Trinseo PLC 8-K/A, filed Oct 30, 2023
Trinseo PLC (TSEOQ)
About this 8-K/A
Trinseo PLC filed this 8-K/A on October 30, 2023, reporting on events of August 17, 2023.
Items reported
- Item 2.05: Exit or restructuring costs
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 26, 2023 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
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Explanatory Note
This Current Report on Form 8-K/A (this “Current Report”) amends the Current Report on Form 8-K filed by Trinseo PLC (the “Company”) with the Securities and Exchange Commission on August 17, 2023 (the “Original Report”) and is being filed in order to update and supplement the Company’s disclosure under Item 2.05 of the Original Report, to disclose the expansion of the scope of the Plan. The Original Report otherwise remains unchanged.
ITEM 2.05 Costs Associated with Exit or Disposal Activities.
As previously disclosed in the Original Report, on August 17, 2023, the management team of the Company, upon authorization from the Company’s Board of Directors, approved a restructuring plan (the “Plan”) designed to optimize its PMMA sheet network, primarily in Europe, including the consolidation of manufacturing operations. The Plan included closure of certain plants and product lines, including (i) closure of manufacturing operations at the Company’s PMMA cast sheets plant in Bronderslev, Denmark, (ii) closure of manufacturing operations at the Company’s PMMA continuous sheet plant in Belen, New Mexico, and (iii) closure of its PMMA extruded sheet production line at its Rho, Italy plant. The Plan also included certain other workforce reductions to streamline the Company’s internal general & administrative network.
On October 26, 2023, the management team of the Company, with authorization from the Company’s Board of Directors, approved additional actions to discontinue styrene production at the Company’s Terneuzen, the Netherlands plant, decommission the styrene plant assets, as well as related workforce reductions.
These additional actions are expected to result in estimated restructuring charges of $58 million to $68 million, consisting of approximately $19 million to $21 million of asset-related charges, primarily for accelerated depreciation; approximately $20 million to $23 million related to decommissioning costs; approximately $16 million to $19 million of contract terminations and other costs; and $3 million to $5 million of severance benefits to affected employees. Actions are expected to be substantially completed by the end of 2025. The anticipated future cash payments associated with these charges, primarily related to decommissioning, contract termination costs and severance benefits are expected to be approximately $32 million to $40 million with substantially all payments to be made by the end of 2025.
All other charges and costs disclosed within the Original Report have been confirmed with no material changes.
ITEM 8.01 Other Events.
A copy of the press release announcing the Terneuzen closure is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
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 business, the economy, our current indebtedness, 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 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; our ability to successfully implement proposed restructuring initiatives, including the closure of certain plants and product lines, and to successfully generate cost savings and increase profitability; 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 meet the covenants under our existing indebtedness; 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, the Company’s 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. The Company undertakes 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 9.01 | Exhibits. |
99.1 | |
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/ David Stasse | |
Name: | David Stasse | |
Title: | Executive Vice President and Chief Financial Officer | |
Date: October 30, 2023 | ||
Exhibit 99.1
Trinseo Completes Strategic Network Optimization Initiative with
Closure of Terneuzen, the Netherlands Styrene Manufacturing Operations.
-Closure effective November 1, 2023
-Follows previously announced closures of PMMA sheets operations in Bronderslev, Denmark, Belen, New Mexico and extruded sheets line in Rho, Italy
-Supports continued transformation of the company’s portfolio to focus on sustainability-driven innovation and a further optimized global operating network
WAYNE, Pa.--(BUSINESS WIRE)-- Trinseo (“Trinseo” or “the Company”) (NYSE: TSE), a specialty material solutions provider, today announced its decision to discontinue operations at its ethylbenzene styrene monomer (EBSM) manufacturing facility in Terneuzen, the Netherlands. This decision was made following the completion of joint negotiations with the Works Council in Terneuzen. The plant is scheduled to officially cease operations in November 2023. With the closure of the EBSM facility, the company will purchase of all of its styrene needs from third party suppliers to support its downstream businesses.
The Company also recently announced the closure of its PMMA sheet operations in Bronderslev, Denmark, Belen, New Mexico, and Rho, Italy, as well as cost saving measures including headcount and other reductions. Materials produced at the closed PMMA sheet plants will now be produced by other facilities within the global network, primarily Saint-Avold, France, and Florence, Kentucky, USA.
In aggregate, these initiatives are expected to result in annual cost savings of approximately $75 million. The anticipated future cash payments associated with these actions are approximately $50 million, with $35 million of this expected to be incurred in 2024.
“Decisions like this that impact the livelihoods of our colleagues are never easy, and this decision in no way reflects on the capabilities of our dedicated teammates in Terneuzen, or at other operations that were part of this optimization effort,” said CEO Frank Bozich. “Given reduced European demand and global styrene capacity additions, we believe that we will be able to support our downstream business effectively through market purchases with lower carbon, capital and energy intensity for the foreseeable future,” added Bozich.
These latest restructuring actions, in combination with lower natural gas hedge losses, are expected to result in a sequential profitability improvement of $100 million in 2024.
About Trinseo
Trinseo (NYSE: TSE), a specialty material solutions provider, partners with companies to bring ideas to life in an imaginative, smart and sustainably focused manner by combining its premier expertise, forward-looking innovations and best-in-class materials to unlock value for companies and consumers.
From design to manufacturing, Trinseo taps into decades of experience in diverse material solutions to address customers’ unique challenges in a wide range of industries, including building and construction, consumer goods, medical and mobility.
Trinseo’s approximately 3,300 employees bring endless creativity to reimagining the possibilities with clients all over the world from the company’s locations in North America, Europe and Asia Pacific. Trinseo reported net sales of approximately $5.0 billion in 2022. Discover more by visiting www.trinseo.com and connecting with Trinseo on LinkedIn, Twitter, Facebook and WeChat.
Cautionary Note on Forward-Looking Statements
This press release 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 business, the economy, our current indebtedness 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 successfully execute our business and transformation strategy; increased costs or disruption in the supply of raw materials; increased energy costs; our ability to successfully implement proposed restructuring initiatives, including the closure of certain plants and product lines, and to successfully generate cost savings and increase profitability; compliance with laws and regulations impacting our business; conditions in the global economy and capital markets; our ability to meet the covenants under our existing indebtedness; 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 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.
Trinseo | ||
Andy Myers | ||
Tel : +1 610-240-3221 | ||
Email: aemyers@trinseo.com |