UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
As previously announced on January 17, 2025 (the “Settlement Date”), Trinseo PLC (the “Company”), and certain of its direct and indirect subsidiaries, consummated a series of transactions contemplated by that certain Transaction Support Agreement dated December 9, 2024, pursuant to which the Company and certain of its subsidiaries entered into the following:
| · | Trinseo Holding S.à r.l.’s (“Trinseo Holdings”) and Trinseo Materials Finance, Inc. (together with Trinseo Holdings, the “Existing Issuers”), each indirect wholly owned subsidiaries of the Company, entered into a supplemental indenture (the “Existing 2029 Notes Supplemental Indenture”) to the to the indenture governing the Existing Issuers’ 5.125% senior notes due 2029 (the “Existing 2029 Notes”) with The Bank of New York Mellon, as trustee, and each of the guarantors of the Existing 2029 Notes. |
| · | Trinseo Luxco Finance SPV S.à r.l. ( “Finance SPV”) and Trinseo NA Finance SPV LLC (together with Finance SPV, the “New Issuers”), each indirect wholly owned subsidiaries of the Company, issued new 7.625% Second Lien Senior Secured Notes due 2029 (the “New 2L Notes”) pursuant to an indenture, dated as of the Settlement Date (the “New 2L Notes Indenture”), by and among the New Issuers, the Company, certain guarantor subsidiaries of the Company from time to time party thereto, The Bank of New York Mellon, as trustee, and Alter Domus (US) LLC, as notes collateral agent. |
| · | The Existing Issuers, Trinseo Luxco S.à r.l., a wholly owned subsidiary of the Company (“Trinseo Luxco”), the guarantors party thereto from time to time, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders party thereto executed a new credit agreement (the “OpCo Super-Priority Credit Agreement”). |
| · | The Existing Issuers, the guarantors party thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent (the “OpCo Collateral Agent”), and Finance SPV entered into an amendment (the “OpCo Credit Agreement Amendment”) to that certain credit agreement, dated as of September 6, 2017, by and among the Existing Issuers, the guarantors party thereto, the lenders party thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. |
| · | The New Issuers, the Company, Trinseo NA Finance LLC, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent and collateral agent, amended that certain credit agreement dated September 8, 2023 (such amendment, the “2028 Refinance Credit Agreement Amendment”). |
The descriptions of the Existing 2029 Notes Supplemental Indenture, the New 2L Notes Indenture, the New 2L Notes, the OpCo Super-Priority Credit Agreement, the OpCo Credit Agreement Amendment and the 2028 Refinance Credit Agreement Amendment included in the Company's Current Report on Form 8-K dated January 17, 2025 are not complete and are each qualified in their entirety by reference to the complete terms of each such transaction document, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3, Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, each of which are incorporated herein and therein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
*Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.
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: January 21, 2025 | ||