0001193125-14-010787.txt : 20140505 0001193125-14-010787.hdr.sgml : 20140505 20140114154335 ACCESSION NUMBER: 0001193125-14-010787 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20140114 DATE AS OF CHANGE: 20140129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Deutschland GmbH CENTRAL INDEX KEY: 0001587395 IRS NUMBER: 980647265 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-22 FILM NUMBER: 14527298 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Luxco S.a r.l. CENTRAL INDEX KEY: 0001587393 IRS NUMBER: 980651660 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-17 FILM NUMBER: 14527300 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinseo S.A. CENTRAL INDEX KEY: 0001519061 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-12 FILM NUMBER: 14527303 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 3000 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 610-240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 3000 CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: Bain Capital Everest (Luxco 2) S.a r.l. DATE OF NAME CHANGE: 20110426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Holdings Asia Pte. Ltd. CENTRAL INDEX KEY: 0001587832 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-02 FILM NUMBER: 14527305 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron US Holding, Inc. CENTRAL INDEX KEY: 0001587229 IRS NUMBER: 272552128 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-19 FILM NUMBER: 14527318 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Europe GmbH CENTRAL INDEX KEY: 0001587467 IRS NUMBER: 980598139 STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-05 FILM NUMBER: 14527307 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Netherlands B.V. CENTRAL INDEX KEY: 0001587441 IRS NUMBER: 980646258 STATE OF INCORPORATION: P7 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-07 FILM NUMBER: 14527309 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Canada ULC CENTRAL INDEX KEY: 0001587271 IRS NUMBER: 000000000 STATE OF INCORPORATION: A5 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-21 FILM NUMBER: 14527312 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Australia Pty Ltd CENTRAL INDEX KEY: 0001587232 IRS NUMBER: 980650032 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-23 FILM NUMBER: 14527315 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron LLC CENTRAL INDEX KEY: 0001587230 IRS NUMBER: 800512509 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-20 FILM NUMBER: 14527317 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Finance Luxembourg S.a r.l. CENTRAL INDEX KEY: 0001587411 IRS NUMBER: 980651660 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-08 FILM NUMBER: 14527296 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Deutschland Anlagengesellschaft mbH CENTRAL INDEX KEY: 0001587394 IRS NUMBER: 980646736 STATE OF INCORPORATION: 2M FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-18 FILM NUMBER: 14527299 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinseo Materials Operating S.C. A. CENTRAL INDEX KEY: 0001587413 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 980663708 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460 FILM NUMBER: 14527302 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Singapore Pte. Ltd. CENTRAL INDEX KEY: 0001587829 IRS NUMBER: 980646253 STATE OF INCORPORATION: U0 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-03 FILM NUMBER: 14527306 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinseo Materials Finance, Inc. CENTRAL INDEX KEY: 0001587231 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 462429861 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-24 FILM NUMBER: 14527316 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trinseo Materials S. a r.l. CENTRAL INDEX KEY: 0001587412 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 981019768 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-09 FILM NUMBER: 14527294 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Belgium B.V.B.A. CENTRAL INDEX KEY: 0001587442 IRS NUMBER: 980646254 STATE OF INCORPORATION: C9 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-10 FILM NUMBER: 14527308 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Sverige AB CENTRAL INDEX KEY: 0001587437 IRS NUMBER: 980603119 STATE OF INCORPORATION: V7 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-04 FILM NUMBER: 14527310 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Holding B.V. CENTRAL INDEX KEY: 0001587415 IRS NUMBER: 980646256 STATE OF INCORPORATION: P7 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-06 FILM NUMBER: 14527293 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Holding S.a r.l. CENTRAL INDEX KEY: 0001587392 IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-16 FILM NUMBER: 14527301 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Materials Ireland CENTRAL INDEX KEY: 0001587262 IRS NUMBER: 980665096 STATE OF INCORPORATION: L2 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-14 FILM NUMBER: 14527314 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron UK Ltd CENTRAL INDEX KEY: 0001587833 IRS NUMBER: 980595816 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-01 FILM NUMBER: 14527304 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD, SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron Investment Holdings Ireland CENTRAL INDEX KEY: 0001587265 IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-15 FILM NUMBER: 14527313 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Styron (Hong Kong) Ltd CENTRAL INDEX KEY: 0001587433 IRS NUMBER: 980664499 STATE OF INCORPORATION: K3 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191460-11 FILM NUMBER: 14527311 BUSINESS ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 240-3200 MAIL ADDRESS: STREET 1: 1000 CHESTERBROOK BOULEVARD STREET 2: SUITE 300 CITY: BERWYN STATE: PA ZIP: 19312 S-4/A 1 d546187ds4a.htm AMEDMENT NO.5 TO FORM S-4 Amedment No.5 to Form S-4

As filed with the United States Securities and Exchange Commission on January 14, 2014

Registration No. 333-191460 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 5

TO

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Trinseo Materials Operating S.C.A.   Trinseo Materials Finance, Inc.
(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)

 

Luxembourg   Delaware

(State or other jurisdiction of

incorporation or organization)

  

(State or other jurisdiction of

incorporation or organization)

 

2821   2821

(Primary Standard Industrial

Classification Code Number)

  

(Primary Standard Industrial

Classification Code Number)

 

98-0663708   46-2429861

(I.R.S. Employer

Identification No.)

  

(I.R.S. Employer

Identification No.)

1000 Chesterbrook Boulevard, Suite 300

Berwyn, Pennsylvania 19312

(610) 240-3200

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

 

 

Curtis S. Shaw

Executive Vice President, General Counsel and Corporate Secretary

1000 Chesterbrook Boulevard, Suite 300

Berwyn, Pennsylvania 19312

(610) 240-3200

(Address, including zip code, and telephone number, including area code, of registrants’ agent for service of process)

 

 

and the Guarantors identified in Table of Additional Registrant Guarantors below

Ronald L. Francis, Jr.

Nicholas A. Bonarrigo

Reed Smith LLP

Reed Smith Centre

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222

412-288-3131

(Copies of all communications, including communications sent to agent for service)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

  

Amount

to be

registered

  

Proposed maximum

offering

price per share

  

Proposed maximum

aggregate
offering price(1)

  

Amount of

registration fee

8.750% Senior Secured Notes due 2019

   $1,325,000,000   100%   $1,325,000,000   $180,730(2)

Guarantees of 8.750% Senior Secured Notes due 2019(3)

   N/A   N/A   N/A   N/A(4)

 

 

 

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) of the Securities Act of 1933.
(2) Previously paid.
(3) Certain subsidiaries of Trinseo S.A. guarantee the 8.750% Senior Secured Notes due 2019. See the table below for a complete list of the guarantors.
(4) Pursuant to Rule 457(n) under the Securities Act, no separate consideration will be received for the Guarantees of the 8.750% Senior Secured Notes due 2019. Therefore, no registration fee is attributed to them.

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

This Amendment No. 5 (“Amendment No. 5”) to the Registration Statement on Form S-4 of Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc. and the additional registrant guarantors set forth therein, which was originally filed on September 30, 2013, as amended on December 6, 2013 by Amendment No. 1, amended on December 17, 2013 by Amendment No. 2, amended on December 24, 2013 by Amendment No. 3 and further amended on December 26, 2013 by Amendment No. 4 (together, the “Registration Statement”), is being filed solely to amend Exhibit 5.12. No other changes have been made to the Registration Statement. Accordingly, this Amendment No. 5 consists solely of the facing page, this explanatory note, Part II and the Exhibit Index.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

The address and telephone number of the principal executive offices of each registrant is 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, (610) 240-3200. The agent for service of process for each registrant is Curtis S. Shaw, Executive Vice President, General Counsel and Corporate Secretary, 1000 Chesterbrook Boulevard, Suite 300, Berwyn, Pennsylvania 19312, (610) 240-3200.

 

Exact Name of Registrant Guarantor as

Specified in its Charter

   State or Other
Jurisdiction of
Organization		   I.R.S. Employer
Identification No.
(if applicable)

Styron Australia Pty Ltd

   Australia   98-0650032

Styron Belgium B.V.B.A.

   Belgium   98-0646254

Styron Canada ULC

   Canada   N/A

Styron LLC

   Delaware   80-0512509

Styron US Holding, Inc.

   Delaware   27-2552128

Styron Deutschland GmbH

   Germany   98-0647265

Styron Deutschland Anlagengesellschaft mbH

   Germany   98-0646376

Styron (Hong Kong) Limited

   Hong Kong   98-0664499

Styron Investment Holdings Ireland

   Ireland   N/A

Styron Materials Ireland

   Ireland   98-0665096

Trinseo S.A.

   Luxembourg   N/A

Styron Luxco S.à r.l.

   Luxembourg   98-0651660

Styron Holding S.à r.l.

   Luxembourg   N/A

Trinseo Materials S.à r.l.

   Luxembourg   98-1019768

Styron Finance Luxembourg S.à r.l.

   Luxembourg   98-0651660

Styron Netherlands B.V.

   Netherlands   98-0646258

Styron Holding B.V.

   Netherlands   98-0646256

Styron Singapore Pte. Ltd.

   Singapore   98-0646253

Styron Holdings Asia Pte. Ltd.

   Singapore   N/A

Styron Sverige AB

   Sweden   98-0603119

Styron Europe GmbH

   Switzerland   98-0598139

Styron UK Limited

   United Kingdom   98-0595816

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Delaware

Trinseo Materials Finance, Inc. and Styron US Holding, Inc. are incorporated under the laws of the State of Delaware. Styron LLC is a Delaware limited liability company.

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify directors and officers in an action by or in the right of the corporation to procure a judgment in its favor under the same conditions, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 (g) of the DGCL authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation against any liability asserted against and incurred by such person in any such capacity, or arising out of such person’s status as such.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

Both Trinseo Materials Finance, Inc.’s and Styron US Holding, Inc.’s (the “Delaware Corporation Co-Registrants”) certificates of incorporation, as amended, provide for indemnification of agents including directors, officers and employees to the maximum extent allowed by Delaware law. The Delaware Corporation Co-Registrants’ certificates of incorporation, as amended, both require indemnification of any person who was or is made a party, or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Delaware Corporation Co-Registrants or is or was serving at the request of the Delaware Corporation Co-Registrants as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent.

The Delaware Corporation Co-Registrants may purchase and maintain insurance on their own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Delaware Corporation Co-Registrants or was serving at the request of the Delaware Corporation Co-Registrants as a director, officer,

 

II-1

employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Delaware Corporation Co-Registrants would have the power to indemnify such person against such liability under their respective certificates of incorporation.

Section 18-108 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) empowers a Delaware limited liability company, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

Styron LLC’s Second Amended and Restated Limited Liability Company Agreement provides that it shall, to the fullest extent authorized by the Delaware LLC Act, indemnify and hold harmless any of its member, manager, officer or employee from and against any and all claims and demands arising by reason of the fact that such person is, or was, a member, manager, officer or employee of Styron LLC.

Luxembourg

Trinseo Materials Operating S.C.A., Trinseo S.A., Styron Luxco S.à r.l., Styron Holding S.à r.l., Trinseo Materials S.à r.l. and Styron Finance Luxembourg S.à r.l. are organized and existing under the laws of Luxembourg.

