8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2023

Trinseo PLC

(Exact name of registrant as specified in its charter)

Ireland	001-36473	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

440 East Swedesford Road, Suite 301,

Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

(610) 240-3200

(Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading symbol(s)	Name of Each Exchange on which registered
Ordinary Shares, par value $0.01 per share	TSE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 Regulation FD.

On August 10, 2023, Trinseo PLC ( “Company”) reported that its subsidiaries, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc., had issued a notice of conditional partial redemption to the holders of the 5.375% senior notes due 2025 (the “2025 Senior Notes”), which has not been withdrawn.  

The Company previously entered into confidentiality agreements with an ad hoc group of holders of the 2025 Senior Notes (such group, the “Ad Hoc Noteholders”). The Company had engaged in negotiations with the Ad Hoc Noteholders regarding a potential strategic or debt repayment transaction and is no longer continuing such negotiations with the Ad Hoc Noteholders. Pursuant to the confidentiality agreements, the Company agreed to publicly disclose certain material nonpublic information provided to the Ad Hoc Noteholders (the “Cleansing Materials”). A copy of the Cleansing Materials is attached hereto as Exhibit 99.1.

The Cleansing Materials are based solely on information available to the Company as of the date of the Cleansing Materials and were not prepared with a view toward public disclosure, but rather were prepared for the internal use of the Company and were provided pursuant to the confidentiality agreements for the limited purpose of providing information in connection with the Company’s discussions about a potential transaction with the Ad Hoc Noteholders. The Cleansing Materials include certain potential values for illustrative purposes only and such values are not the result of, and do not represent, actual valuations, estimates, forecasts or projections by any third party, the Company or its subsidiaries and should not be relied upon as such. The estimates, assumptions and other prospective financial information or projections contained in the Cleansing Materials are subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately. Accordingly, there can be no assurance that such estimates, assumptions, projections or other prospective financial information contained in the Cleansing Materials will be realized. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Materials or undertakes any obligation to publicly update the Cleansing Materials to reflect circumstances existing after the date when the Cleansing Materials were prepared or conveyed or to reflect the occurrence of future events.

The information contained in Item 7.01 and Exhibit 99.1 of this Current Report shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note on Forward-Looking Statements

This Current Report may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,” “anticipate,” “believe,” “intend,” “forecast,” “outlook,” “will,” “may,” “might,” “see,” “tend,” “assume,” “potential,” “likely,” “target,” “plan,” “contemplate,” “seek,” “attempt,” “should,” “could,” “would” or expressions of similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on our current expectations and assumptions regarding our current indebtedness, accessibility of debt markets, our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause future results to differ from those expressed by the forward-looking statements include, but are not limited to, our ability to meet the conditions of the partial redemption of our 5.375% Notes due 2025, including consummation of a financing transaction, and our ability to complete the partial redemption; our ability to successfully execute our business and transformation strategy; increased costs or disruption in the supply of raw materials; increased energy costs; our ability to successfully generate cost savings and increase profitability through asset restructuring initiatives; compliance with laws and regulations impacting our business; conditions in the global economy and capital markets; our ability to successfully investigate and remediate chemical releases on or from our sites, make related capital expenditures, reimburse third-party cleanup costs or settle potential regulatory penalties or other claims; and those discussed in our Annual Report on Form 10-K, under Part I, Item 1A —”Risk Factors” and elsewhere in our other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, our actual results, performance or achievements may differ materially from those contemplated by the forward-looking statements. Therefore, we caution you against relying on any of these forward-looking statements. The forward-looking statements included in this Current Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

ITEM 9.01Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Cleansing Materials
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRINSEO PLC
	By:	/s/ Angelo Chaclas
	Name:	Angelo Chaclas
	Title:	Senior Vice President and Chief Legal Officer
Date: August 16, 2023

