8-K
Trinseo PLC (TSEOF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): **** December 2, 2021
Trinseo PLC
(Exact name of registrant as specified in its charter)
| | | | | |
|---|---|---|---|---|
| Ireland | | 001-36473 | | N/A |
| (State or other jurisdiction<br>of incorporation or organization) | | (Commission<br>File Number) | | (I.R.S. Employer<br>Identification Number) |
1000 Chesterbrook Boulevard , Suite 300 ,
Berwyn , Pennsylvania **** 19312
(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)) |
| --- | --- |
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. ☐
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 |
Item 8.01 Other Items.
On December 2, 2021, the board of directors of Trinseo PLC (the “Company”) unanimously approved the authorization of a share repurchase program where the Company may repurchase up to $200 million of its ordinary shares, subject to certain parameters defined by the board of directors. The repurchase authorization expires in 18 months and repurchases may be effected through open market purchases, 10b5-1 plans or by other means. All repurchases will be carried out by way of redemption in accordance with Irish law and the Company’s constitutional documents.
A copy of the press release announcing the share repurchase authorization is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this report, including Exhibit 99.1 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Exhibits.
| | ||
|---|---|---|
| ExhibitNumber | | Description |
| 99.1 | | Press Release dated December 2, 2021 |
| 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 N. Chaclas | |
| Name: | Angelo N. Chaclas | |
| Title: | Senior Vice President, Chief Legal Officer,<br>Chief Compliance Officer & Corporate Secretary | |
| Date: December 2, 2021 |
| | | | | |
|---|---|---|---|---|
| Press Contact: | | Investor Contact: | ||
| Trinseo | | Trinseo | ||
| Dina Pokedoff | | Andy Myers | ||
| Tel : +1 610-240-3307 | | Tel : +1 610-240-3221 | ||
| Email: dpokedoff@trinseo.com | | Email: aemyers@trinseo.com |
Trinseo Announces $200 Million Share Repurchase Program and Quarterly Dividend of $0.32 Per Share
December 2, 2021
BERWYN, Pa.-- Trinseo (NYSE: TSE), a global materials solutions provider and manufacturer of plastics and latex binders, today announced that its Board of Directors authorized the repurchase of up to $200 million of its ordinary shares, subject to certain parameters defined by the Board of Directors. This authorization expires in 18 months. All repurchases will be carried out by way of redemption in accordance with Irish law and the Company’s constitutional documents.
In addition, Trinseo’s Board of Directors authorized a quarterly dividend of $0.32 per share. The dividend will be a cash distribution payable on January 20, 2022 to shareholders of record as of the close of business on January 6, 2022.
Frank Bozich, President and Chief Executive Officer of Trinseo, commented, “Given our expected record 2021 profitability and strong cash generation, we expect our net leverage ratio will be in the low-two-times range at the end of the year. Given this, our expected continued cash generation, and our ongoing portfolio transformation, we thought it was an appropriate time to re-initiate a share repurchase program. This should enable us to opportunistically repurchase shares in an accretive fashion to drive value for shareholders.”
About Trinseo
Trinseo (NYSE: TSE) is a global materials solutions provider and manufacturer of plastics and latex binders with a focus on delivering innovative, sustainable, and value-creating products that are intrinsic to our daily lives. Trinseo is dedicated to making a positive impact on society by partnering with like-minded stakeholders, and supporting the sustainability goals of our customers in a wide range of end-markets including automotive, consumer electronics, appliances, medical devices, packaging, footwear, carpet, paper and board and building and construction. Trinseo had approximately $3.0 billion in net sales in 2020 and has 26 manufacturing sites around the world and approximately 3,800 employees. For more information, please visit: www.trinseo.com.
Note on Forward-Looking Statements
This press release may contain forward-looking statements including, without limitation, statements concerning plans, objectives, goals, projections, 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," "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 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 such a difference include, but are not limited to, our ability to successfully execute our transformation strategy and business strategy; our ability to integrate acquired businesses; global supply chain volatility, increased costs or disruption in the supply of raw materials or increased costs for transportation of our products; the nature of investment opportunities presented to the Company from time to time; and those factors 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 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 press release 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.
Contact: Trinseo Andy Myers Tel: +1 610-240-3221 Email: aemyers@trinseo.com