Trinseo (OTCM: TSEOF) equity wiped in $2.0B debt overhaul
Rhea-AI Filing Summary
Trinseo PLC has entered a Restructuring Support Agreement with a majority of its senior lenders to implement a pre-packaged Chapter 11 plan that will discharge and release approximately $2.0 billion of prepetition funded debt, cutting annual interest expense by about $140 million. Existing lenders are expected to receive 100% of the equity in the reorganized company, while current shareholders’ equity interests will be cancelled with no recovery. General unsecured claims, including trade creditors, vendors and suppliers, are expected to be treated as unimpaired, and the company plans to continue operating and paying employees and vendors in the ordinary course as debtors-in-possession. Trinseo also amended its super-priority revolving credit facility, adding a $25 million incremental revolving commitment that was fully drawn on May 13, 2026, and highlighted additional committed financing including about $158 million of debtor-in-possession financing and a $150 million accounts receivable facility.
Positive
- Debt reduction and interest savings: The restructuring framework will discharge about $2.0 billion of prepetition funded indebtedness and is expected to lower annual interest expense by approximately $140 million, materially improving the capital structure for post-emergence creditors.
- Liquidity support during Chapter 11: Trinseo has lined up roughly $158 million of debtor-in-possession financing, a $150 million accounts receivable facility, and a fully drawn $25 million incremental super-priority revolver to support ongoing operations through the process.
Negative
- Existing equity cancelled with no recovery: Holders of Trinseo’s existing equity interests are explicitly expected to have their shares cancelled and receive no recovery, representing a complete loss for current shareholders.
- Chapter 11 filing and going-concern risk: The company plans to file voluntary Chapter 11 cases to implement a pre-packaged plan, underscoring significant financial distress and introducing execution and court-approval risks around the restructuring.
Insights
Trinseo’s pre-pack Chapter 11 slashes debt but wipes out existing equity.
Trinseo has agreed an RSA with key lenders to implement a pre-packaged Chapter 11 plan that will cancel existing equity and exchange about $2.0 billion of funded debt for new recoveries, including 100% of the reorganized equity. Annual interest expense is expected to fall by roughly $140 million.
The plan framework keeps trade creditors and other non-funded general unsecured claims unimpaired, aiming to preserve operations and commercial relationships while the company operates as a debtor-in-possession. New liquidity support includes around $158 million in debtor-in-possession financing, a $150 million accounts receivable facility, and a fully drawn $25 million incremental super-priority revolver.
For creditors, the support from majority lenders and defined milestones provides a clearer path to emergence, subject to Bankruptcy Court and regulatory approvals. For shareholders, the explicit statement that existing equity interests will be cancelled with no recovery is a materially negative outcome that effectively transfers ownership to the company’s lenders.
8-K Event Classification
Key Figures
Key Terms
Restructuring Support Agreement financial
pre-packaged chapter 11 plan of reorganization regulatory
debtor-in-possession financing financial
general unsecured claims financial
Unimpaired financial
SuperPriority Revolver financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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* On March 23, 2026, the NYSE filed a Form 25 relating to the delisting from the NYSE of our ordinary shares. The delisting became effective on March 30, 2026. The ordinary shares will continue to trade over the counter under the symbol “TSEOF.”
EXPLANATORY NOTE
Debt Restructuring Pursuant to Restructuring Support Agreement with Majority of Senior Lenders
Pursuant to a restructuring support agreement with certain holders representing a majority of the Company Parties’ prepetition funded indebtedness (the “Restructuring Support Agreement”), Trinseo PLC (the “Company”) and certain of its subsidiaries and affiliates (collectively, the “Company Parties”) intend to implement a comprehensive restructuring of the Company Parties’ existing capital structure (the “Restructuring Transactions”) that will discharge and release approximately $2.0 billion of the Company Parties’ prepetition funded indebtedness (which is expected to reduce annual interest expense by approximately $140 million) in exchange for certain recoveries set forth in the Restructuring Support Agreement and further described below. The Restructuring Support Agreement contemplates effectuating the Restructuring Transactions through a joint Chapter 11 plan of reorganization (the “Plan”) to be filed by the applicable Company Parties (the “Debtors”) in cases to be commenced under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court,” and such cases, the “Chapter 11 Cases”). Pursuant to the Restructuring Support Agreement, supporting senior lenders have committed to support and vote for the Plan and use commercially reasonable efforts to consummate and complete the Restructuring Transactions. The Company Parties do not expect any operational impact from the Restructuring Transactions and plan to continue to operate and serve customers and pay vendors and employees in the ordinary course of business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Existing lenders will initially receive 100% of the reorganized Company's equity interests through the Restructuring Transactions. Holders of the Company’s Existing Equity Interests will have their equity interests cancelled and will receive no recovery. Capitalized terms used but not defined herein have the meanings given to them in the Restructuring Support Agreement and the term sheet attached thereto (the “Restructuring Term Sheet”).