According to Luxembourg case law, liability exemption clauses, in a contractual arrangement between a director and company or included in the articles of association of a company, are generally accepted as valid to the extent that they are: (a) voluntarily agreed without fraud; (b) not prohibited by specific legal provisions, legal principles, general interest or protection of certain creditors; and (c) not in contradiction with the purpose, or the other provisions, of the agreement. Because an arrangement between a company and a director to hold the director harmless against the financial consequences of a claim on the basis of a director’s personal liability for faults committed during the exercise of its mandate, offers similar protection as a D&O liability insurance policy, which insurances are generally admitted under Luxembourg law, it is generally accepted that indemnity agreements are allowed as well, provided that they do not aim to cover criminal charges.

The Articles of Association of Trinseo S.A., Trinseo Materials Operating S.C.A. and Styron Finance Luxembourg S.à r.l. contain an undertaking for those companies to indemnify any manager or other officer of the company for any costs that may be incurred in connection with any legal proceedings against such officer in its capacity as officer of the company, except in case of fraud, willful misconduct, bad faith, gross negligence or reckless disregard to his duties as director (or any combination of one or more of such concepts; there are slight variations in the relevant provisions in the articles of each of these companies).

The Articles of Association of Trinseo Materials S.à r.l., Styron Holding S.à r.l. and Styron Luxco S.à r.l., do not contain such indemnifications.

Australia

Styron Australia Pty Ltd (ACN 141 196 330) (“Styron Australia”) is incorporated under the Corporations Act 2001 (Cth) (“Act”). Under Australia law, companies are permitted to indemnify and insure directors and officers subject to specific restrictions in the Act (sections 199A, 199B and 199C). The constitution of the company does not contain such provisions, however, Styron Holdings Asia Pte. Ltd (“Styron Holdings”) has entered into a Deed of Access, Indemnity and Insurance for Company Officers (the “Deed”) with the Australia resident director of Styron Australia.

The Deed provides that Styron Holdings will indemnify officers of Styron Australia against all costs, charges, losses, damages, expenses, penalties or liabilities of any kind incurred by the officer (in such capacity) arising out of the conduct of the business of Styron Australia or of another corporation (as determined by the

 

II-2

board of Styron Australia) or, the discharge of their duties as an officer of Styron Australia or arising by reason of appointment, nomination of secondment in any capacity of the officer to another corporation (as determined by the board of Styron Australia). These indemnities do not apply for: (a) a liability owed to Styron Australia or a related body corporate (as defined in the Act); (b) a liability for a pecuniary penalty order made by a court against a director or officer (section 1317G of the Act) or a compensation order made by a court against a director or officer (section 1317HA of the Act); or (c) a liability that did not arise out of conduct in good faith.

Further, the indemnity provided by the Deed does not extend to legal costs incurred by the officer in obtaining advice for, or conducting or defending any actual, threatened or reasonably apprehended action, proceeding, investigation, inquiry or hearing (whether civil, criminal, administrative or judicial) against the officer of Styron Australia which may relate to an act or omission of the officer of Styron Australia in such capacity. Styron Holdings may, however, advance monies to the officer in respect of such these legal costs, which is repayable to Styron Holdings to the extent the officer is not entitled to the indemnity under the Deed (or the officer may retain the monies as the indemnity to which they are entitled).

The Deed also requires, to the fullest extent permitted by law, Styron Holdings to maintain director and officer insurance which insures the officer against liability for their acts or omissions in their capacity as a director of Styron Australia other than for conduct involving willful breach of duty in relation to Styron Australia, or improper use of position or information by the director or officer in contravention of sections 182 or 183 of the Act.

Belgium

Styron Belgium B.V.B.A. is a Belgian private limited liability company.

Under the laws of Belgium, managers do not contract any personal liability deriving from the liabilities of the company. Managers can, however, be responsible for damages caused by their own negligence. This responsibility may exist towards the company, towards shareholders and towards third parties, depending on the circumstances and the basis of action. Belgian laws and regulations do not explicitly address the issue of indemnity and insurance coverage for managers, but the following principles apply.

Belgian law allows for indemnity agreements between a company and its directors. However, by entering into an indemnity agreement, the company does not relinquish its own right to enforce a claim against the director, which would be an exclusion of liability. An indemnity agreement will be valid if provided by the company for liability towards third parties, or, if not provided by the company but a parent company, for liability towards third parties and the company. The indemnification cannot be granted for willful misconduct or criminal liability.

A director who also serves as an employee of the company can only be held personally liable in the event of fraud, serious fault or, in the case of minor faults, if these occur frequently.

Pursuant to art. 8 of the Insurance Act of 1992, a director can be insured against contractual liability, even for gross negligence (grove schuld), unless explicitly listed and excluded in the insurance. Willful misconduct and criminal fines and sanctions cannot be insured. The director himself, the company or a parent company can take out the insurance.

Article 15 of the Articles of Association of Styron Belgium B.V.B.A. provides for the reimbursement of any normal and justified expenses of the managers of Styron Belgium B.V.B.A. The Articles of Association do not provide for any specific provisions regarding indemnification of the managers.

The Netherlands

Styron Netherlands B.V. and Styron Holdings B.V. are private limited companies organized and existing under the laws of the Netherlands.

 

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Pursuant to the law of the Netherlands, liability of a managing director may be retrospectively limited by an action of the general meeting of shareholders. Such discharge of liability includes all acts of the managing director which are apparent from the annual accounts or other information made available to the shareholders meeting. A discharge does not provide protection against external liability. Moreover, a discharge can be nullified in court proceedings.

An agreement between the company and the managing director that the company will refrain from any liability action may provide some protection against internal liability as well. Please note, however, that this form of protection is not considered very effective, since the duty of managing directors to perform their duties properly is mandatory and cannot be relaxed through an exoneration. In addition, note that an exoneration for acts that qualify as intent (opzet) or willful misconduct (bewuste roekeloosheid) are generally held to breach Dutch public policy and public morals (openbare orde en goede zeden) and would therefore be considered null and void.

A commitment by a third party (usually a shareholder ) that it shall hold a managing director harmless in the event of claims that relate to his performance as a managing director may provide protection against internal and external liability. Like exonerations, indemnifications find their limits in the event of intent (opzet) and willful misconduct (bewuste roekeloosheid) because an indemnification under these circumstances is generally held to breach Dutch public policy and public morals (openbare orde en goede zeden) and would therefore be considered null and void.

The Articles of Association of Styron Holding B.V and Styron Netherlands B.V. both contain an undertaking for the boards of those companies to indemnify any director for any costs that may be incurred in connection with any legal proceedings against a director in its capacity as director of the company, except where the judiciary in such proceedings rules that a director is held liable on the basis of his own gross negligence or willful misconduct.

Canada

Styron Canada ULC is an unlimited company incorporated under the laws of the Province of Nova Scotia, Canada. Under applicable Nova Scotia law, Styron Canada ULC is permitted to indemnify its officers and directors on terms acceptable the company subject only to the general common law restrictions based on public policy and restrictions residing under specific legislation of relevant jurisdictions.

Section 180 of the Articles of Association of Styron Canada ULC provides that every current or former director or officer of Styron Canada ULC shall be indemnified by Styron Canada ULC against all costs, losses and expenses that such director, officer or person may incur or become liable to pay in respect of any contract entered into or act or thing done by such person as an officer or servant of the company or in any way in the discharge of such person’s duties and the amount for which such indemnity is proved attaches as a lien on the property of the company and has priority as against the shareholders of the company over all other claims.

Section 181 of the Articles of Association of Styron Canada ULC further provides that no officer or director shall be liable for any loss, damage or misfortune of the company which happens in the execution of the duties of his or her office or in relation thereto unless such happens through such person’s dishonesty and for excuses directors and officers from other specified liabilities.

Germany

Styron Deutschland GmbH and Styron Deutschland Anlagengesellschaft mbH (each individually, a “German Guarantor” and together, the “German Guarantors”) are German companies with limited liability.

Due to the absence of contractual indemnities for the managing directors of the German Guarantors, the managing directors may be indemnified on the basis of German law only.

 

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Under German law, a managing director of each of the German Guarantors shall be regularly entitled to claim indemnification from a shareholder of such German Guarantors in the event that the managing director will be liable for a business-destroying intervention (existenzvernichtender Eingriff) jointly with the shareholder provided that the shareholder has instructed the managing director to the action or omission resulting in the aforementioned business-destroying intervention.

Following the German legal principles regarding the “mandate and contract for the management of the affairs of another” and in particular sec. 670 of the German Civil Code (BGB), a German Guarantor will be obliged to make reimbursement of all expenses (Aufwendungen) incurred by a managing director for the purpose of performing a mandate on behalf of the respective German Guarantor that the managing director lawfully considered to be necessary in the circumstances.

The managing directors may also be entitled to ask for indemnification from the German Guarantor pursuant to sec. 426 (1) BGB in case of joint liability with the German Guarantor vis-à-vis third parties, provided that the managing director has not violated any of his/her obligations towards the German Guarantor. The same principles apply in case of a joint and several liability of two or more managing directors among themselves. In case of a joint liability of a managing director and the respective German Guarantor vis-à-vis the German tax authorities for any tax payments, the managing director is entitled to ask for indemnification by the German Guarantor in respect to the primary tax obligation but excluding any fine for late payment. The right to ask for such indemnification does generally not exist, however, if and to the extent the managing director and the German Guarantor would be liable based on tort (sec. 823 to 853, 31 BGB).

Hong Kong

Styron (Hong Kong) Limited is a limited liability company incorporated under the laws of Hong Kong.

Section 165(1) of the Companies Ordinance (Cap 32 of the laws of Hong Kong) provides that “any provision, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability to the company or a related company that by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company or related company shall …be void”.

Section 165(2) of the Companies Ordinance, does, however, provide that “a company may indemnify any officer of the company, or any person employed by the company as auditor, against any liability incurred by him- (a) in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted; or (b) in connection with any application under section 358 in which relief is granted to him by the court.”

Section 358(1) of the Companies Ordinance provides that “if in any proceedings for negligence, default, breach of duty, or breach of trust against an officer of a company or persons employed by a company as auditors, it appears to the court that he is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as the court may think fit”.

Section 358(2) provides that where officers of a company or persons employed by a company as auditors who “apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief, and the court on any such application shall have the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.”

 

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Section 165(3) of the Companies Ordinance also provides that “a company may purchase and maintain for any officer of the company, or any person employed by the company as auditor- (a) insurance against any liability to the company, a related company or any other party in respect of any negligence, default, breach of duty or breach of trust (save for fraud) of which he may be guilty in relation to the company or a related company; and (b) insurance against any liability incurred by him in defending any proceedings, whether civil or criminal, taken against him for any negligence, default, breach of duty or breach of trust (including fraud) of which he may be guilty in relation to the company or a related company.”

