any of its affiliates or representatives
has made or makes any representation to any person regarding the Company’s future performance compared to the Disclosure Information,
and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the
Disclosure Information was made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying
the projections are shown to be in error.
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,” “potential,”
“likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,”
“should,” “could,” “would” or expressions of similar meaning. Examples of forward-looking statements
include, without limitation, statements concerning our ability to consummate the proposed Transactions, including the Exchange Offer and
the Consent Solicitation, the timing of the proposed Transactions and other statements which are not statements of historical facts. Forward-looking
statements reflect management’s evaluation of information currently available and are based on the Company’s current expectations
and assumptions regarding its business, the economy, its current indebtedness, accessibility of debt markets, and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Specific factors that may cause future results to differ from those expressed by the forward-looking
statements, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in
connection with specific forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking
statements include, but are not limited to, the occurrence of any event, change or other
circumstance that could give rise to the termination of the Transaction Support Agreement; the effect of the announcement of the Transactions
on the Company’s ability to operate its business and retain and hire key personnel and to maintain favorable business relationships;
the timing of the proposed Transactions; the ability to satisfy closing conditions to the completion of the proposed Transactions; the
Company’s ability to achieve the anticipated benefits from the proposed Transactions; other risks related to the completion of the
proposed Transactions and actions related thereto; our ability to successfully implement
proposed restructuring initiatives, including the closure of certain plants and product lines, and to successfully generate cost savings
through restructuring and cost reduction initiatives; our ability to successfully execute our business and transformation strategy; the
timing of, and our ability to complete, a sale of our interest in Americas Styrenics; increased costs or disruption in the supply of raw
materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; compliance
with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including
those resulting from accidental spills or discharges; conditions in the global economy and capital markets; our current and
future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants under
our existing indebtedness; our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed
in our Annual Report on Form 10-K filed with the SEC on February 23, 2024, under Part I, Item 1A - Risk Factors, our
Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024 and elsewhere in our other reports, filings and furnishings
made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual
results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither
statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of
these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof.
The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law.
| Item 9.01 |
Financial Statements and Exhibits. |
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 |
|
|
Exhibit 99.1
 | News
Release |
| | |
Trinseo Enters into Transaction Support Agreement
to Extend Debt Maturities and Increase Liquidity
WAYNE, PA – December 10, 2024 – Trinseo PLC (NYSE:
TSE), a specialty material solutions provider, (“Trinseo” or the “Company”) today announced that it and certain
of its subsidiaries have entered into a Transaction Support Agreement (the “TSA”) with certain holders and lenders (collectively,
the “Supporting Creditors”) of Trinseo’s outstanding senior notes and term loans. Pursuant to the TSA, the Supporting
Creditors have agreed to support a series of transactions to refinance near-term maturities, provide additional operating liquidity, extend
the Company’s nearest debt maturity to 2028, and capture discount from an exchange of its 2029 senior notes.
The transactions contemplated by the TSA include:
| ● | Redeeming and refinancing the existing $115 million 2025 Senior Notes through the issuance of an incremental $115 million 2028 Refinance
Term Loans, on substantially similar terms as the existing credit facility signed in September 2023. |
| ● | Entering into a new $300 million revolving credit facility with a reset springing covenant and a maturity date of February 2028.
The new revolving credit facility is available to be drawn upon immediately, and will replace the existing revolving credit facility due
to mature in May 2026. |
| ● | Exchanging at least $330 million of 2029 Senior Notes for new 2029 Second Lien Senior Secured Notes at a discount to par, providing
at least $49 million of discount capture from Supporting Creditors. |
Upon consummation of the transactions contemplated by the TSA, the
Company will have no debt scheduled to mature until 2028.
Commenting on the TSA, Frank Bozich, Trinseo’s President and
Chief Executive Officer, said, “This transaction significantly strengthens our ability to implement key strategic initiatives that
support our ongoing transformation as a leading provider of specialty materials and sustainable solutions. The added financial flexibility
gives us more runway to thoughtfully focus on optimizing our portfolio, invest in our leading circular technologies, and further solidify
our financial position. Combined, these help us add value to our customers, our shareholders, and our colleagues around the world.”