This Current Report does not constitute an offer to sell or buy, or the solicitation of an offer to sell or buy, any securities, nor does it constitute a solicitation of acceptances or rejections of any Chapter 11 plan of reorganization within the meaning of Section 1125 of the Bankruptcy Code. Any solicitation or offer will be made only in compliance with applicable securities laws and/or the provisions of the Bankruptcy Code.
| ITEM 1.01 | Entry into Material Definitive Agreement. |
Restructuring Support Agreement
In connection with the Restructuring Transactions, on May 13, 2026, the Company Parties entered into the Restructuring Support Agreement with:
| · | Supporting Super HoldCo 1L Lenders holding approximately 98.0% of the aggregate outstanding principal amount of Super HoldCo 1L Claims under the Credit Agreement dated September 8, 2023 (as amended, the “Super HoldCo 1L Credit Agreement”) and 100% of the OpCo Intercompany Term Loans; |
| · | Supporting RCF Lenders holding approximately 100% of the aggregate outstanding principal amount of RCF Claims under the Credit Agreement dated January 17, 2025 (as amended, the “RCF Credit Agreement”); and |
| · | Supporting OpCo 2028 Term Lenders holding approximately 57.2% of the aggregate outstanding principal amount of OpCo 2028 Term Loan Claims under the Credit Agreement dated September 6, 2017 (as amended, the “OpCo Term Loan Credit Agreement”). |
The Restructuring Support Agreement contemplates the Restructuring Transactions through the cancellation, discharge and release of the Company Parties’ prepetition funded indebtedness in exchange for the recoveries set forth in the Restructuring Term Sheet, including, as applicable, reorganized common interests, cash, subscription rights and takeback term loans, to be effectuated through the Plan. In connection with the Restructuring Transactions, trade creditors and all other non-funded-debt General Unsecured Claims will be treated as Unimpaired. Holders of the Company’s Existing Equity Interests will have their equity interests cancelled and will receive no recovery.
Commitments and Representations. Each of the Company Parties, the Supporting Super HoldCo 1L Lenders, the Supporting RCF Lenders and the Supporting OpCo 2028 Term Lenders (collectively, the “Supporting Creditors”) have made certain customary commitments and representations in the Restructuring Support Agreement. The Company Parties have agreed, among other things, to support and take all commercially reasonable actions necessary and appropriate to facilitate the Restructuring Transactions, meet the milestones set forth in the Restructuring Support Agreement and obtain required regulatory approvals for the Restructuring Transactions. The Supporting Creditors have committed to the Company Parties, among other things, to support and vote for the Plan, use their commercially reasonable efforts to consummate and complete the Restructuring Transactions, consent to the incurrence of the DIP Facilities and the Company Parties’ use of cash collateral, and forbear from exercising remedies during the support period.
