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 1, 2021
Trinseo PLC
(Exact name of registrant as specified in its charter)
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|---|---|---|---|---|
| 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:
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|---|---|---|
| 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 1.01 Entry into Material Definitive Agreement.
The information required by this Item 1.01 is set forth in Item 2.01 below, which is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2021, pursuant to a previously-disclosed asset purchase agreement dated May 25, 2021 by and between Trinseo PLC (formerly Trinseo S.A.), its subsidiary, Trinseo Deutschland GmbH, and certain of its other subsidiaries (together, “Trinseo”) and Synthos S.A. (“Buyer”) (as amended on October 21, 2021, the “Purchase Agreement”), Trinseo completed the sale of its Synthetic Rubber business (the “Rubber Business”) to Buyer (the “Asset Sale”) for a purchase price of $402.4 million in cash. The purchase price reflects a reduction of approximately $41.6 million for the assumption of pension liabilities by Buyer, as well as a reduction of $47.0 million for the exclusion of intangible net working capital from the previously-announced scope of the Asset Sale. The Asset Sale included (i) Trinseo’s rights to and interest in its Rubber Business facility located in Schkopau, Germany, (ii) all fixed assets, inventories, other movable property, contracts, rights and, intellectual property and pension and certain other liabilities as specified in the Purchase Agreement related to the Rubber Business, (iii) certain equity investments held by Trinseo, and (iv) those assets accruing to the Rubber Business up until the closing date. As part of the Asset Sale, Trinseo and Buyer also entered into a services agreement, pursuant to which Trinseo will provide certain services to Buyer, and a long term-supply agreement for the supply of certain raw materials.
Item 8.01 Other Items.
On December 1, 2021, the Company issued a press release to announce the closing of the Asset Sale, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits.
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|---|---|---|
| ExhibitNumber | | Description |
| 99.1 | | Press Release, dated December 1, 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 1, 2021 |
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|---|---|---|---|---|
| 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 Completes Sale of Synthetic Rubber Business to Synthos S.A.
Close of sale will serve as an additional catalyst for helping Trinseo transform into a higher margin, less cyclical specialty materials and sustainable solutions provider
BERWYN, Pa. December 1, 2021 -- Trinseo (NYSE: TSE), a global materials company and manufacturer of plastics and latex binders, announced today the closing of the previously announced transaction to sell its synthetic rubber business based in Schkopau, Germany (“Synthetic Rubber” or the “Business”) to Synthos S.A. and its affiliates (collectively “Synthos”) for an enterprise value of approximately $491 million, comprised of a cash purchase price of $402.4 million, the assumption of approximately $41.6 million of pension liabilities by Synthos, and net working capital (excluding inventory) retained by Trinseo of $47.0 million. In October, Trinseo and Synthos entered into an amendment to the original purchase agreement to reduce the cash purchase price from $449.4 million to $402.4 million in exchange for an equivalent amount ($47.0 million) of net working capital to be collected by Trinseo. Following Trinseo’s collection of the net working capital, the expected net cash proceeds are approximately $400 million after transaction-related costs and taxes.
The Business includes approximately 440 employees, mostly located in Schkopau, Germany. The transaction also includes the transfer of the associated Schkopau-based manufacturing and research and development facilities, as well as related intellectual property.
Trinseo’s sale of Synthetic Rubber to Synthos is another step forward in a series of strategic actions, including the recent acquisitions of Arkema's PMMA business in May 2021 and Aristech Surfaces LLC in September 2021, as well as the planned divestiture of its styrenics businesses, for which a formal sales process is expected to launch in the first quarter of 2022. These steps are part of the company’s transformation into a higher growth, higher margin and less cyclical specialty and sustainable materials provider.
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, building and construction, and tires. 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.
Cautionary 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.