Trinseo PLC (NYSE: TSE), a specialty material solutions provider
(“Trinseo” or the “Company”), today announced that
its subsidiaries, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA
Finance SPV LLC (the “New Issuers”), have commenced a
private offer to exchange (the “Exchange Offer”) any and all
of the outstanding 5.125% Senior Notes due 2029 issued by the
Existing Issuers (as defined herein) (the “Existing Notes”)
in exchange for new 7.625% Second Lien Senior Secured Notes due
2029 (the “New Notes”) of the New Issuers. For each $1,000
principal amount of Existing Notes validly tendered prior to the
expiration of the Exchange Offer, holders will be eligible to
receive $850 principal amount of New Notes. The New Notes will have
a coupon of 7.625% and will mature on May 3, 2029.
Simultaneously with the Exchange Offer, other Company
subsidiaries, Trinseo Holding S.à r.l., and Trinseo Materials
Finance, Inc. (the “Existing Issuers”), are conducting a
solicitation of consents (the “Consent Solicitation”) with
respect to certain amendments (the “Proposed Amendments”) to
the indenture governing the Existing Notes. The Proposed Amendments
will eliminate or waive substantially all of the restrictive
covenants contained in the indenture governing the Existing Notes,
eliminate certain events of default, releases the existing
guarantees of the Existing Notes and modify or eliminate certain
other provisions. The Proposed Amendments will be set forth in a
supplemental indenture and subject to, among other things, the
receipt of consents of the holder of more than 50% in aggregate
principal amount of the Existing Notes. The supplemental indenture
is expected to be executed promptly after the deadline for
withdrawal.
The Exchange Offer and Consent Solicitation are being made upon
the terms and conditions set forth in the confidential Offering
Memorandum and Consent Solicitation Statement (the “Offering
Memorandum”) dated December 16, 2024. The Exchange Offer will
expire at 5:00 p.m., New York City time, on January 15, 2025,
subject to being amended or extended. Existing Notes may be validly
withdrawn and consents may be revoked at any time on or prior to
5:00 p.m., New York City time, on January 2, 2024, but not
thereafter, unless extended.
The Exchange Offer is only being made, and copies of the
Offering Memorandum will only be made available, to holders of the
Existing Notes that have certified in an eligibility letter as to
certain matters, including their status as either (1) a “qualified
institutional buyer” under Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), or (2) a person who
is not a “U.S. person” as defined under Regulation S under the
Securities Act. Requests for copies of this eligibility letter, the
Offering Memorandum or other offering documents may be directed to
the exchange and information agent, D.F. King & Co., Inc., at:
(800) 791-3319 (toll free), (212) 269-5550 (for banks and brokers);
by email at trinseo@dfking.com; or by mail, overnight courier or by
hand at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New
York, NY 10005.
The New Notes will be jointly and severally unconditionally
guaranteed by the Company and certain of the Company’s direct and
indirect subsidiaries organized in the United States, Luxembourg,
Belgium, Germany, Indonesia, Taiwan and Switzerland. The New Notes
and related guarantees will, subject to permitted liens and other
limitations, be secured by certain second-priority security
interests in the equity interests of the New Issuers, the assets of
certain of the guarantors of the New Notes and substantially all of
the assets of Altuglas LLC and Aristech Surfaces LLC, each an
indirect subsidiary of the Company (and with respect to certain
other assets of Trinseo Europe GmbH, a third or fourth-priority
security interest, as applicable).
The consummation of the Exchange Offer and the Consent
Solicitation is subject to and conditioned upon, among other
things, more than 50% of the aggregate principal amount of the
Existing Notes participating in the Exchange Offer and delivering
consents to the Proposed Amendments. As previously disclosed,
Trinseo and certain of its subsidiaries entered into a transaction
support agreement (the “Support Agreement”) with certain
holders and lenders of Trinseo’s outstanding senior notes and term
loans, including holders of the Existing Notes representing
approximately 74% of the aggregate principal amount outstanding of
the Existing Notes (such holders of Existing Notes, the
“Supporting Holders”). Pursuant to the Support Agreement,
the Supporting Holders agreed, among other things and subject to
the terms and conditions set forth therein, to tender in the
Exchange Offer their Existing Notes in exchange for New Notes and
deliver their consents for the Proposed Amendments in the Consent
Solicitation.
Holders may not tender their Existing Notes pursuant to the
Exchange Offer without delivering a consent with respect to such
Existing Notes tendered pursuant to the Consent Solicitation, and
holders may not deliver their consents pursuant to the Consent
Solicitation without tendering the related Existing Notes pursuant
to the Exchange Offer. No consideration will be paid for consents
in the Consent Solicitation.
The following table describes certain terms of the exchange
offer:
Title of Existing
Notes
CUSIP Numbers or
ISINs
Outstanding Principal
Amount
Exchange
Consideration(1)
5.125% Senior Notes due 2029
144A: 89668Q AF5 / US89668QAF54
Reg S: L9339W AE9 / USL9339WAE95
$447,000,000
$850 Principal Amount of New
Notes per $1,000 Principal Amount of Existing Notes
(1) Consideration in the form of principal amount of New Notes
per $1,000 principal amount of Existing Notes that are validly
tendered and accepted for exchange, subject to any rounding.
Excludes accrued and unpaid interest on such Existing Notes from
and including the last interest payment date on such Existing Notes
to, but excluding, the settlement date of the Exchange Offer, which
will be paid in the form of cash, in addition to the Exchange
Consideration, as applicable.
The New Notes will not be registered under the Securities Act,
or any other applicable securities laws and, unless so registered,
the New Notes may not be offered, sold, pledged or otherwise
transferred within the United States or to or for the account of
any U.S. person, except pursuant to an exemption from the
registration requirements thereof. Accordingly, the New Notes are
being offered and issued only (i) to persons reasonably believed to
be “qualified institutional buyers” (as defined in Rule 144A under
the Securities Act) and (ii) to non-“U.S. persons” who are outside
the United States (as defined in Regulation S under the Securities
Act). Non U.S.-persons may also be subject to additional
eligibility criteria.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
or the solicitation of tenders or consents. The Exchange Offer and
the Consent Solicitation are only being made pursuant to the
Offering Memorandum. The Exchange Offer and the Consent
Solicitation are not being made to holders in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
The Exchange Offer and Consent Solicitation are being made
solely pursuant to the Offering Memorandum, which more fully set
forth and govern the terms and conditions of the Exchange Offer and
Consent Solicitation. The Offering Memorandum contains important
information and should be read carefully before any decision is
made with respect to the Exchange Offer or Consent
Solicitation.
Goldman Sachs & Co. LLC is acting as the dealer manager and
solicitation agent in connection with the Exchange Offer and the
Consent Solicitation.
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.
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 Exchange Offer
and Consent Solicitation, 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, our ability to successfully
consummate the Exchange Offer and the Consent Solicitation; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the previously-announced
transaction support agreement; the ability to satisfy closing
conditions to the completion of the transactions contemplated by
the transaction support agreement; the Company’s ability to achieve
the anticipated benefits from the transactions contemplated by the
transaction support agreement; other risks related to the
completion of the transactions contemplated by the transaction
support agreement 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20241216379483/en/
Trinseo Contact: Bee van Kessel Tel : +41 44 718 3685 Email:
bvankessel@trinseo.com
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