Milestones. The Restructuring Support Agreement contains milestones relating to the Chapter 11 Cases (the “Milestones”), which include the dates by which the Company Parties are required to, among other things, file certain motions and documents (including the Plan and Disclosure Statement) with the Bankruptcy Court, obtain certain orders of the Bankruptcy Court and consummate the Company Parties’ emergence from Chapter 11 protection. Among other dates set forth in the Restructuring Support Agreement, the Restructuring Support Agreement contemplates that the Company Parties:
| · | commence the Chapter 11 Cases no later than May 25, 2026; |
| · | obtain entry of the Interim DIP Order no later than four (4) calendar days following the Petition Date; |
| · | obtain entry of the Solicitation Procedures Order and conditional approval of the Disclosure Statement no later than four (4) Business Days following the Petition Date; |
| · | obtain entry of the Final DIP Order no later than thirty-five (35) calendar days following the Petition Date; |
| · | obtain entry of the Confirmation Order no later than sixty (60) calendar days following the Petition Date; and |
| · | cause the Plan Effective Date to occur on or before the Outside Date (defined as one hundred and eighty (180) days after the Petition Date, subject to extension for up to ninety (90) days if the Plan Effective Date has not occurred solely because of outstanding Regulatory Approvals and all other conditions to the Plan Effective Date have been satisfied). |
Termination. Each of the parties to the Restructuring Support Agreement may terminate the agreement (and thereby their support for the Plan) under certain limited circumstances, subject, in certain cases, to cure rights. The Company Parties may terminate the Restructuring Support Agreement upon, among other circumstances:
| · | certain material breaches of the Restructuring Support Agreement by the Supporting Creditors (provided that the Company Parties shall not have the right to terminate if the non-breaching Supporting Creditors still hold at least 66.7% of each of the Super HoldCo 1L Claims and the RCF Claims and at least 50.1% of the OpCo 2028 Term Loan Claims); |
| · | the failure of the Equity Rights Offering Commitment Parties to fund the Equity Rights Offering; |
| · | a Company Party’s board determining in good faith, upon the advice of outside counsel, that continued performance under the Restructuring Support Agreement would be inconsistent with applicable law or its fiduciary duties; or |
| · | certain actions by the Bankruptcy Court, including converting the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code, dismissing the Chapter 11 Cases or appointing an examiner or trustee. |
The Requisite Supporting Senior Creditors have termination rights that may be exercised upon, among other circumstances:
| · | the breach in any material respect by any Company Party of its covenants, obligations, representations, or warranties contained in the Restructuring Support Agreement that has a material adverse effect on the Requisite Supporting Senior Creditors and remains uncured for ten Business Days; |
| · | the failure to meet a Milestone that has not been waived or extended, where such failure is not the result of any act, omission or delay by the terminating Supporting Senior Creditors in breach of their obligations under the Restructuring Support Agreement; |
| · | certain actions by the Bankruptcy Court, including preventing the consummation of the Restructuring Transactions, dismissing the Chapter 11 Cases or converting any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; or |
| · | a Company Party’s determination to exercise a fiduciary out. |
The Requisite Supporting OpCo 2028 Term Lenders have termination rights that may be exercised upon, among other circumstances:
| · | the breach in any material respect by any Company Party of its covenants, obligations, representations, or warranties contained in the Restructuring Support Agreement that has a material adverse effect on the Requisite Supporting OpCo 2028 Term Lenders and remains uncured for ten Business Days; |
| · | certain actions by the Bankruptcy Court, including preventing the consummation of the Restructuring Transactions, dismissing the Chapter 11 Cases or converting any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; or |
| · | a Company Party’s determination to exercise a fiduciary out. |
The Restructuring Support Agreement will terminate automatically upon the Plan Effective Date and may be terminated by mutual written agreement of the Company Parties, the Requisite Supporting Senior Creditors and the Requisite Supporting OpCo 2028 Term Lenders.
Consummation. Consummation of the Restructuring Transactions contemplated by the Restructuring Support Agreement is subject to approval of the Plan by the Bankruptcy Court, required regulatory approvals (including antitrust clearance in the United States, Germany, South Korea, the European Commission and Sweden, and foreign investment clearance in France and Italy), satisfaction of the conditions to the Plan Effective Date, and completion of any Irish law implementation steps. Accordingly, no assurance can be given that the transactions described therein will be consummated.