Transaction Details
The Supporting Creditors represent approximately 74% aggregate principal
amount of outstanding 5.125% Senior Notes due 2029, approximately 89% of the outstanding revolving commitments under the Company’s
Credit Agreement, originally dated as of September 6, 2017 (the “OpCo Credit Agreement”), and approximately 58% of
the outstanding term loans under the Company’s existing credit facility, originally dated as of September 8, 2023 (“2028
Refinance Term Loans”).
The Company and the Supporting Creditors have agreed to the material
terms of, and to support, and take all commercially reasonable actions reasonably necessary to facilitate the implementation of the transactions
contemplated by the TSA within the timeframes outlined in the TSA.
As contemplated by the TSA, the Company also intends to commence an
exchange offer, pursuant to which all holders of outstanding 5.125% Senior Notes due 2029 will be offered, in exchange for such outstanding
notes, new 7.625% Second Lien Senior Secured Notes due 2029, at a discount to the par value of the existing notes. The transactions, including
the exchange offer, are expected to close in January 2025.
The Company today filed a Form 8-K with the Securities and Exchange
Commission, which contains further details regarding the terms of the TSA and the related transactions.
This press release is not intended to be, and does not constitute,
an offer to sell, buy or subscribe for any securities or otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In particular, this communication is not an offer of securities for sale into the
United States or any other jurisdiction. No offer of securities shall be made absent registration under the Securities Act of 1933, as
amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
Ropes & Gray LLP served as counsel, Centerview Partners LLC
served as investment banker, and FTI Consulting served as financial advisor to Trinseo.
About Trinseo
Trinseo (NYSE: TSE), a specialty material solutions provider, partners
with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking
innovations and best-in-class materials to unlock value for companies and consumers.
From design to manufacturing, Trinseo taps into decades of experience
in diverse material solutions to address customers’ unique challenges in a wide range of industries, including building and construction,
consumer goods, medical and mobility.
Trinseo’s employees bring endless creativity to reimagining the
possibilities with clients all over the world from the company’s locations in North America, Europe and Asia Pacific. Trinseo reported
net sales of approximately $3.7 billion in 2023. Discover more by visiting www.trinseo.com and connecting with Trinseo on LinkedIn, Twitter,
Facebook and WeChat.
Cautionary Note on Forward-Looking Statements
This press release contains certain 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,” “potential,” “likely,” “target,” “plan,”
“contemplate,” “seek,” “attempt,” “should,” “could,” “would” or
expressions of similar meaning. Examples of forward-looking statements include, without limitation, statements concerning our ability
to consummate the proposed transactions contemplated by the TSA, including the note exchange offer and the solicitation of lender consents,
the timing of the transactions and other statements which are not statements of historical facts. Forward-looking statements reflect management’s
evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding its
business, the economy, its current indebtedness, accessibility of debt markets, and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict. Specific factors that may cause future results to differ from those expressed by the forward-looking statements, or otherwise
impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific
forward-looking statements. Factors that might cause future results to differ from those expressed by the forward-looking statements include,
but are not limited to, the occurrence of any event, change or other circumstance that could give rise
to the termination of the TSA; the effect of the announcement of the transactions contemplated by the TSA on the Company’s ability
to operate its business and retain and hire key personnel and to maintain favorable business relationships; the timing of the transactions
contemplated by the TSA; the ability to satisfy closing conditions to the completion of the transactions contemplated by the TSA; the
Company’s ability to achieve the anticipated benefits from the transactions contemplated by the TSA; other risks related to the
completion of the transactions contemplated by the TSA and actions related thereto; our
ability to successfully implement proposed restructuring initiatives, including the closure of certain plants and product lines, and to
successfully generate cost savings through restructuring and cost reduction initiatives; our ability to successfully execute our business
and transformation strategy; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; increased costs
or disruption in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased
energy costs; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing
facilities, including those resulting from accidental spills or discharges; conditions in the global economy and capital markets; our
current and future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants
under our existing indebtedness; our ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed
in our Annual Report on Form 10-K filed with the SEC on February 23, 2024, under Part I, Item 1A – Risk Factors,
our Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024, and elsewhere in our other reports, filings and furnishings
made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual
results, performance or achievements may differ materially from those contemplated by the forward-looking statements. They are neither
statements of historical fact nor guarantees or assurances of future performance. Therefore, we caution you against relying on any of
these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof.