EX-99.1

Exhibit 99.1

1 2023 to 2024 Profitability Bridge (In $millions, unless noted) Low Base High 2023 Net Income (Loss) from Continuing Operations (460) (460) (460) 2023 Adjusted EBITDA* 215 215 215 Net Timing 18 18 18 Volume 0 80 110 Potential Terneuzen Closure 55 55 55 Natural Gas Hedge Losses 35 35 35 Other 3 12 14 2024 Adjusted EBITDA* 326 415 447 2024 Net Income (Loss) from Continuing Operations (53) 23 50 • Net Income assumes the capital structure as of June 30, 2023 • 2024 Adj EBITDA* range of $326 million to $447 million at the upper end • Base case assumes a volume recovery in the second half of 2024 • Lower case assumes no volume growth from 2023 (excluding impacts of the potential Terneuzen styrene plant closure) • Upper case is driven by an earlier start to the recovery, with volume growth starting in the first half of 2024 • The Adj EBITDA* Base increase from 2023 to 2024 is driven by the following: • Net timing assumed as zero in 2024 in comparison to an unfavorable impact of $18 million in 2023 • $80 million benefit from volume improvement with a recovery in the second half of 2024, but still below first half 2022 runrate • $55 million runrate benefit from the potential Terneuzen, the Netherlands styrene plant closure • $35 million improvement from reduced natural gas hedge losses • “Other” driven by restructuring savings, mix improvement and normalization of variable compensation *See Appendix for a reconciliation of non-GAAP measures

2 Cash Generation Forecast • Cash Interest and Cash Taxes assume the capital structure as of June 30, 2023 • 2024 Restructuring costs primarily related to the Boehlen, Germany styrene closure (~$25 million) and the potential Terneuzen, the Netherlands styrene closure (~$30 million) • Working Capital / Other includes non-cash stock compensation Cash from operations of $98 million to $132 million and Free Cash Flow* of $28 million to $42 million 2023 (In $millions, unless noted) Guide Low Base High Adjusted EBITDA* 215 326 415 447 Cash Interest (155) (145) (145) (145) Cash Taxes (30) (28) (40) (45) Capital Expenditures (90) (70) (80) (90) Project / Restructuring Costs (40) (55) (55) (55) Turnarounds (10) (10) (10) (10) Working Capital / Other 210 10 (55) (60) Free Cash Flow* 100 28 30 42 2024 *See Appendix for a reconciliation of non-GAAP measures

3 Revenue by Segment and Total Volume 2023 (In $millions, unless noted) Low Base High Volume (kilotons) 1,720 1,592 1,718 1,768 Engineered Materials 858 894 1,028 1,059 Latex Binders 979 980 1,040 1,071 Plastics Solutions 1,069 1,058 1,120 1,153 Polystyrene 756 756 828 856 Feedstocks 144 13 13 13 Net Sales 3,806 3,700 4,028 4,152 2024(1) (1) Data reflect a reduction in Feedstocks trade volume (127 kt) and net sales ($131 million) following the potential closure of the Terneuzen styrene plant. NOTE: Totals may not sum due to rounding.

4 Appendix

5 US GAAP to Non-GAAP Reconciliation Year Ended (In $millions, unless noted) Dec 31, 2023 Low Base High Adjusted EBITDA 215 326 415 447 Interest expense, net (155) (145) (145) (145) Benefit (expense) from income taxes 32 (34) (47) (52) Depreciation and amortization (206) (200) (200) (200) Reconciling items to Adjusted EBITDA(1) (346) 0 0 0 Net Income (loss) from continuing operations (460) (53) 23 50 Reconciling items to Adjusted Net Income (Loss)(1) 295 0 0 0 Adjusted Net Income (Loss) (165) (53) 23 50 Year Ended Dec 31, 2023 Low Base High Cash From Operations 190 98 110 132 Capital Expenditures (90) (70) (80) (90) Free Cash Flow 100 28 30 42 Year Ended Dec 31, 2024 Year Ended Dec 31, 2024 (1) Reconciling items to Adjusted EBITDA and Adjusted Net Income (Loss) are not typically forecasted by the Company based on their nature as being primarily driven by transactions that are not part of the core operations of the business and, as a result, cannot be estimated without unreasonable cost or uncertainty. As such, for the forecasted full year ended December 31, 2023, we have only included known reconciling items incurred through the six months ended June 30, 2023. We have not included forecasted amounts for the remainder of 2023, or for the forecasted full year ended December 31, 2024. NOTE: For definitions of non-GAAP measures as well as descriptions of current period reconciling items from Net Income (Loss) to Adjusted EBITDA and to Adjusted Net Income (Loss), refer to the press release furnished as Exhibit 99.1 to our Form 8-K dated August 3, 2023. Totals may not sum due to rounding.

XML

Document and Entity Information	Aug. 16, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Aug. 16, 2023
Entity File Number	001-36473
Entity Registrant Name	Trinseo PLC
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	00-0000000
Entity Address State Or Province	PA
Entity Address, Address Line One	440 East Swedesford Road
Entity Address, Adress Line Two	Suite 301
Entity Address, City or Town	Wayne
Entity Address, Postal Zip Code	19087
City Area Code	610
Local Phone Number	240-3200
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Trading Symbol	TSE
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001519061
Amendment Flag	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false