Summary of Material Terms. The following is a summary of the material terms of the Restructuring Transactions that are set forth in the Restructuring Term Sheet:
| · | DIP Facilities. The Restructuring Support Agreement contemplates senior secured debtor-in-possession term loan facilities (collectively, the “DIP Facilities”), consisting of: |
| · | the OpCo DIP Facility, in the aggregate principal amount of $270.0 million, to be provided to the OpCo Debtors (as defined in the Restructuring Support Agreement) by the Supporting RCF Lenders (as defined in the Restructuring Support Agreement); and |
| · | the Super HoldCo DIP Facility, in the aggregate principal amount of $157.5 million, to be provided to the Super HoldCo Debtors by the Supporting Super HoldCo 1L Lenders. The DIP Facilities will be used to fund the Debtors’ operations during the Chapter 11 Cases. |
| · | Equity Rights Offering. The Restructuring Support Agreement contemplates a $450 million equity rights offering (the “Equity Rights Offering”), pursuant to which certain holders of Claims will be offered the right to purchase Reorganized Common Interests. The Equity Rights Offering Commitment Parties, consisting of the Supporting OpCo 2028 Term Lenders and the Supporting Super HoldCo 1L Lenders, have agreed to fully backstop the Equity Rights Offering pursuant to the terms of the Equity Rights Offering Commitment Letters. |
| · | Exit Financing. The Restructuring Support Agreement contemplates that, on the Plan Effective Date, the Reorganized Debtors (as defined in the Restructuring Support Agreement) will enter into: |
| · | a revolving credit facility (the “Exit RCF Facility”) in an aggregate principal amount of at least $200 million; and |
| · | a term loan facility (the “Exit Term Loan Facility”) in an aggregate principal amount of $850 million, in each case, on terms consistent with the Restructuring Term Sheet. |
| · | Postpetition A/R Facility. The Restructuring Support Agreement contemplates that the Company Parties will enter into a $150 million accounts receivable facility (the “Postpetition A/R Facility”) to provide additional liquidity during the Chapter 11 Cases. |
| · | Intercompany Settlement. The Restructuring Transactions include a settlement of all potential claims directly or indirectly related to the OpCo Intercompany Term Loans between the OpCo Company Parties, on one hand, and the OpCo Intercompany Term Lender, on the other hand, including the allowance of the OpCo 2028 Term Loan Claim held by certain of the Super HoldCo Company Parties in the aggregate principal amount of approximately $1.5 billion, plus all accrued interest as of the Petition Date. |
| · | Corporate Governance. Reorganized Parent will be a newly formed Delaware limited liability company. The New Corporate Governance Documents will contain customary protections for minority equity holders, including board appointment rights. |
| · | Irish Process. The Restructuring Support Agreement contemplates that the Restructuring Transactions may be implemented in part through an Irish examinership, liquidation, scheme of arrangement, receivership or other process under Irish law by or in respect of Trinseo PLC or any other Company Party in furtherance of the Restructuring Transactions. | |
The foregoing summary of the Restructuring Support Agreement, including the Restructuring Term Sheet, does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Restructuring Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Revolver Amendment
On May 13, 2026, Trinseo Luxco S.à r.l. (“Trinseo Luxco”), Trinseo Holding S.à r.l. (“Trinseo Holding”), and Trinseo Materials Finance, Inc. (together with Trinseo Holding, the “Borrowers”), entered into an amendment (the “Third Amendment”) to the credit agreement governing our super priority revolving credit facility, dated as of January 17, 2025 (as amended, the “SuperPriority Revolver”), by and among Trinseo Luxco, the Borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent. Pursuant to the Third Amendment, certain lenders (the “2026 May Incremental Revolving Credit Lenders”) agreed to provide incremental senior-secured revolving credit commitments (the “2026 May Incremental Revolving Commitments”) to the Borrowers under the SuperPriority Revolver in an aggregate principal amount of $25,000,000 (the “2026 May Incremental Revolving Facility”).
Borrowings under the 2026 May Incremental Revolving Facility may be used to fund working capital, for general corporate purposes, and for any other purposes not prohibited by the SuperPriority Revolver. Amounts borrowed under the 2026 May Incremental Revolving Facility and repaid may not be reborrowed. The entire outstanding principal amount (if any) of the 2026 May Incremental Revolving Facility is due and payable at maturity thereof. The 2026 May Incremental Revolving Facility is scheduled to mature on February 2, 2028.