The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events or otherwise, except as otherwise required by law.
| Trinseo Contact: Bee van Kessel |
| Tel : +41 44 718 3685 |
| Email: bvankessel@trinseo.com |
# # #
Exhibit 99.2
1 Trademark of Trinseo PLC or its affiliates Transaction Support Agreement to Extend Debt Maturities and Increase Liquidity December 10, 2024
2 Disclosure Rules This presentation contains certain forward - looking statements, including without limitation, statements concerning plans, object ives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guara nte es or assurances of future performance. Forward - looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “estim ate ,” “see,” “outlook,” “will,” “may,” “might,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of simil ar meaning. Examples of forward - looking statements include, without limitation, statements concerning our ability to consummate the proposed transactions described herein, including the no te exchange offer and the solicitation of lender consents, the timing of the transactions and other statements which are not statements of historical facts. Forward - looking stat ements reflect management’s evaluation of information currently available and are based on the Company’s current expectations and assumptions regarding its business, the economy, its current indebtedness, accessibility of debt markets, and other future conditions. Because forward - looking statements relate to the future, they are subject to inherent unce rtainties, risks and changes in circumstances that are difficult to predict. Specific factors that may cause future results to differ from those expressed by the forward - looking state ments, or otherwise impact performance or other predictions of future actions have, in many but not all cases, been identified in connection with specific forward - looking state ments. Factors that might cause future results to differ from those expressed by the forward - looking statements include, but are not limited to, the occurrence of any event, change or o ther circumstance that could give rise to the termination of the transaction services agreement; the effect of the announcement of the transactions described herein on the Co mpany’s ability to operate its business and retain and hire key personnel and to maintain favorable business relationships; the timing of the transactions described herein; the ab ility to satisfy closing conditions to the completion of the transactions described herein; the Company’s ability to achieve the anticipated benefits from the transactions described her ein; other risks related to the completion of the transactions described herein and actions related thereto; our ability to successfully implement proposed restructuring initi ati ves, including the closure of certain plants and product lines, and to successfully generate cost savings through restructuring and cost reduction initiatives; our ability to success ful ly execute our business and transformation strategy; the timing of, and our ability to complete, a sale of our interest in Americas Styrenics; increased costs or disruption in the su ppl y of raw materials; deterioration of our credit profile limiting our access to commercial credit; increased energy costs; compliance with laws and regulations impacting our business; any dis rup tions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges; conditions in the global economy and capital mark ets ; our current and future levels of indebtedness and our ability to service, repay or refinance our indebtedness; our ability to meet the covenants under our existing indebtedness; o ur ability to generate cash flows from operations and achieve our forecasted cash flows; and those discussed in our Annual Report on Form 10 - K filed with the SEC on February 23, 2024 , under Part I, Item 1A – Risk Factors, our Quarterly Report on Form 10 - Q filed with the SEC on November 7, 2024, and elsewhere in our other reports, filings and furnishing s made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual results, performance or achievement s m ay differ materially from those contemplated by the forward - looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. T herefore, we caution you against relying on any of these forward - looking statements. The forward - looking statements included in this Current Report are made only as of the date he reof. The Company undertakes no obligation to publicly update or revise any forward - looking statement as a result of new information, future events or otherwise, except as ot herwise required by law. This presentation contains financial measures that are not in accordance with generally accepted accounting principles in the US (“GAAP”) including Adjusted EBITDA, Adjusted Net Income, and Free Cash Flow. We believe these measures provide relevant and meaningful information to investors and lenders ab out the ongoing operating results and liquidity position of the Company. Such measures when referenced herein should not be viewed as an alternative to GAAP measures of perf orm ance or liquidity, as applicable. We have provided a reconciliation of these measures to the most comparable GAAP metric alongside of the respective measure or otherwi se in the Appendix section.