Provision is made for indemnity to directors and officers in the Articles of Association of Styron (Hong Kong) Limited. Article 84 provides that “the directors shall be entitled to be repaid all traveling, hotel and other expenses reasonably incurred by them respectively in or about the performance of their duties as directors”. Article 160 provides that “every director, manager, or officer of the company or any person (whether an officer of the company or not) employed by the company as auditor shall be indemnified out of the funds of the company against all liability incurred by him as such director, manager, officer or auditor in defending any proceedings, whether civil or criminal, in which judgment is given in his favor, or in which he is acquitted, or in connection with any application under section 358 of the Companies Ordinance in which relief is granted to him by the court.”

Ireland

Styron Materials Ireland and Styron Investments Holdings Ireland are Irish private unlimited companies (together the “Irish Guarantors” and each an “Irish Guarantor”).

Section 200(1) of the Companies Act 1963 of Ireland provides that “…any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company…from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void…”.

Section 200(1) does however, permit a company to indemnify a director against any liability incurred by him (i) in defending proceedings, whether civil or criminal, in which judgment is given in favor or in which he is acquitted, and (ii) where in relation to any proceedings for negligence, default, breach of duty or breach of trust against him the court has granted the officer relief wholly or partly from liability on the basis that he has acted honestly and reasonably and that having regard to the circumstances of the case, including those connected with his appointment, he ought fairly to be excused.

In the case of each Irish Guarantor, provision is made for such an indemnity in article 25 of the Articles of Association of such Irish Guarantor.

It should be noted the indemnity in the Articles of Association may not be enforced by a director as a director is not—in that capacity alone—a party to the contract formed by the articles. However, the indemnity could be incorporated by reference into a separate agreement with a director and may be enforceable as such.

Pursuant to the Articles of Association of Styron Materials Ireland and Styron Investments Holdings Ireland the directors, the secretary, agent or other officer of each Irish Guarantor are entitled to be indemnified out of the assets of such Irish Guarantor against all losses or liabilities sustained or incurred in or about the execution of the duties of his office or otherwise in relation thereto, to the extent permitted by the Companies Acts of Ireland.

The Articles of Association of each Irish Guarantor are stated to be subject to section 200 of the Companies Act 1963 of Ireland. Pursuant to section 200, each Irish Guarantor may indemnify the directors or the secretary of such Irish Guarantor, only if the indemnified party receives a favorable judgment in an Irish court in respect of the liability, or where an Irish court determines, at its discretion, that the director or the secretary acted honestly and reasonably , having regard to all the circumstances, and relieves him or her from liability for negligence, default, breach of duty or breach of trust in relation to such Irish Guarantor. This restriction in the Companies

 

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Acts of Ireland does not apply to executives who are not directors or the secretary of an Irish Guarantor. Any provision for indemnification to a greater extent is void under Irish law, whether contained in the Memorandum or Articles of Association or any contract between the director and an Irish Guarantor.

The Articles of Association of each Irish Guarantor also contain indemnification provisions for every agent and other officer who are not directors or the secretary of the relevant Irish Guarantor, to the extent permitted by the Companies Acts.

Singapore

Styron Singapore Pte. Ltd. and Styron Holding Asia Pte. Ltd. are Singapore private companies limited by shares.

Section 172 of the Companies Act (Chapter 50 of Singapore) (the “Singapore Companies Act”) provides:

 

  (1) Any provision, whether in the articles or in any contract with a company or otherwise, for exempting any officer or auditor of the company from, or indemnifying him against, any liability which by law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company, shall be void.

 

  (2) This section shall not prevent a company:

 

  (a) from purchasing and maintaining for any such officer insurance against any liability referred to in subsection (1); or

 

  (b) from indemnifying such officer or auditor against any liability incurred by him;

 

  (i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favor or in which he is acquitted; or

 

  (ii) in connection with any application under section 76A(13) or 391 or any other provision of the Singapore Companies Act, in which relief is granted to him by the court.

Sweden

Styron Sverige AB is a Swedish limited liability company.

A director is liable for damages caused to the company by such director’s negligence of willful misconduct. With respect to damages caused to third parties, a director is only liable if such damage is caused by a violation of the Swedish Companies Act, certain provisions relating to accounting or the Articles of Association of the company. Swedish law does not contain any specific provision with respect to the indemnifications of a director. The concept of indemnification is recognized by Swedish law and indemnification may therefore be provided, for instance, by way of an insurance agreement or provisions contained in an employment agreement. However, indemnification cannot be provided to directors by any provision in the Articles of Association.

Switzerland

Styron Europe GmbH is a Swiss company with limited liability.

The directors and senior officers of a Swiss company may be held liable if they acted in violation of their statutory duties to the company, its shareholders and (in bankruptcy) the creditors for damages. The liability is joint and several, but the courts may apportion the liability among the directors in accordance with their degree of culpability. In addition, such persons may be held liable for criminal offenses.

 

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Neither Swiss law nor Styron Europe GmbH’s Articles of Association contain provisions regarding the indemnification of directors and senior officers. According to Swiss employment law, an employer may, under certain circumstances, be required to indemnify an employee against losses and expenses incurred by him in the execution of his duties under an employment agreement, unless the losses or expenses arise from the employee’s gross negligence or willful misconduct. Further, the company may insure its directors and senior officers with third party insurance against any liability in their function as directors and senior officers.

The United Kingdom

Styron UK Limited (“Styron UK”) is a private limited company incorporated under the laws of England and Wales.

Section 232 of the Companies Act 2006 (the “Act”) provides that any provision that purports to exempt a director of any such company, to any extent, from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Furthermore, Section 232 of the Act provides that any provision where the company or an associated company is seeking to indemnify a director for such liability is also void, except in particular as permitted by Section 233 and Section 234 of the Act.

Section 233 of the Act permits a company to purchase and maintain for a director of the company, or of an associated company, insurance against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director.

Section 234 of the Act authorizes private limited companies incorporated in England and Wales to indemnify a director against any liability incurred by the director to a person other than the company or an associated company other than in respect of:

 

  (a) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

 

  (b) any liability incurred by the director in defending criminal proceedings in which he or she is convicted, in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him or her, or in connection with an application of relief in which the court refuses to grant him or her relief,

in respect of a final decision in any such proceedings.

The articles of association of Styron UK indemnify the officers and directors against losses and liabilities which they may sustain in their capacity as directors or officers of Styron UK, including in any civil or criminal proceedings in which judgment is given in their favor. The articles of incorporation of Styron UK also provide that the directors or officers have the power, to the full extent permitted by law, to purchase and maintain insurance on behalf of any of our directors, officers, employees or agents against any liability that may be asserted against them.

D&O Insurance Coverage

Each of the Issuers and the Additional Registrant Guarantors maintains insurance covering its directors, officers, employees and agents against any liability asserted against any of them and incurred by any of them, whether or not the companies would have the power to indemnify them against such liability under the provisions of such entities’ organizational documents and applicable law. Such policies contain typical exclusions, including, in respect of intentional acts, gross negligence and criminal liability.

 

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Exhibits and Financial Statement Schedules.

 

(a) Exhibits

A list of exhibits included as part of this registration statement is set forth in the Exhibit Index, which is incorporated herein by reference.

 

(b) Financial Statements and Financial Statement Schedules

See Index to Financial Statements on page F-1.

Undertakings.

 

(c) The undersigned registrants hereby undertake:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

  (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) That, for purposes of determining any liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

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  (i) any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) any free writing prospectus relating to the offering prepared by or on behalf of such registrant or used or referred to by the undersigned registrants;

 

  (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of such registrant; and

 

  (iv) any other communication that is an offer in the offering made by such registrant to the purchaser.

 

(d) The undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by each registrant of expenses incurred or paid by a director, officer or controlling person of each registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(f) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

 

(g) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

TRINSEO MATERIALS OPERATING S.C.A.
By:   *
Name:   Ailbhe Jennings

Title:

  

Manager of Trinseo Materials S.à r.l.,

its general partner

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Manager of Trinseo Materials

S.à r.l., general partner of Trinseo

Materials Operating S.C.A.,

President and Chief Executive

Officer

(Principal Executive Officer)

   January 14, 2014

*

Ailbhe Jennings

   

Manager of Trinseo Materials

S.à r.l., general partner of Trinseo

Materials Operating S.C.A.

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

TRINSEO MATERIALS FINANCE, INC.
By:   *
Name:   Christopher D. Pappas

Title:

   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Director, President and Chief

Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Christopher D. Pappas in the City of Berwyn, Pennsylvania, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

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SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, State of Pennsylvania, on January 14, 2014.

 

TRINSEO S.A.
By:   *
Name:   Ailbhe Jennings

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Director, President and Chief Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

   January 14, 2014

*

Ailbhe Jennings

    Director   January 14, 2014

*

Seth A. Meisel

    Director   January 14, 2014

*

Michel G. Plantevin

    Director   January 14, 2014

*

Stephen M. Zide

    Director   January 14, 2014

*

Brian W. Chu

    Director   January 14, 2014

/s/ David Stasse

David Stasse

    Authorized Representative in the United States   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013 and pursuant to the powers of attorney previously filed as Exhibit 24.1 to Amendment No. 1 to the registration statement, duly executed and filed with the Securities and Exchange Commission on December 6, 2013.

 

By:   /s/ David Stasse
  David Stasse
  Attorney-in-fact
  January 14, 2014

 

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON AUSTRALIA PTY LTD
By:   *
Name:   Mark Tucker

Title:

   Director
By:   *

Name:

   Tim Thomas

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Tim Thomas

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Mark Tucker

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Mark Tucker in the City of Sydney, Australia, by Tim Thomas in the City of Dalton, Georgia, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON BELGIUM B.V.B.A.
By:   *
Name:   Rudolf van Domburg
Title:   Director
By:   *
Name:   Franciscus J.C.M. Kempenaars
Title:   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Rudolf van Domburg

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Franciscus J.C.M. Kempenaars

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Rudolf van Domburg in the City of Tessenderlo, Belgium, by Franciscus J.C.M. Kempenaars in the City of Terneuzen, The Netherlands, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON DEUTSCHLAND GMBH
By:   *
Name:   Ralf Irmert
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Ralf Irmert

   

Managing Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States (Principal Financial

and Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ralf Irmert in the City of Schkopau, Germany, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON DEUTSCHLAND ANLAGENGESELLSCHAFT MBH
By:   *
Name:   Hans-Heinrich Neuhaus
Title:   Managing Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Hans-Heinrich Neuhaus

   

Managing Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States (Principal

Financial and Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Hans-Heinrich Neuhaus in the City of Stade, Germany, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON (HONG KONG) LIMITED
By:   *

Name:

   Lee Chung Lok

Title:

   Director
By:   *

Name:

   Lin Zhiqiang

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Lee Chung Lok

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Lin Zhiqiang

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Lin Zhiqiang in the City of Guangzhou, the People’s Republic of China, by Lee Chung Lok in the City of Tsing Yi Island, Hong Kong, the People’s Republic of China, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
  David Stasse
  Attorney-in-fact
  January 14, 2014

 

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON INVESTMENT HOLDINGS IRELAND
By:   *

Name:

   Ailbhe Jennings

Title:

   Director
By:   *

Name:

   Geraldine Lillis

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Ailbhe Jennings

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Geraldine Lillis

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the in the City of Luxembourg, the Grand Duchy of Luxembourg, by Geraldine Lillis in the City of Shannon, Ireland, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
  David Stasse
  Attorney-in-fact
  January 14, 2014