The full amount of the 2026 May Incremental Revolving Facility was drawn on May 13, 2026. The Borrowers made a borrowing of revolving loans under the 2026 May Incremental Revolving Facility in an aggregate principal amount of $25,000,000. The revolving loans under the 2026 May Incremental Revolving Facility bear interest at a rate per annum equal to, at the Borrowers’ election, either:
| · | a Term SOFR based rate (subject to a 0.00% floor), plus an applicable margin of 9.00%; or |
| · | an alternate base rate (subject to a 0.00% floor), plus an applicable margin of 8.00%. Interest payments under the 2026 May Incremental Revolving Facility are payable in kind on the applicable payment date thereof. |
In addition, the 2026 May Incremental Revolving Facility provides for a quarterly unused line fee on the unused portion of the 2026 May Incremental Revolving Facility, at a rate per annum equal to 0.375%. In connection with the Third Amendment, the Borrowers agreed to pay a closing fee to the 2026 May Incremental Revolving Credit Lenders, payable in-kind on May 13, 2026 by capitalizing and adding such fee to the outstanding principal balance of the 2026 May Incremental Revolving Credit Loans, in an amount equal to 3.50% of the aggregate amount of the 2026 May Incremental Revolving Commitments.
The obligations of each Borrower under the 2026 May Incremental Revolving Facility are guaranteed by the same guarantors, and secured by the same collateral as the existing revolving facility under the SuperPriority Revolver. The 2026 May Incremental Revolving Facility is subject to substantially the same terms as the existing revolving facility under the SuperPriority Revolver, including with respect to representations and warranties, mandatory prepayments, affirmative and negative covenants, and events of default.
Senior Credit Facility Amendment
On May 13, 2026, Trinseo Luxco, Trinseo Holding, and Trinseo Materials Finance, Inc. (the “Co-Borrower,” and together with Trinseo Holdings, the “Borrowers”), entered into an amendment (the “Second Amendment”) to that certain Credit Agreement, dated as of September 6, 2017 (as amended, the “Senior Credit Agreement”), by and among Trinseo Luxco, the Borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent, pursuant to which the Consenting Lenders (as defined in the Second Amendment, constituting Required Lenders under the Senior Credit Agreement) agreed to amend certain provisions of the Senior Credit Agreement, including amending the Senior Credit Agreement to increase the cap on aggregate principal amount of loans outstanding under the Superpriority Credit Agreement (as defined in the Senior Credit Agreement) from $350,000,000 to $375,000,000 (excluding amounts paid in kind).
The descriptions of the Third Amendment and the Second Amendment included in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the complete terms of the Third Amendment and the Second Amendment, copies of which are attached hereto as Exhibit 10.2 and Exhibit 10.3, respectively, and which are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
Press Release
On May 13, 2026, the Company issued a press release announcing that the Debtors entered into the Restructuring Support Agreement. A copy of the press release is furnished as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.
Cleansing Material
The Company entered into confidentiality agreements (the “Confidentiality Agreements”) with certain holders of the Super HoldCo 1L Loans, the OpCo 2028 Term Loans, and the 2029 Notes (each as defined in the Restructuring Support Agreement) (the “Creditors”). The Confidentiality Agreements facilitated the Company’s ability to engage in discussions with the Creditors regarding one or more potential restructuring transactions (a “Potential Transaction”).
Pursuant to the Confidentiality Agreements, the Company agreed to publicly disclose certain confidential information previously disclosed to the Creditors (collectively, the “Cleansing Material”) upon the occurrence of certain events set forth in the Confidentiality Agreements. The Cleansing Material attached as Exhibit 99.2 hereto was prepared as of an earlier date and is being furnished in satisfaction of the Company’s public disclosure obligations under the Confidentiality Agreements.