3 Carrying Transaction Proforma Security Maturity Rate Amount Adjustments Value $300MM 2028 Revolving Facility Feb-28 S+225bps n.a. Issued -- $375MM 2026 Revolving Facility May-26 S+225bps -- Terminated n.a. $150MM Accounts Receivable Securitization Facility Jan-28 S+475bps $75 -- $75 2028 Term Loan B May-28 S+250bps $724 -- $724 2028 Refinance Term Loans May-28 S+850bps $1,070 $115 $1,185 2029 Second Lien Senior Secured Notes May-29 7.625% n.a. $280 $280 Total Secured Debt $1,869 $395 $2,264 2025 Senior Notes Sep-25 5.375% $115 ($115) -- 2029 Senior Notes Apr-29 5.125% $447 ($330) $117 Total Unsecured Debt $562 ($445) $117 Other Indebtedness $8 -- $8 Total Debt $2,438 ($49) $2,389 Summary of Transaction ▪ Replaces the $375MM 2026 Revolving Facility with a new $300MM 2028 Revolving Facility ▪ Upsizes the 2028 Refinance Term Loans by $115MM – Proceeds to fund the redemption of the remaining 2025 Senior Notes ▪ Noteholders representing ~74% of the 2029 Senior Notes agreed to exchange their 2029 Senior Notes for new 2029 Second Lien Senior Secured Notes at an exchange price of $850 for every $1,000 of 2029 Senior Notes – Trinseo is launching an exchange offer for all remaining 2029 Senior Notes to exchange into the new 2029 Second Lien Senior Secured Notes on the same terms Trinseo announces a transaction, supported by a majority of secured creditors and noteholders, that enhances liquidity, refinances the remaining 2025 Senior Notes, extends the revolver maturity and exchanges the 2029 Senior Notes at a discount to par Key Transaction Terms Proforma Capitalization Table (as of 9/30/24) Note: Dollars in millions. Totals may not sum due to rounding. Presented assuming illustrative transaction date of 9/30/24 and only participation from Supporting 2029 Noteholders, as defined in the transaction documents. Interest rates exclude credit spread adjustments. (1) Reflects cash rate. PIK toggle option through September 9, 2025 at a rate of S+4.25% Cash / 5.25% PIK. (2) PIK toggle option for 36 months post issuance at a rate of 5.125% cash + 2.50% PIK. (3) Reflects Supporting 2029 Noteholders participation only. Amounts subject to change depending on final participation of 2029 Senior Notes. (3) (3) (1) (2)
4 $115 $1,794 $447 2024 2025 Senior Notes 2026 2027 2028 Term Loans 2029 Senior Notes No Debt Maturities until 2028 and New $300 million 2028 Revolving Credit Facility Increases Liquidity As Reported Pre - Transaction ($MM) May April (1) Reflects Supporting 2029 Noteholders participation only. Amounts subject to change depending on final participation of 20 29 Senior Notes. (2) Net of $20 million outstanding letters of credit as of September 30, 2024 September Proforma Post - Transaction ($MM) $1,909 $398 (1) 2024 2025 Senior Notes 2026 2027 2028 Term Loans 2029 Senior Notes & 2L Senior Secured Notes May April & May New $300 million 2028 Revolving Credit Facility • New facility maturing February 2028 replaces existing facility maturing May 2026 • Entire facility immediately available (2) • On a proforma basis, increases September 30, 2024 availability from $92 million to $280 million (2) Proforma Debt Maturity Schedule as of September 30, 2024
5 Appendix