 

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON MATERIALS IRELAND
By:   *

Name:

   Ailbhe Jennings

Title:

   Director
By:   *

Name:

   Geraldine Lillis

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Ailbhe Jennings

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Geraldine Lillis

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the in the City of Luxembourg, the Grand Duchy of Luxembourg, by Geraldine Lillis in the City of Shannon, Ireland, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
  David Stasse
  Attorney-in-fact
  January 14, 2014

 

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON LUXCO S.À R.L.
By:   *
Name:   Ailbhe Jennings
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Manager, President and Chief

Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer

(Principal Financial and

Accounting Officer)

   January 14, 2014

*

Ailbhe Jennings

    Manager   January 14, 2014

*

Seth A. Meisel

    Manager   January 14, 2014

*

Michel G. Plantevin

    Manager   January 14, 2014

*

Brian W. Chu

    Manager   January 14, 2014

*

Stephen M. Zide

    Manager   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON HOLDING S.À R.L.
By:   *

Name:

   Ailbhe Jennings

Title:

   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Manager, President and Chief

Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer

(Principal Financial and

Accounting Officer)

   January 14, 2014

*

Ailbhe Jennings

    Manager   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

TRINSEO MATERIALS S.À R.L.
By:   *

Name:

   Ailbhe Jennings

Title:

   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Manager, President and Chief

Executive Officer (Principal

Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer (Principal

Financial and Accounting Officer)

   January 14, 2014

*

Ailbhe Jennings

    Manager   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON FINANCE LUXEMBOURG S.À R.L.
By:   *
Name:   Ailbhe Jennings
Title:   Manager
By:   *
Name:   Marco Levi
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Ailbhe Jennings

   

Manager

(Principal Executive Officer)

   January 14, 2014

*

Marco Levi

   

Manager

(Principal Financial and

Accounting Officer)

   January 14, 2014

*

Franciscus J.C.M. Kempenaars

    Manager   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Marco Levi in the City of Horgen, Switzerland, by Ailbhe Jennings in the City of Luxembourg, the Grand Duchy of Luxembourg, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:  

/s/ David Stasse

 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON NETHERLANDS B.V.
By:   *

Name:

   Franciscus J.C.M. Kempenaars

Title:

   Director
By:   *
Name:   Rudolf Theodorus van Beelen
Title:   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Franciscus J.C.M. Kempenaars

   

Director

(Principal Executive Officer)

   January 14, 2014

*

Rudolf Theodorus van Beelen

   

Director

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Rudolf Theodorus van Beelen and Franciscus J.C.M. Kempenaars in the City of Terneuzen, The Netherlands, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:  

/s/ David Stasse

 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, January 14, 2014.

 

STYRON HOLDING B.V.
By:   *
Name:   Franciscus J.C.M. Kempenaars
Title:   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Franciscus J.C.M. Kempenaars

   

Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States (Principal Financial

and Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Franciscus J.C.M. Kempenaars in the City of Terneuzen, The Netherlands, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:  

/s/ David Stasse

 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, State of Pennsylvania, on January 14, 2014.

 

STYRON SINGAPORE PTE. LTD.

By:

   *
 

 

Name:  Cai Dongyu

Title:    Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Cai Dongyu

   

Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the United States

(Principal Financial and Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Cai Dongyu in the sovereign City-State of Singapore, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, State of Pennsylvania, on January 14, 2014.

 

STYRON HOLDINGS ASIA PTE. LTD.
By:   *
Name:   Cai Dongyu
Title:   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Cai Dongyu

   

Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the United States

(Principal Financial and Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Cai Dongyu in the sovereign City-State of Singapore, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON SVERIGE AB
By:   *
Name:   Erkki Kesti
Title:   Ordinary Member

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Erkki Kesti

   

Ordinary Member

(Principal Executive Officer)

   January 14, 2014

*

Walter Bosschieter

   

Deputy Member of the Board

(Principal Financial and Accounting

Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Erkki Kesti in the City of Norrkoping, Sweden, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON EUROPE GMBH
By:   *
Name:   Marco Levi
Title:   Manager

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Marco Levi

   

Manager

(Principal Executive Officer)

   January 14, 2014

*

Walter Bosschieter

   

Chairman

(Principal Financial and Accounting Officer)

   January 14, 2014

*

Isabel Hacker

    Manager   January 14, 2014

*

Christian Page

    Manager   January 14, 2014

*

Martin Pugh

    Manager   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Marco Levi in the City of Horgen, Switzerland, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON UK LIMITED
By:   *

Name:

   Walter Bosschieter

Title:

   Director

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Walter Bosschieter

   

Director

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

(Principal Financial and Accounting

Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Walter Bosschieter in the City of Horgen, Switzerland, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON LLC
By:   *
Name:   Christopher D. Pappas
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

President and Chief Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in the

United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Christopher D. Pappas in the City of Berwyn, Pennsylvania, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON US HOLDING, INC.
By:   *
Name:   Christopher D. Pappas
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Christopher D. Pappas

   

Director, President and Chief

Executive Officer

(Principal Executive Officer)

   January 14, 2014

*

John A. Feenan

   

Executive Vice President and Chief

Financial Officer

(Principal Financial and

Accounting Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Authorized Representative in

the United States

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Christopher D. Pappas in the City of Berwyn, Pennsylvania, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
 

David Stasse

Attorney-in-fact

January 14, 2014

 

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act, the undersigned registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Berwyn, state of Pennsylvania, on January 14, 2014.

 

STYRON CANADA ULC
By:   *
Name:   Marina M. Zivik
Title:   President

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

*

Marina M. Zivik

   

Director and President

(Principal Executive Officer)

   January 14, 2014

/s/ David Stasse

David Stasse

   

Treasurer and Authorized

Representative in the United States

(Principal Financial and

Accounting Officer)

   January 14, 2014

 

* David Stasse hereby signs this registration statement on behalf of the indicated persons for whom he is attorney-in-fact on January 14, 2014, pursuant to the powers of attorney previously filed as Exhibit 24.1 to the form S-4, duly executed on behalf of the registrant by Marina M. Zivik in the City of Horgen, Switzerland, and filed with the Securities and Exchange Commission on September 30, 2013.

 

By:   /s/ David Stasse
  David Stasse
  Attorney-in-fact
  January 14, 2014

 

II-34

EXHIBIT INDEX

 

Exhibit

No.

    Description
  3.1†    Articles of Association of Trinseo S.A.
  3.2†    Articles of Association of Trinseo Materials Operating S.C.A.
  3.3†    Certificate of Incorporation of Trinseo Materials Finance, Inc., as amended.
  3.4†    Bylaws of Trinseo Materials Finance, Inc.
  3.5†    Certificate of Incorporation of Styron Australia Pty Ltd.
  3.6†    Constitution of Styron Australia Pty Ltd.
  3.7†    Articles of Association of Styron Belgium B.V.B.A.
  3.8†    Articles of Association of Styron Deutschland GmbH.
  3.9†    Articles of Association of Styron Deutschland Anlagengesellschaft mbH.
  3.10†    Certificate of Incorporation of Styron (Hong Kong) Limited.
  3.11†    Memorandum of Association of Styron (Hong Kong) Limited.
  3.12†    Certificate of Incorporation of Styron Investment Holdings Ireland.
  3.13†    Memorandum and Articles of Association of Styron Investment Holdings Ireland.
  3.14†    Certificate of Incorporation, and the Certificate of Incorporation on a Change of Name, of Styron Materials Ireland.
  3.15†    Memorandum and Articles of Association of Styron Materials Ireland.
  3.16†    Articles of Association of Styron Luxco S.a r.l. (previously filed as Exhibit 3.18 to the Registration Statement)
  3.17†    Articles of Association of Styron Holding S.a r.l. (previously filed as Exhibit 3.19 to the Registration Statement)
  3.18†    Articles of Association of Trinseo Materials S.a r.l. (previously filed as Exhibit 3.20 to the Registration Statement)
  3.19†    Articles of Association of Styron Finance Luxembourg S.à r.l. (previously filed as Exhibit 3.21 to the Registration Statement)
  3.20†    Articles of Association of Styron Netherlands B.V. (previously filed as Exhibit 3.22 to the Registration Statement)
  3.21†    Articles of Association of Styron Holding B.V. (previously filed as Exhibit 3.23 to the Registration Statement)
  3.22†    Memorandum and Articles of Association of Styron Singapore Pte. Ltd. (previously filed as Exhibit 3.24 to the Registration Statement)
  3.23†    Memorandum and Articles of Association of Styron Holdings Asia Pte. Ltd. (previously filed as Exhibit 3.25 to the Registration Statement)
  3.24†    Certificate of Registration of Styron Sverige AB. (previously filed as Exhibit 3.26 to the Registration Statement)
  3.25†    Articles of Association of Styron Sverige AB. (previously filed as Exhibit 3.27 to the Registration Statement)

 

II-35

  3.26†    Excerpt from Commercial Register of the Canton of Zurich, Switzerland, in relation to Styron Europe GmbH. (previously filed as Exhibit 3.28 to the Registration Statement)
  3.27†    Articles of Incorporation (Statuten) of Styron Europe GmbH. (previously filed as Exhibit 3.29 to the Registration Statement)
  3.28†    Memorandum and Articles of Association of Styron UK Limited. (previously filed as Exhibit 3.30 to the Registration Statement)
  3.29†    Certificate of Formation of Styron LLC. (previously filed as Exhibit 3.31 to the Registration Statement)
  3.30†    Second Amended and Restated Limited Liability Company Agreement of Styron LLC. (previously filed as Exhibit 3.32 to the Registration Statement)
  3.31†    Certificate of Incorporation of Styron US Holding, Inc., as amended. (previously filed as Exhibit 3.33 to the Registration Statement)
  3.32†    Bylaws of Styron US Holding, Inc. (previously filed as Exhibit 3.34 to the Registration Statement)
  3.33†    Memorandum and Articles of Association of Styron Canada ULC. (previously filed as Exhibit 3.35 to the Registration Statement)
  4.1†    Indenture, dated as of January 29, 2013, including Form of 8.750% Senior Secured Notes due 2019, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
  4.2†    First Supplemental Indenture, dated as of March 12, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
  4.3†    Second Supplemental Indenture, dated as of May 10, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
  4.4†    Third Supplemental Indenture, dated as of September 16, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
  4.5†    Intercreditor and Collateral Agency Agreement, dated as of January 29, 2013, by and among Trinseo Materials Operating S.C.A., the other Grantors party hereto, Deutsche Bank AG New York Branch, Wilmington Trust, National Association and each Additional Collateral Agent from time to time party hereto.
  4.6†    Registration Rights Agreement, dated as of January 29, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors party hereto and Deutsche Bank Securities Inc.
  4.7†    Joinder to Purchase Agreement, dated May 10, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors party hereto and Deutsche Bank Securities Inc.
  4.8†    Purchase Agreement, dated January 24, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors party hereto and Deutsche Bank Securities Inc.
  4.9†    Fourth Supplemental Indenture, dated as of December 3, 2013, by and among Trinseo Materials Operating S.C.A., Trinseo Materials Finance, Inc., the Guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent.
  5.1†    Opinion of Reed Smith LLP.
  5.2†    Opinion of Reed Smith Richards Butler.