The information set forth under this Item 7.01, including the materials attached as Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Third Amendment, the 2026 Incremental Revolving Facility, the Second Amendment, the Restructuring Support Agreement, the Restructuring Transactions, the Chapter 11 Cases, the Plan, debtor-in-possession financing, the Postpetition A/R Facility, use of cash collateral, exit financing, the Equity Rights Offering, the issuance of Reorganized Common Interests or other securities, the treatment of claims and interests, the expected cancellation of Existing Equity Interests and the Company’s financial position. These forward-looking statements are based upon current expectations and involve risks and uncertainties, including the Company’s ability to consummate the Restructuring Transactions on the terms contemplated by the Restructuring Term Sheet or at all; negotiate, execute and perform definitive documents; obtain Bankruptcy Court approval of the Plan, the DIP Facilities, cash collateral arrangements and other requested relief; obtain and consummate exit financing, the Postpetition A/R Facility and the Equity Rights Offering; satisfy or waive conditions to the Plan Effective Date, including any required governmental or regulatory approvals and Irish law implementation steps; and manage its business during the Chapter 11 Cases. Additional information and key risks applicable to these statements are described in the Company’s Annual Report on Form 10-K, under Part I, Item 1A — “Risk Factors,” and elsewhere in the Company’s other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. All forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements, except as required by law.
| ITEM 9.01 | Exhibits. |
| 10.1+ | Restructuring Support Agreement, dated as of May 13, 2026, by and among Trinseo PLC, certain of its subsidiaries and affiliates party thereto, and the Supporting Creditors party thereto |
| 10.2 | Third Amendment, dated as of May 13, 2026, to the Credit Agreement dated as of January 17, 2025, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., Trinseo Ireland Global IHB Limited, Trinseo Services Ireland Limited, Deutsche Bank AG New York Branch, as administrative agent, and the lenders party thereto |
| 10.3 | Second Amendment, dated as of May 13, 2026, to the Credit Agreement dated as of September 6, 2017, by and among Trinseo Luxco S.à r.l., Trinseo Holding S.à r.l., Trinseo Materials Finance, Inc., and the lenders party thereto |
| 99.1 | Press Release, dated May 13, 2026 |
| 99.2 | Cleansing Material |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
+ Portions of this exhibit (indicated by asterisks) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both not material and are the type that the Registrant treats as private or confidential.
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: May 13, 2026 | ||
Exhibit 99.1
Trinseo Takes Proactive Step to Strengthen Financial Foundation and to Drive Long-Term Sustainable Growth
Enters into Restructuring Support Agreement with majority of senior lenders to strengthen balance sheet and substantially reduce debt
Intends to execute agreement through pre-packaged plan of reorganization and expedited emergence
Receives commitment for ~$183 million in new financing to support continued operations
Maintaining uninterrupted delivery of leading specialty material solutions to customers worldwide
WAYNE, Pa., May 13, 2026 (BUSINESS WIRE) – Trinseo PLC (the “Company” or “Trinseo”) (OTCM: TSEOF), a specialty material solutions provider, today announced that it entered into a Restructuring Support Agreement (the “RSA”) with parties that hold a majority of its debt. This binding agreement will significantly reduce Trinseo’s debt obligations, strengthen its balance sheet and improve its long-term financial health. No concessions from employees, customers, vendors, or suppliers are part of this agreement.
By taking this proactive step, the Company expects to be better positioned to execute its long-term growth strategy and operate from a positive free cash flow position. The RSA represents the successful culmination of collaborative discussions with key lenders to restructure Trinseo's capital structure on an expedited basis while preserving the Company's market-leading position as a specialty material solutions provider.
“Since our founding, Trinseo has partnered with organizations to bring ideas to life through smart, sustainable material solutions—combining deep expertise, innovation and best-in-class materials,” said Frank Bozich, President and Chief Executive Officer of Trinseo. “With the support of our lenders, this agreement marks an important step forward to strengthen our balance sheet so we can continue to operate our business uninterrupted, drive innovation, support growth and manufacture the products that our customers rely on for decades to come. We’re confident that entering into this agreement will position us well for the future and we look forward to emerging from this process as a stronger organization, well-equipped to meet the needs of our partners around the world. We are deeply grateful to our employees for their continued dedication and hard work, and to our customers and partners for their support.”
