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): May 3, 2021

Trinseo S.A.

(Exact name of registrant as specified in its charter)

Luxembourg	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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
OrdinaryShares, par value $0.01 per share	TSE	New York Stock Exchange

Item 2.01 Completion of Acquisition or Disposition ofAssets.

On May 3, 2021, Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of Luxembourg (the “Company”), completed its previously-announced acquisition of the polymethyl methacrylates (PMMA) and activated methyl methacrylates (MMA) business of Arkema S.A., a company (société anonyme) organized under the laws of France (“Arkema”), through the purchase of shares of certain subsidiaries of Arkema (the “Acquisition”), for a purchase price of EUR 1,137,000,000, plus customary working capital and other closing adjustments. The Acquisition was completed pursuant to the previously-disclosed Share Purchase Agreement, dated March 19, 2021 (the “SPA”), by and between the Company and Arkema, acting in its name and on its own behalf and in the name and on behalf of certain of its affiliates.

The foregoing description of the Acquisition is only a summary, does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the SPA, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on March 22, 2021 and is incorporated herein by reference.

Item 8.01 Other Items.

On May 3, 2021, the Company issued a press release to announce the completion of the Acquisition, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b)	Pro Forma Financial Information.

The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

ITEM 9.01 Exhibits.

ExhibitNumber	Description
2.1	Share Purchase Agreement, by and between Trinseo S.A. and Arkema S.A., dated March 19, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 22, 2021)
99.1	Press Release, dated May 3, 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 S.A.
	By:	/s/ David Stasse
	Name:	David Stasse
	Title:	Executive Vice President and Chief Financial Officer
Date: May 3, 2021

Exhibit 99.1

News Release

TrinseoCompletes Acquisition of Arkema’s PMMA Business

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Closeof acquisition marks a major step in Trinseo’s transformation to becoming an advanced specialty and sustainable solutions provider

BERWYN,Pa. [May 3, 2021] -- Trinseo (NYSE: TSE), a global materials company and manufacturer of plastics, latex binders and synthetic rubber, announced today the closing of the previously announced transaction to acquire Arkema’s polymethyl methacrylates (PMMA) business. PMMA is a transparent and rigid resin with a wide range of end uses that augments Trinseo’s existing offerings across several end markets including automotive, building and construction, medical and consumer electronics.

Acompelling strategic fit that will accelerate transformation

This acquisition serves as a catalyst for helping Trinseo transform into a higher margin, less cyclical solutions provider. The transformative nature of the transaction will accelerate investments in growth opportunities for Trinseo’s Engineered Materials business globally; the transaction is also expected to generate approximately $50 million of annual synergies. Additionally, the PMMA business is a strategic fit in that, in combination with Trinseo’s existing portfolio, it enhances Trinseo’s ability to provide solutions to customers in profitable markets. With future investments, there will be the opportunity to leverage Trinseo’s global presence to provide solutions to its existing customers in Asia Pacific where Trinseo has a significant presence.

“Today is a special day. I am thrilled to welcome our new colleagues and customers to the Trinseo family, as we embark on this transformation journey together,” said Frank Bozich, Trinseo President and Chief Executive Officer. “This journey will bring us closer to our customers; create a more sustainable, environmentally-friendly footprint; and shorten the cycles of innovation that accelerate the process of bringing new, industry-leading solutions to market.”

Layingthe foundation for an even brighter future

The transaction will act as a trigger for an IT-systems upgrade that ultimately will result in harmonized business processes across regions and business units that will lay the foundation for future growth.

Additionalfacts about the acquisition include:

●	Trinseo<br> appoints Jean-Luc Béal as Senior Vice President, Engineered Materials and will welcome<br> him to the Trinseo Management Team.
●	For<br> Trinseo, the acquisition includes the addition of approximately 860 new employees from operations<br> in France, Denmark, Italy, the United States and Mexico, with additional team members from<br> around the globe supporting sales and marketing.
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●	Trinseo<br> will add PMMA and MMA products and technologies via seven manufacturing plants and three<br> R&D locations in Europe and North America.
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News Release
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Bozich added: “Over the coming years, the integration will unlock many opportunities for advancement and will provide compelling career paths and growth opportunities for all Trinseo employees.”

AboutTrinseo

Trinseo (NYSE:TSE) is a global materials solutions provider and manufacturer of plastics, latex binders, and synthetic rubber 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, building and construction, and tires. Trinseo had approximately $3.0 billion in net sales in 2020, with 17 manufacturing sites around the world, and approximately 2,600 employees. For more information, please visit: www.trinseo.com.

CautionaryNote on Forward-Looking Statements

Thispress 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 factsor 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 expressionsof similar meaning. Forward-looking statements reflect management’s evaluation of information currently available and are basedon our current expectations and assumptions regarding estimated and future results of operations, business strategies, competitive position,industry environment and potential growth opportunities and cost synergies relating to the acquisition of the MMA and PMMA business fromArkema S.A., our business, the economy and other future conditions. Because forward-looking statements relate to the future, they aresubject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Factors that might cause such adifference include, but are not limited to, our ability to successfully integrate the acquired MMA and PMMA businesses, generate expectedcost savings and synergies, maintain relationships with customers, retain key employees and profitably grow the business; and those factorsdiscussed 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 againstrelying on any of these forward-looking statements. The forward-looking statements included in this press release are made only as ofthe 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.

Investor Relations Contact:<br><br>Trinseo<br><br>Andy Myers<br><br>Tel: +1 610-240-3221<br><br>Email: amyers@trinseo.com	Press Contact:<br><br> Trinseo<br><br> Dina Silver Pokedoff, APR<br><br> Tel: +1 610-240-3307<br><br> Email: DPokedoff@trinseo.com