 

II-36

  5.3†    Opinion of Kirkland & Ellis International LLP, Germany.
  5.4†    Opinion of Kirkland & Ellis International LLP, United Kingdom.
  5.5†    Opinion of Loyens & Loeff N.V., Belgium.
  5.6†    Opinion of Loyens & Loeff N.V., Luxembourg.
  5.7†    Opinion of Loyens & Loeff N.V., Netherlands.
  5.8†    Opinion of Clayton Utz.
  5.9†    Opinion of Homburger AG.
  5.10†    Opinion of Roschier Advokatbyrå AB.
  5.11†    Opinion of McCann FitzGerald.
  5.12††    Opinion of WongPartnership LLP.
  5.13†    Opinion of Stewart Mckelvey.
10.1†    Credit Agreement, dated as of June 17, 2010, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.2†    First Amendment to Credit Agreement, dated as of February 2, 2011, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.3†    Second Amendment to Credit Agreement, dated as of July 28, 2011, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.4†    Third Amendment to Credit Agreement, dated as of February 13, 2012, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.5†    Fourth Amendment to Credit Agreement, dated as of August 9, 2012, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.6†    Fifth Amendment to Credit Agreement, dated as of January 29, 2013, by and among Trinseo Materials Operating S.C.A., the Guarantors, the Lenders and Deutsche Bank AG New York Branch.
10.7†    Amended and Restated Employment Agreement, among Styron US Holding, Inc., Bain Capital Everest Manager Holding SCA and Christopher D. Pappas, dated April 11, 2013.
10.8†    Employment Agreement, among Bain Capital Everest US Holding, Inc., Bain Capital Everest Manager Holding SCA and Curtis S. Shaw, dated July 1, 2010, as amended by Amendment No. 1 dated August 18, 2010, and Amendment No. 2 dated February 14, 2012.
10.9†    Employment Agreement, among Bain Capital Everest US Holding, Inc., Bain Capital Everest Manager Holding SCA and John A. Feenan, dated December 22, 2011.
10.10†    Employment Offer Letter, by and between Bain Capital Everest US Holding, Inc. and Marco Levi, dated September 22, 2010.
10.11†    Employment Offer Letter, by and between Bain Capital Everest US Holding, Inc. and Paul F. Moyer, dated September 22, 2010.
10.12†    Form of Amended and Restated Executive Subscription and Securityholder’s Agreement, by and among Bain Capital Everest Manager Holding S.C.A., Bain Capital Everest Manager, the executive named therein and the other investors named therein.
10.13†    Amended and Restated Executive Subscription and Securityholder’s Agreement, by and among Bain Capital Everest Manager Holding S.C.A., Bain Capital Everest Manager, Christopher D. Pappas and the other investors named therein, dated February 3, 2011.

 

II-37

10.14†   Investor Subscription and Shareholder Agreement by and among Bain Capital Everest Managers Holding SCA and the various investors named therein, dated June 17, 2010.
10.15†   Registration Rights Agreement, by and among Bain Capital Everest Managers Holding SCA and the investors named therein, dated June 17, 2010.
10.16†   Advisory Agreement, by and between Bain Capital Partners, LLC, Portfolio Company Advisors Limited, Styron Holding BC and Bain Capital Everest US Holding Inc., dated June 17, 2010.
10.17†   Transaction Services Agreement, by and between Bain Capital Everest US Holding Inc. and Bain Capital Partners, dated June 17, 2010.
10.18†   Latex Joint Venture Option Agreement, among The Dow Chemical Company, Styron LLC and Styron Holding B.V., dated June 17, 2010, as amended by the Latex Joint Venture Option Agreement Amendment, dated August 9, 2011.
10.19*†   Second Amended and Restated Master Outsourcing Services Agreement, among The Dow Chemical Company and Styron LLC and Styron Holding B.V., dated June 1, 2013.
10.20*†   Contract of Sale, by and between Americas Styrenics LLC and The Dow Chemical Company, dated December 1, 2009, as amended by that certain Amendment to and Consent to Partial Assignment, dated April 1, 2010.
10.21*†   Styrene Baseload Sale and Purchase Agreement, between Dow Europe GmbH and Jubail Chevron Phillips Company, dated June 30, 2004.
10.22*†   Amended and Restated Ethylene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.23*†   Amended and Restated Benzene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.24*†   Amended and Restated Bisphenol A Sales Contract, between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.25*†   First Amendment to the Amended and Restated Bisphenol A Sales Contract between Dow Europe GmbH and Styron Europe GmbH, dated October 26, 2011.
10.26*†   Second Amendment to the Amended and Restated Bisphenol A Sales Contract between Dow Europe GmbH and Styron Europe GmbH, dated November 9, 2012.
10.27*†   Amended and Restated Butadiene Sales Contract (Europe), between Dow Europe GmbH and Styron Europe GmbH, dated June 17, 2010.
10.28*†   SSBR Toll Conversion and Capacity Rights Agreement, between JSR Corporation Tokyo, Wallisellen and Dow Europe GmbH, dated May 31, 2007.
10.29*†   Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Styron LLC, dated as of June 17, 2010.
10.30*†   Amendment No. 1 to the Amended and Restated MOD5 Computerized Process Control Software Agreement, Licenses and Services, between Rofan Services Inc. and Styron LLC, dated as of June 1, 2013.
10.31*†   Amended and Restated Styron License Agreement, among The Dow Chemical Company, Dow Global Technologies Inc. and Styron LLC, dated as of June 17, 2010.
10.32†   Deed of Amendment, Restatement and Accession, dated May 30, 2013, by and among Styron Europe GmbH, Styron Deutschland Anlagengesellschaft mbH, Styron Netherlands B.V., Styron LLC, Trinseo U.S. Receivables Company SPV LLC, Styron Receivables Funding Limited, Styron Finance Luxembourg s.à r.l., Luxembourg, Zweigniederlassung Horgen, Regency Assets Limited, HSBC Bank plc, Styron Holding S.à.r.l, as parent and guarantor, TMF Administration Services Limited, as corporate administrator and registrar and the Law Debenture Trust Corporation plc, as Styron security trustee.

 

II-38

10.33*†   Amendment Agreement No. 1 to the SSBR Conversion and Capacity Rights Agreement, dated December 3, 2012, by and between Styron Europe GmbH and JSR Corporation Tokyo Wallisellen Branch.
10.34†   Sixth Amendment to Credit Agreement, dated as of December 3, 2013, among Trinseo Materials Operating S.C.A., Styron Italia S.R.L. and each Lender party.
12.1†   Statement of Computation of Ratios of Earnings to Fixed Charges.
21.1†   Subsidiaries of Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc.
23.1†   Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2†   Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.3†

 

24.1†

  

Consent of Deloitte & Touche LLP, independent auditors of Americas Styrenics LLC.

 

Powers of Attorney (included as part of the signature pages).

25.1†   Statement of Eligibility of Trustee on Form T-1.
99.1†   Form of Letter of Transmittal.
99.2†   Form of Notice of Guaranteed Delivery.
99.3†   Form of Letter to Clients.
99.4†   Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies and Other Nominees.

 

* Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of these exhibits. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.
† Previously filed.
†† Filed herewith.

 

II-39

EX-5.12 2 d546187dex512.htm EX-5.12 EX-5.12

Exhibit 5.12

 

LOGO    WongPartnership LLP

12 Marina Boulevard Level 28

Marina Bay Financial Centre Tower 3

Singapore 018982

t +65 6416 8000

f +65 6532 5711/5722

e contactus@wongpartnership.com

   Not for service of court documents
   wongpartnership.com
   ASEAN | CHINA | MIDDLE EAST
TO       FROM
ATTENTION: Ms Lisa Tarr       HCY/CKF/TECG/20100738
Trinseo Materials Operating S.C.A    Fax:    +65 6532 5711
Trinseo Materials Finance, Inc.    Direct:    +65 6416 8265

1000 Chesterbrook Boulevard, Suite 300

Berwyn, Pennsylvania 19312

    Email:    trevor.chuan@wongpartnership.com
14 January 2014      

Dear Sirs

NOTES ISSUED BY TRINSEO MATERIALS OPERATING S.C.A. AND TRINSEO MATERIALS FINANCE, INC.

We have acted as Singapore legal counsel to the Companies (as defined below) in connection with the agreement by the Companies to furnish a guarantee in respect of the obligations of the Issuers (as defined below) under the US$1,325,000,000 8.75% senior secured notes due 2019 (“Notes”) issued pursuant to an indenture dated 29 January 2013 made between the Issuers and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee and Collateral Agent”) as amended, supplemented, waived or otherwise modified (the “Original Indenture”) and have been requested to provide this Legal Opinion in connection with the Transaction Documents (as defined in paragraph 1.1 below) (the “Transaction”).

 

1. INTRODUCTION

 

1.1 Documents

For the purpose of this Legal Opinion, we have examined only the following documents relating to the Transaction (“Transaction Documents”):

 

  1.1.1 an electronic copy (in adobe acrobat format) of the executed second supplemental indenture dated 10 May 2013 made between, inter alia, the Issuers as issuers, the Companies as guarantors, and the Trustee and Collateral Agent (the “Second Supplemental Indenture”) in relation to the Original Indenture;

 

  1.1.2 an electronic copy (in adobe acrobat format) of the executed third supplemental indenture dated 16 September 2013 made between, inter alia, the Issuers as issuers, the Companies as guarantors, and the Trustee and Collateral Agent (the “Third Supplemental Indenture”) in relation to the Indenture;

 

  1.1.3 an electronic copy (in adobe acrobat format) of the executed fourth supplemental indenture dated 3 December 2013 made between, inter alia, the Issuers as issuers, the Companies as guarantors, and the Trustee and Collateral Agent (the “Fourth Supplemental Indenture”) in relation to the Indenture;

 

   WongPartnership LLP (UEN: T08LL0003B) is a limited liability law partnership registered in Singapore under the Limited Liability Partnerships Act (Chapter 163A).