6 Cash Generation Forecast • Approximately $100 million of incremental EBITDA improvement from cost, organic growth and sustainability projects expected through 2026 (approximately $80 million expected to be realized in 2025) • 2025 forecast includes $26 million of EBITDA from a polycarbonate technology license in India • Expected one - time spend of $15 million related to North America R&D center (of which $5 million is CapEx ) • Approximately $65 million of restructuring cost in 2025 and 2026 • ~$41 million from Stade, Germany polycarbonate closure • ~$24 million from Terneuzen, the Netherlands and Boehlen, Germany styrene closures and other initiatives 2024 cash used in operations of $7 million to $17 million and negative Free Cash Flow (1) of $72 million to $82 million 2025 cash from operations of $5 million to $25 million and negative Free Cash Flow (1) of $40 million to $60 million (1) See Appendix for a reconciliation of non - GAAP measures (2) 2025E Adjusted EBITDA includes a full year of Americas Styrenics. Americas Styrenics Q1’25E Low / Base / High estimate of $8 / $16 / $20 million (3) Approximately 50% of 2024E capital expenditures are related to maintenance projects (In $millions, unless noted) Low Base High Low Base High Adjusted EBITDA (1)(2) 218 223 228 300 325 350 Cash Interest (200) (200) (200) (190) (190) (190) Cash Taxes (20) (20) (20) (30) (35) (40) Capital Expenditures (3) (65) (65) (65) (65) (65) (65) Project / Restructuring Costs (45) (45) (45) (45) (45) (45) Turnarounds (10) (10) (10) (10) (10) (10) Working Capital / Other 40 40 40 (20) (30) (40) Free Cash Flow (1) (82) (77) (72) (60) (50) (40) 2025E2024E
7 Net Sales by Segment and Trade Volume (1) Trade Volume excludes styrene - related sales (2) US PMMA businesses reflect approximately 50% of 2025E Engineered Materials Adjusted EBITDA NOTE: Totals may not sum due to rounding (In $millions, unless noted) Low Base High Low Base High Trade Volume (kilotons) (1) 1,460 1,470 1,480 1,431 1,476 1,521 Engineered Materials (2) 827 830 834 825 849 872 Latex Binders 962 966 970 915 942 969 Plastics Solutions 1,041 1,050 1,059 936 977 1,017 Polystyrene 678 686 693 662 677 691 Net Sales 3,508 3,532 3,556 3,338 3,444 3,549 2025E2024E
8 US GAAP to Non - GAAP Reconciliation (1) Reconciling items to Adjusted EBITDA and Adjusted Net Income (Loss) are not typically forecasted by the Company based on thei r n ature as being primarily driven by transactions that are not part of the core operations of the business and, as a result, cannot be estimated without unreasonable cost or uncertainty. As such, for the f ore casted full year ended December 31, 2024, we have only included known reconciling items incurred through the nine months ended September 30, 2024. We have not included forecasted amounts for the rem ainder of 2024, or for the forecasted full year ended December 31, 2025. NOTE: For definitions of non - GAAP measures as well as descriptions of current period reconciling items from Net Income (Loss) to Adjusted EBITDA and to Adjusted Net Income (Loss), refer to the press release furnished as Exhibit 99.1 to our Form 8 - K dated November 6, 2024. Totals may not sum due to rounding. (In $millions, unless noted) Low Base High Low Base High Adjusted EBITDA 218 223 228 300 325 350 Interest expense, net 268 268 268 260 260 260 Provision for income taxes 34 34 34 33 33 33 Depreciation and amortization 188 188 188 175 175 175 Reconciling items to Adjusted EBITDA (1) 40 40 40 0 0 0 Net Income (loss) from continuing operations (312) (307) (302) (168) (143) (118) Reconciling items to Adjusted Net Income (Loss) (1) (53) (53) (53) 0 0 0 Adjusted Net Income (Loss) (259) (254) (249) (168) (143) (118) Low Base High Low Base High Cash From Operations (17) (12) (7) 5 15 25 Capital Expenditures (65) (65) (65) (65) (65) (65) Free Cash Flow (82) (77) (72) (60) (50) (40) Year Ended Dec 31, 2025 Year Ended Dec 31, 2024 Year Ended Dec 31, 2024 Year Ended Dec 31, 2024
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Trinseo (NYSE:TSE)
過去 株価チャート
から 11 2024 まで 12 2024
Trinseo (NYSE:TSE)
過去 株価チャート
から 12 2023 まで 12 2024