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  1.1.4 an electronic copy (in adobe acrobat format) of the executed joinder to the registration rights agreement dated 10 May 2013 (the “Registration Rights Agreement Joinder”), made between, inter alia, the Issuers, as issuers, the Companies, as guarantors, and Deutsche Bank Securities Inc., as purchaser;

 

  1.1.5 an electronic copy (in adobe acrobat format) of the registration statement Form S-4 dated 30 September 2013 (the “S-4 Registration Statement”) executed by registrants named therein;

 

  1.1.6 an electronic copy (in adobe acrobat format) of the Amendment No. 1 to the S-4 Registration Statement dated 6 December 2013 (the “S-4 Amendment No. 1”) executed by registrants named therein;

 

  1.1.7 an electronic copy (in adobe acrobat format) of the certificate confirming incorporation of SHAP dated 9 November 1992, and the certificate confirming incorporation of SHAP under its new name dated 9 December 2009 forwarded to us by Karen Foo Siew Kuan via email on 4 July 2013 (the “SHAP Certificate of Incorporation”);

 

  1.1.8 a certified copy of the certificate confirming incorporation of SSP dated 9 December 2009 sent to us by Tizane Goh via courier on 29 January 2013 (the “SSP Certificate of Incorporation” and together with the SHAP Certificate of Incorporation, the “Certificates of Incorporation”);

 

  1.1.9 a certified copy of the memorandum and articles of association relating to SHAP sent to us by Tizane Goh via courier on 29 January 2013 (the “SHAP Memorandum and Articles of Association”);

 

  1.1.10 a certified copy of the memorandum and articles of association relating to SSP sent to us by Tizane Goh via courier on 29 January 2013 (the “SSP Memorandum and Articles of Association” and together with the SHAP Memorandum and Articles of Association, the “Memoranda and Articles of Association”);

 

  1.1.11 an electronic copy (in adobe acrobat format) of the written resolutions of the directors of SHAP passed on 20 February 2013 which, inter alia, approve the entry into and performance of the Principal Documents by SHAP (the “SHAP Resolutions”);

 

  1.1.12 an electronic copy (in adobe acrobat format) of the written resolutions of the directors of SSP passed on 20 February 2013 which, inter alia, approve the entry into and performance of the Principal Documents by SSP (the “SSP Resolutions” and together with the SHAP Resolutions, the “Resolutions”);

 

  1.1.13 an electronic copy (in adobe acrobat format) of a certificate issued pursuant to Section 76A(6) of the Companies Act dated 19 March 2013 relating to the provision of financial assistance by SHAP by its entry into and performance of the Principal Documents (the “SHAP Whitewash Certificate”);

 

  1.1.14 an electronic copy (in adobe acrobat format) of a certificate issued pursuant to Section 76A(6) of the Companies Act dated 19 March 2013 relating to the provision of financial assistance by SSP by its entry into and performance of the Principal Documents (the “SSP Whitewash Certificate” and together with the SHAP Whitewash Certificate, the “Whitewash Certificates”);

 

  1.1.15 the results of the BizFile electronic searches (the “ACRA Searches”) made by us at 10.37 a.m. on 14 January 2014 of the public records of the Companies maintained by the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”);

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  1.1.16 the results of the litigation searches (“Litigation Searches”) made by us at 11.11 a.m. on 14 January 2014 in respect of the Companies, for the period 1 January 2012 to 14 January 2014; and

 

  1.1.17 the results of the winding up searches (“Winding Up Searches”) made by us at 11.11 a.m. on 14 January 2014 in respect of the Companies, for the period 1 January 2012 to 14 January 2014.

With respect to the accuracy of material factual matters which were not independently verified, we have relied on certificates and statements of officers of the Companies.

We have not examined any contracts, instruments or documents entered into by or affecting the Companies or any other person, or any corporate records of the aforesaid, save for those searches, enquiries, contracts, instruments, documents or corporate records specifically listed in paragraph 1.1 as being made or reviewed by us in this Legal Opinion. In particular, we have not had sight of and express no opinion whatsoever with respect to any other agreements or documents which are mentioned, or referred to, in any of those documents listed in paragraph 1.1 but which have not been forwarded to us.

We have not investigated or verified the accuracy of the facts and information, or the reasonableness of any assumptions, statements of opinion or intention or certifications, contained in the Transaction Documents, and have not attempted to determine whether any material fact has been omitted therefrom.

 

1.2 Defined Terms

In this Legal Opinion, unless the subject or context otherwise requires:

 

  1.2.1 “Companies” means SHAP and SSP;

 

  1.2.2 “Companies Act” means the Companies Act, Chapter 50 of Singapore;

 

  1.2.3 “Indenture” means the Original Indenture as supplemented by the Second Supplemental Indenture;

 

  1.2.4 “Issuers” means (i) Trinseo Materials Operating S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of Luxembourg and (ii) Trinseo Materials Finance Inc., a Delaware corporation;

 

  1.2.5 “Principal Documents” means the documents referred to in paragraphs 1.1.1 to 1.1.6 above and the Indenture;

 

  1.2.6 “SHAP” means Styron Holdings Asia Pte. Ltd., (Company Registration Number 199206042C), a company incorporated in Singapore;

 

  1.2.7 “SSP” means Styron Singapore Pte. Ltd. (Company Registration Number 200922921G), a company incorporated in Singapore;

 

  1.2.8 terms and references defined or given a particular construction in the Principal Documents but which are not defined in this Legal Opinion shall have the meanings given to them in the Principal Documents; and

 

  1.2.9 headings in this Legal Opinion are for ease of reference only and shall not affect its interpretation.

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1.3 Legal Review

For the purpose of issuing this Legal Opinion we have reviewed only the documents and completed only the searches and enquiries referred to in paragraph 1.1 of this Legal Opinion.

 

1.4 Applicable Law

This Legal Opinion and the opinions given in it are governed by Singapore law and relate only to Singapore law as applied by the courts of Singapore as at today’s date. We express no opinion in this Legal Opinion on the laws of any other jurisdiction.

 

1.5 Assumptions and Reservations

The opinions given in this Legal Opinion are:

 

  1.5.1 given on the basis of the assumptions set out in this Legal Opinion and Schedule 1 to this Legal Opinion (the “Assumptions”);

 

  1.5.2 subject to the reservations set out in this Legal Opinion and Schedule 2 to this Legal Opinion (the “Reservations”); and

 

  1.5.3 strictly limited to the matters stated in paragraph 2 (the “Opinions”) and do not extend to any other matters.

 

2. OPINIONS

Based upon and subject to the Assumptions, the Reservations and to any matters not disclosed to us, we are of the opinion that:

 

2.1 the Companies have been duly incorporated and are validly existing in Singapore under the Companies Act, and are capable of suing, and being sued, in their own names under the laws of Singapore;

 

2.2 the Companies have the capacity and necessary corporate power under the laws of Singapore and their respective Memoranda and Articles of Association to execute, deliver and perform their obligations under, and have taken all necessary corporate action required under the laws of Singapore to authorise the execution, delivery and performance of their obligations under, each of the Principal Documents; and

 

2.3 the execution and delivery by the Companies of, and the performance by the Companies of their obligations under the Principal Documents to which they are parties do not violate the applicable laws of Singapore nor their respective Memoranda and Articles of Association.

 

3. LIMITS OF OPINION

We do not express nor imply any opinion with respect to the effect of any law other than the laws of Singapore at the date hereof and have made no investigation of any other laws which may be relevant to the documents submitted to us or opinions given by us, nor do we express or imply any opinion on matters relating to tax. This Legal Opinion and the opinions given in it are limited to Singapore law of general application as at the date of this Legal Opinion, as currently applied by

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the courts of Singapore, and is given on the basis that this Legal Opinion and the opinions given in it will be governed by and construed in accordance with Singapore law as of the date hereof, and that there will be no amendment to or termination or replacement of the documents, authorisations and approvals referred to herein. This Legal Opinion is also given on the basis that we will not be responsible to carry out any review or to update the opinion for any subsequent changes or modifications to the law and regulations, or to the administrative interpretations thereof and we undertake no responsibility to notify any addressee of any change in the laws of Singapore after the date of this Legal Opinion.

 

4. DISTRIBUTION

This Legal Opinion is not to be circulated to, or relied upon by, any other person (other than persons entitled to rely on it pursuant to applicable provisions of federal securities law in the United States, as applicable) or quoted or referred to in any public document or filed with any government body or agency (other than the filing of this opinion with the United States Securities and Exchange Commission as an exhibit to the S-4 Registration Statement) without our prior written consent. We hereby consent to the filing of this Legal Opinion as an exhibit to the S-4 Registration Statement as amended by the S-4 Amendment No. 1 and to the reference to our name under the caption “Legal Matters” in the S-4 Registration Statement as amended by the S-4 Amendment No.1. By the giving of this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act or the rules or regulations of the United States Securities and Exchange Commission.

Yours faithfully

/s/ WongPartnership                                         

WONGPARTNERSHIP LLP

Enclosures.

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SCHEDULE 1

ASSUMPTIONS

We have assumed (without enquiry but with your consent):

 

(a) the authenticity of all documents submitted to us as originals and the completeness, and conformity to executed originals, of all copies or other specimen of documents submitted to us and that the signatures, seals, stamps and/or markings on original, certified copies or electronic copies of all documents are genuine;

 

(b) that each of the documents submitted to us for examination are complete and up-to-date copies and have not in any way been amended, varied, revoked or substituted since the same were delivered to us, and all representations and factual statements contained in the Transaction Documents are true and correct;

 

(c) that each party to the Principal Documents (other than the Companies) has obtained all corporate and other approvals from the relevant authorities in Singapore and any other applicable jurisdictions to enter into and perform the Principal Documents to which it is a party, and all such approvals are in full force and effect. The entry into each of the Principal Document is within the capacity and powers of the party thereto (other than the Companies), and each of the Principal Documents has been validly authorised by, and has been validly executed and delivered by and on behalf of, the parties thereto (other than the Companies);

 

(d) that each of the parties to the Principal Documents (other than the Companies), is validly incorporated and existing under the laws of its place of incorporation, has capacity and power, and is duly authorised, to enter into the Principal Documents;

 

(e) each of the Principal Documents has been entered into and executed, and each of the transactions referred to therein is and will be carried out, by each of the parties thereto in good faith, for the purpose of carrying on their respective businesses, and for the benefit and in the best interest of each of them respectively and on arms’ length commercial terms, in the absence of fraud, bad faith, undue influence, coercion or duress on the part of the parties thereto, and its respective officers employees, agents and advisers;

 

(f) without limitation to the generality of paragraph (e) above, that each of the Principal Documents has been signed on behalf of the Companies by such persons who have been authorised to do so by the relevant Resolutions and that at the time of such signing by such persons, such persons were under no incapacity and were fully aware of the circumstances;

 

(g) that the decision to enter into and execute each of the Principal Documents was a decision each of the parties thereto could reasonably take on the basis of the information available to it and that no circumstances arise which could affect in any way the making of such a decision, and that decision has not been rescinded or modified and remains in full force and effect and no other decision or other action has been taken which may affect the validity of that decision;

 

(h) the Certificates of Incorporation and the Memoranda and Articles of Association are true, complete and up-to-date and in full force and effect and have not been revoked or amended;

 

(i) that the Resolutions which we have sighted are true, complete, up-to-date and in full force and effect and have not been revoked or amended and that no other resolution or other action has been taken which could affect the validity of the aforesaid resolutions or any of them;

WONGPARTNERSHIP LLP

HCY/CKF/TECG/20100738

14 January 2014

Page: 7

 

(j) that (i) none of the parties to each Principal Document or any of its respective officers, employees or agents has notice of any matter which would adversely affect the validity or regularity of any of the Resolutions, and (ii) the Resolutions were passed in accordance with the procedures set out in the relevant Memoranda and Articles of Association and the provisions of the Companies Act;

 

(k) the execution and delivery by the Companies of, and performance by the Companies of their obligations under the Principal Documents to which they are parties will not contravene any agreement or instrument binding upon the Companies and/or their assets;

 

(I) that (other than the Principal Documents, to the extent covered in our opinion in paragraphs 2.2 and 2.3) all deeds, instruments, assignments, contracts, agreements and other documents in relation to the matters contemplated by each of the Principal Documents are within the capacity and powers of, have been validly authorised, executed and delivered by, and are valid and legal obligations binding on the parties thereto, and are not subject to avoidance by any person, under all applicable laws and in all applicable jurisdictions (including Singapore);

 

(m) that there are no notices, directives or communications issued by the relevant regulatory authorities that would restrict or prohibit the proposed activities of the Companies, and there are no other agreements or arrangements to which the Companies have entered into that may in any way prohibit or restrict their right or ability to enter into the Principal Documents or perform their obligations under the Principal Documents to which they are parties;

 

(n) that the information disclosed by the Litigation Searches, the Winding Up Searches and the ACRA Search is true and complete and remains correct up to the date of this Legal Opinion, and that such information has not since, the relevant date(s) on which the Litigation Searches, the Winding Up Searches and the ACRA Search were conducted, been altered and that the Litigation Searches, the Winding Up Searches and the ACRA Search did not fail to disclose any information which had been delivered for registration or filing but did not appear on the public records at the time of the Litigation Searches, the Winding Up Searches and ACRA Search;

 

(o) that no party to any of the Principal Documents is, or will be, engaging in misleading or unconscionable conduct or seeking to conduct any relevant transaction or associated activity in a manner or for a purpose not evident on the face of the Principal Documents which might render any of the Principal Documents or any relevant transaction or associated activity illegal, void or voidable;

 

(p) that none of the Transaction Documents and the transactions contemplated thereunder constitute a sham;

 

(q) that no stop order or restraining order has been issued, and no lawsuit, claim, proceeding or action has been commenced, threatened or concluded, against any party (other than in respect of the Companies, in Singapore, to the extent shown in the Litigation Searches) which could affect the conclusions stated in this Legal Opinion;

 

(r) that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Transaction Documents under the laws of any jurisdiction (other than such acts, conditions or things required to be fulfilled, performed or effected by the Companies under the laws of Singapore) have been duly fulfilled, performed and complied with;

 

(s) the Principal Documents constitute legal, valid, binding and enforceable obligations of the parties thereto, and are not subject to avoidance by any person, for all purposes under the laws of all relevant jurisdictions;

WONGPARTNERSHIP LLP

HCY/CKF/TECG/20100738

14 January 2014

Page: 8

 

(t) that there are no provisions of the laws of any jurisdiction which would be contravened by the execution or delivery of the Principal Documents and that, in so far as any obligation expressed to be incurred or performed under each such Principal Documents falls to be performed in or is otherwise subject to the laws of any jurisdiction, its performance will not be illegal by virtue of the laws of that jurisdiction, and none of the opinions expressed herein will be affected by the laws (including without limitation, the public policy) of any jurisdiction, and insofar as the laws of any jurisdiction may be relevant, such laws have been or will be complied with;

 

(u) that all applicable consents, approvals, authorisations, licences, exemptions or orders required from any applicable governmental or other regulatory authorities and all other requirements for the legality, validity and enforceability of the Principal Documents have been duly obtained (and have not been withdrawn) or fulfilled, and are (and will remain) in full force and effect, and that any conditions to which they are subject have been (or will be) satisfied;

 

(v) that no foreign law is relevant to or affects the conclusions stated in this Legal Opinion;

 

(w) that the execution by the Companies of each of the Third Supplemental Indenture and the Fourth Supplemental Indenture and the performance of their obligations thereunder is carried out pursuant to the transactions contemplated by and in accordance with the terms and conditions of the Second Supplemental Indenture;

 

(x) that the execution by the Companies of each of the S-4 Registration Statement and the S-4 Amendment No. 1 and the performance of their obligations thereunder is carried out pursuant to the transactions contemplated by and in accordance with the terms and conditions of the Registration Rights Agreement Joinder;

 

(y) that the Whitewash Certificates were complete and accurate and had been properly issued in accordance with Section 76A(6) of the Companies Act, and at the time the Whitewash Certificates were given, none of the parties to the Principal Documents nor any of their respective officers, employees or agents was aware or otherwise had notice (actual or constructive) that any of the requirements of Section 76(10) of the Companies Act had not been complied with in relation to the financial assistance to which the Whitewash Certificates relate;

 

(z) that before or at the time of the execution of the Principal Documents, none of the parties to the Principal Documents nor any of their respective officers, employees or agents was aware or otherwise had notice (actual or constructive) that any of the requirements of Section 76(10) of the Companies Act had not been complied with in relation to the financial assistance to which the Whitewash Certificates relate;

 

(aa) that by the execution of the Second Supplemental Indenture, each Company had acceded to the Original Indenture as a guarantor and the Original Indenture is duly incorporated by reference under the applicable governing law; and

 

(bb) that in the course of approving and authorizing the execution of the Second Supplemental Indenture, the board of directors of each Company had reviewed the terms of the Original Indenture and had approved, authorised, ratified and confirmed (1) the terms of the Original Indenture, (2) the accession of the relevant Company as a guarantor under the Original Indenture and (3) the obligations, duties and liabilities of the relevant Company under the Original Indenture.

WONGPARTNERSHIP LLP

HCY/CKF/TECG/20100738

14 January 2014

Page: 9

 

SCHEDULE 2

RESERVATIONS

The opinions in this Legal Opinion are subject to the following reservations.

 

1. GENERAL

 

  (a) We have not investigated or verified the accuracy of the facts and information, or the reasonableness of any assumptions, statements of opinion or intention, contained in the Transaction Documents, and have not attempted to determine whether any material fact has been omitted from such documents.

 

  (b) We have relied on electronic searches of the publicly available records of ACRA and the Supreme Court of Singapore and the Subordinate Courts of Singapore and the records disclosed by such searches may not be complete or up-to-date. In particular, the ACRA Search is not capable of revealing whether or not a winding-up petition has been presented, a winding-up order has been made, or a winding up resolution has been passed, or whether or not a receiver or judicial manager has been appointed. The Litigation Searches and the Winding Up Searches may not immediately reveal whether a winding up order has been made, a winding up resolution has been passed, or whether a receiver or judicial manager has been appointed.

 

  (c) Our advice is strictly limited to matters stated in this Legal Opinion and is not to be construed as extending by implication to all the Transaction Documents (other than the Principal Documents), or to any other matter or document in connection with, referred to, or incorporated by reference, in the Transaction Documents (including the Principal Documents).

 

  (d) We are not responsible for investigating or verifying the accuracy or completeness of any facts, we do not express any opinions as to any matters of fact generally, including statements of foreign law, or the reasonableness of any statements of opinion, contained in the Transaction Documents. In addition, we are not responsible for investigating or verifying that no material facts have been omitted from the Transaction Documents.

 

  (e) This Legal Opinion is given only for the benefit of the persons to whom it is addressed, and is given subject to the condition that each such person accepts and acknowledges that (i) no solicitor-client relationship exists or has existed between us and such person in connection with the Transaction Documents or any matter or transaction contemplated under the Transaction Documents, nor will such a relationship arise between us and such person as a result of or in connection with our giving of this Legal Opinion; (ii) nothing in or resulting from the giving of this Legal Opinion puts us in a conflict of interest position, or creates any fiduciary or other duties or obligations on our part towards such person(s), or prevents us in any way from acting and/or continuing to act for any other person(s), in connection with the Transaction Documents, any matter or transaction contemplated under the Transaction Documents, or any dispute or issue that may arise in connection with the Transaction Documents at any time; (iii) for the avoidance of doubt, nothing in this Legal Opinion may be construed as a waiver of any solicitor-and-client privilege in connection with any advice, correspondence or documentation that we have given or exchanged; and (iv) this Legal Opinion may not be appropriate or sufficient for such persons’ purposes, and is strictly limited to the express provisions hereof and are not to be construed as extending in any manner to any other matter or thing.
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Trinseo Materials Operating S.C.A.

Trinseo Materials Finance, Inc.

1000 Chesterbrook Boulevard

Suite 300

Berwyn, Pennsylvania 19312

January 14, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Pamela Long, Assistant Director

 

Re:  

Trinseo Materials Operating S.C.A.

Trinseo Materials Finance, Inc.

Amendment No. 3 and Amendment No. 4 to Registration Statement on Form

S-4 Filed December 24, 2013 and December 26, 2013

File No. 333-191460

Dear Ms. Long:

Trinseo Materials Operating S.C.A. (“Trinseo Operating”) and Trinseo Materials Finance, Inc. (together with Trinseo Operating, the “Issuers”) set forth below our response to the letter dated January 8, 2014 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), which relates to the Issuers’ Amendment No. 3 and Amendment No. 4 to Registration Statement on Form S-4, File No. 333-191460, which was originally filed with the Commission on September 30, 2013 (the “Initial Filing”). The Initial Filing was amended on December 6, 2013 by Amendment No. 1, amended on December 17, 2013 by Amendment No. 2, amended on December 24, 2013 by Amendment No. 3, and further amended on December 26, 2013 by Amendment No. 4 (together, the “Registration Statement”). The Issuers are filing Amendment No. 5 to the Registration Statement as of the date hereof (“Amendment No. 5”), which includes revisions made to the Registration Statement in response to the Comment Letter.

The numbered paragraphs and headings below correspond to the headings set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Issuers’ response to each comment. References herein to “we”, “us”, our” or the “Company,” refer to Trinseo S.A. and its consolidated subsidiaries (including the Issuers), taken as a combined entity and as required by context, may also include our business as owned by our predecessor The Dow Chemical Company (“Dow”) for any dates prior to June 17, 2010. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Registration Statement.

Note Q – Supplemental Guarantor Condensed Consolidating Financial Statements, page F-20

1. We have reviewed your response to comment six in our letter dated December 20, 2013. Please reconcile between the 2013 $139.267 million Guarantor intercompany investing cash flow amount and the $52.587 million 2013 increase in Guarantor ST and LT intercompany receivables. In this regard, if the Guarantors made intercompany loans that exceeded their intercompany loan collections by $139.267 million, then it is not clear why the Guarantor intercompany receivables balance increased by only $52.587 million instead of by an amount approximating $139.267million. Any similar disparities in 2011 and 2012 should also be addressed.

Response to Comment 1

In response to the Staff’s comment, shown below is the reconciliation of changes in the Guarantor Subsidiaries’ short and long-term intercompany receivables on the balance sheet to the related net cash flow activity for the periods ended September 30, 2013, December 31, 2012 and December 31, 2011.

 

Short and Long term

Intercompany Receivables

as Reported on the Balance Sheets as of

    Changes in
Intercompany
Receivables		     Reconciliation of Changes in Guarantor Intercompany Receivables to Cash Flows  
     Effect of
foreign
currency
(Note A)		     Non-Cash
Reconciling items
(Note B)		     Cash flow
from Operating
(Note C)		     Cash flow from
Investing		     Cash flow
from Financing		  

September 30, 2013

    December 31, 2012             

$    1,259,821

    $    1,207,234    $ 52,587      $ (40,288 )    $ 70,861      $ 56,107      $ (139,267 )    $ —     

December 31, 2012

    December 31, 2011             

$    1,207,234

    $    1,355,762    $ (148,528 )    $ (25,859 )    $ 1,956      $ 104,163      $ 68,268      $ —     

December 31, 2011

    December 31, 2010             

$    1,355,762

    $    1,282,057    $ 73,705      $ 69,488      $ (122,397 )    $ (49,655 )    $ 28,859      $ —     

Note A: The Guarantor Subsidiaries include certain entities with a functional currency that is other than the U.S. Dollar. The amounts in this column represent the effect of translating the balance sheets of these subsidiaries from their functional currencies to the Company’s U.S. dollar reporting currency.

Note B: Non-cash reconciling items represent the impact of certain non-cash intercompany activities during the period such as intercompany loan capitalizations and factoring activities, which resulted in non-cash decreases/ (increases) in the Guarantor Subsidiaries short term and long term intercompany receivables balances.

Note C: Amounts in the Guarantor Subsidiaries’ cash flows from operating activities represent trade related receivables that arose from intercompany sales as well as interest charges on intercompany notes.

2. In addition, please reconcile between the 2013 $28.070 million Non-Guarantor intercompany financing cash flow amount and the $128.270 million 2013 increase in Non-Guarantor intercompany ST and LT payables. In this regard, if the Non-Guarantors received intercompany loans that exceeded their intercompany loan repayments by $28.070 million, then it is not clear why the Non-Guarantor intercompany payables balance increased by $128.270 million instead of by an amount approximating $28.070 million. Any similar disparities in 2011 and 2012 should also be addressed.

Response to Comment 2

In response to the Staff’s comment, shown below is the reconciliation of changes in the Non-Guarantor Subsidiaries’ short and long-term intercompany payables on the balance sheet to the related net cash flow activity for the periods ended September 30, 2013, December 31, 2012 and December 31, 2011.

 

Short and Long term

Intercompany Payables

as Reported on the Balance Sheets as of

    Changes in
Intercompany
Payables		     Reconciliation of Changes in Non-Guarantor Intercompany Payables to Cash  Flows  
     Effect of
foreign
currency
(Note A)		     Non-Cash
Reconciling
items
(Note B)		     Cash flow
from Operating
(Note C)		     Cash flow from
Investing		      Cash flow
from Financing		  

September 30, 2013

    December 31, 2012              

$     603,665

    $    475,665    $ (128,000 )    $ 305      $ 80,603      $ 19,022      $ —         $ 28,070   

December 31, 2012

    December 31, 2011              

$     475,665

    $    528,356    $ 52,691      $ (10,769 )    $ 13,335      $ (35,032 )    $ —         $ (20,225 ) 

December 31, 2011

    December 31, 2010              

$    528,356

    $    620,977    $ 92,621      $ (1,084 )    $ (21,316 )    $ (63,481 )    $ —         $ (6,740 ) 

Note A: The Non-Guarantor Subsidiaries include certain entities with a functional currency that is other than the U.S. Dollar. The amounts in this column represent the effect of translating the balance sheets of these subsidiaries from their functional currencies to the Company’s U.S. dollar reporting currency.

Note B: Non-cash reconciling items represent the impact of certain non-cash intercompany activities during the period such as intercompany loan capitalizations and factoring activities, which resulted in non-cash decreases/ (increases) in the Non-Guarantor Subsidiaries short term and long term intercompany payables balances.

Note C: Amounts in the Non-Guarantor Subsidiaries’ cash flows from operating activities represent trade related payables that arose from intercompany purchases as well as interest charges on intercompany notes.

3. We note that the Parent Guarantor incurred SG&A expenses of $8.3 million in 2013. Please clarify whether this amount was paid in cash. It is apparently not an intercompany item since there is no eliminating entry in the adjustments column. If the Parent paid this expense in cash it should cause their 2013 operating C/F to approximate negative $8 million but instead they show only negative $44,000. If it was not paid in cash then presumably accounts payable would increase but this did not occur and intercompany payables only increased by $67,000, not $8 million. The Parent’s only other apparent source of cash would be dividends paid to them by the subsidiaries but the cash flow statement does not show a line item for dividends paid. The Parent has no depreciable/amortizable assets so it appears the $8m is not comprised of non-cash expenses. Please clarify, and also address any similar disparities in 2011 and 2012.

Response to Comment 3

We respectfully inform the Staff that the Parent Guarantor’s SG&A expenses for the periods ended September 30, 2013, December 31, 2012 and December 31, 2011 consist principally of stock-based compensation expense. The stock-based compensation expense for the Company is recorded within our Parent Guarantor and totaled $7.8 million, $7.3 million and $22.3 million for the periods ended September 30, 2013, December 31, 2012 and December 31, 2011, respectively. Stock-based compensation expense is a non-cash reconciling item in cash flow from operating activities within our Supplemental Condensed Consolidating Statement of Cash Flows.

4. Please explain how the Parent Guarantor’s investments in subsidiaries increased from $291.8 million to $315.3 million during 2013. The $24.480 million equity in subsidiary losses would presumably cause the asset account to decrease, not increase. Further, no capital contributions are reflected in the Parent’s 2013 Statements of Cash Flows. Please also address any similar disparity in 2012.

Response to Comment 4

In response to the Staff’s comment, we are providing the following reconciliation for the periods requested:

 

Investments in Subsidiaries as Reported

on the Balance Sheets as of

           Reconciliation of changes in the Parent Guarantor’s Investments in subsidiaries  
   Changes in
Investments in
Subsidiaries		      Investment in subsidiaries
as Reported in Parent
Guarantor’s Statement of
Cash flows		      Earnings (losses) of
subsidiaries as Reported in
Parent Guarantor’s
Statements of Operations		     Other Comprehensive Income
of Subsidiaries (Note A)		  
           Cumulative
translation
adjustments		      Pension and other
postretirement
benefit plans		  

September 30, 2013

    December 31, 2012              

$    315,297

    $    291,752    $ 23,545       $ —         $ (24,480 )    $ 30,777       $ 17,248   

December 31, 2012

    December 31, 2011              

$    291,752

    $    120,552    $ 171,200       $ 162,155       $ 37,661      $ 23,872       $ (52,488 ) 

Note A: The Parent Guarantor records its proportionate share of its subsidiaries’ equity adjustments for other comprehensive income as increases or decreases to the investment account in accordance with ASC 323-10-35.

5. Note that any material non-cash transactions, such as those described in your response, must be separately disclosed with the condensed consolidating Statements of Cash Flows. See ASC 230-10-50-3 and Article 10-01(a)(5) of Regulation S-X.

Response to Comment 5

In response to the Staff’s comment, we acknowledge that Article 3-10(i) of Regulation S-X stipulates the preparation of condensed consolidating guarantor financial information requires the Registrant to follow the general guidance of Rule 10-01 regarding form and content, and requires that the disclosure “may not omit financial or narrative information about each guarantor if the information would be material to investors to evaluate the sufficiency of the guarantee” and “shall include sufficient information so as to make the financial information presented not misleading”. We further acknowledge that Article 10-01(a)(5) makes the same stipulation that the disclosures or accompanying footnotes for condensed statements should be sufficient so as to not be misleading.

It is management’s belief that the non-cash transactions referenced above are not material to an investor to evaluate the sufficiency of the related guarantee. As noted in our previous response, these non-cash transactions primarily represent intercompany loan capitalizations and factoring activities, which are not unusual (e.g., a large intercompany deemed dividend transaction, etc) or individually significant in the context of the guidance cited above to allow an investor to evaluate the sufficiency of the guarantee. Further, we note the omission of separate disclosures regarding these non-cash transactions does not misrepresent the financial position, results of operations or cash flow generating ability of the Issuer or the Guarantor Subsidiaries and does not misrepresent the Company’s ability to comply with its debt covenants. Therefore, we do not believe that by failing to separately disclose the specific details of these non-cash transactions we are in any way misleading an investor as to the primary cash generating activities of the Guarantor Subsidiaries and the ability of the Guarantors to support the related debt. As such, we believe that the information currently disclosed provides an investor with the relevant information necessary in order to evaluate the sufficiency of the guarantee and that our condensed consolidating financial statements as currently presented are in compliance with the guidance within Article 3-10(i) and 10-01(a)(5) of Regulation S-X.

6. Please note that intercompany investing activities and intercompany long-term financing activities are required to be presented gross, not net. In addition, any dividends paid to affiliates should be separately presented as financing activities. See ASC 230-10-45.

Response to Comment 6

We acknowledge the Staff’s comment and have considered the guidance within ASC 230-10-45 and advise the Staff that our long-term intercompany investing and financing activities have been presented gross within the condensed consolidating statements of cash flows for all periods presented.

The amounts of intercompany investing activities in the Issuer’s statements of cash flows represent cash flows from intercompany loans with maturities of 12 months or longer issued by the Issuer to the Guarantor and Non-Guarantor Subsidiaries. We confirmed that in all periods presented, there were no receipts and issuances netted within intercompany investing activities of the Issuer and, correspondingly, there were no netting of proceeds and repayments of the related intercompany loans presented within the financing activities of the Guarantor and Non-Guarantor Subsidiaries.

With respect to the intercompany investing activities in the Guarantor subsidiaries cash flow statements, the amounts in all periods presented represent net cash flows from short-term loans provided by a Guarantor Subsidiary to the Issuer, Guarantor and Non-Guarantor Subsidiaries. These short-term loans are repaid immediately or within a short period (generally less than 1 month). We believe netting of the issuances of and receipt from short-term loans presented by the Guarantor Subsidiary in investing activities, and the related the net intercompany short-term borrowings presented by the Issuer, Guarantor and Non-Guarantor Subsidiaries in financing activities are appropriate in accordance with ASC 230-10-45.

Further, we note that, when they have occurred, dividends paid to affiliates have been presented separately as financing activities. The only occurrence of a dividend paid to affiliates during the periods in question was in fiscal year 2011, where a separate caption was presented within financing activities entitled “Distribution to parent”. We confirmed that there were no dividends paid to affiliates in 2012 and 2013. As a result, we believe we are in compliance with the guidance referenced above for all periods presented.

Exhibit 5.12 – Opinion of Wong Partnership LLP

 

7. We note that counsel has revised its opinion in response to comment seven in our letter dated December 20, 2013. However, as revised the opinion is limited to the “addressees named” in the opinion. We note that the opinion is addressed to the two note issuers only, and the term “addressees” is not otherwise defined. As such, the opinion continues to include an undue limitation on reliance as to a person. As indicated in Section II.B.3.d of Staff Legal Bulletin No.19 (CF) dated October 14, 2011, purchasers of securities in an offering are entitled to rely on the legal opinion. Please have counsel revise its opinion accordingly.

Response to Comment 7

WongPartnership has revised its legal opinion to remove the limitation on reliance language. The revised opinion is filed as Exhibit 5.12 to Amendment No. 5.

If you have any questions concerning the above responses, please do not hesitate to contact either the undersigned at (610) 240-3203, Curtis S. Shaw, Executive Vice President and General Counsel at (610) 240-3204 or our counsel, Nicholas Bonarrigo of Reed Smith LLP at (412) 288-5930.

 

Sincerely,
/s/ John A. Feenan

 

cc:    Ronald L. Francis, Jr., Esq.
   Nicholas A. Bonarrigo, Esq.
   Reed Smith LLP