Information Regarding the RSA
The Company has secured support from its key lenders for a comprehensive restructuring that will reduce its debt by approximately $2.0 billion and reduce annual interest expense by approximately $140 million. The restructuring will be implemented through a pre-packaged chapter 11 plan of reorganization, funded by a fully committed ~$158 million debtor-in-possession financing, a $150 million accounts receivable facility, as well as exit financing. Existing lenders will be receiving 100% of the reorganized Company’s equity. All holders of general unsecured claims, including trade creditors, vendors, and suppliers, will be unimpaired.
To implement the transactions under the RSA, the Company intends to finalize the plan of reorganization and subsequently file voluntary petitions under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas in the coming weeks. Trinseo expects to emerge from chapter 11 on an expedited basis. While the process will benefit the global organization, the chapter 11 filing is expected to be limited to certain of its U.S. affiliates, and certain non-operating affiliates outside the U.S. No other Trinseo affiliates are expected to be included in the chapter 11 filing.
Trinseo expects to conduct business uninterrupted both in the U.S. and globally, with a continued focus on supplying customers with the same high-quality products and services they value. Trinseo plans to file customary motions with the Bankruptcy Court to support ordinary-course operations including, but not limited to, a motion to pay outstanding claims of vendors and suppliers, and continue to pay its vendors and suppliers during the restructuring process. In addition, motions pertaining to customer and employee compensation and benefits programs will be submitted with the filing to ensure there will be no impact on customers and employees.
Additional details regarding the RSA will be provided in the Company’s Form 8-K to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
For additional information regarding the restructuring, please visit Trinseo’s dedicated microsite at www.StrengtheningTrinseo.com.
Trinseo is advised by Latham & Watkins LLP as legal advisor, Hunton Andrews Kurth LLP as co-counsel, Centerview Partners LLC as investment banker, and FTI Consulting as financial and communications advisor. An ad hoc group of Senior Secured Lenders is advised by Paul Hastings LLP and PJT Partners. An ad hoc group of Term Lenders is advised by Gibson, Dunn & Crutcher LLP and Lazard Frères & Co.
Increase to Revolving Credit Facility Borrowing Capacity
On May 13, 2026, the Company also announced that it had amended its super-priority revolving credit facility to increase its available capacity under the revolver by $25 million (the “Revolver Amendment”). The increased borrowing capacity will be used to fund working capital or for general corporate purposes, and allow the Company the flexibility to implement the transactions under the RSA in a timely manner. Additional details regarding the Revolver Amendment, including borrowing terms, maturity and interest rate, will be provided in the Company’s Form 8-K to be filed with the SEC.
About Trinseo
Trinseo (OTCM: TSEOF), 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 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 $3.0 billion in 2025. Discover more by visiting www.trinseo.com and connecting with Trinseo on LinkedIn, X, Facebook and WeChat.
Media Contact
Thom Sueta
Director, Corporate Communications
Phone: +1.267.216.7923
Email: media@trinseo.com
Rose Temple / Diana Sangiorgio
TrinseoComms@fticonsulting.com
Investor Contact
Bee van Kessel
SVP, Corporate Finance and Investor Relations
Phone: +1.835.235.0735
Email: investorrelations@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, 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 the Company’s current expectations and assumptions regarding its business, the economy, its 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 complete the transactions contemplated by the RSA, including the receipt of debtor-in-possession financing; our ability to implement the RSA by soliciting approval of a pre-packaged plan of reorganization and subsequently filing voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code; the timing of any Chapter 11 filing; our ability to reduce our debt obligations and interest expense; our ability to execute on our long-term growth strategy and operate from a positive free cash flow position; 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.
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Exhibit 99.2
1 Key Market Segments Outlook 2025 - 2030 • Growth in all chemistries and regions, beginning in 2027 and continuing through 2030 • Restocking in B&C and Auto beginning in 2027 • Positive penetration effects for ABS, PMMA and PC • India will be the fastest growth region for the foreseeable future TOTAL MARKET REGIONS APPLICATIONS +4% +1.7% NA +4%; EMEA +5% China +3%; NEA 0% India +7% Construction +4%; Auto +3%; E&E +3%; Appliances +3% MASS ABS +3% +2.3% NA +3%; EMEA 3% China +4%; NEA +2% India +6% E&E +4%; Auto +4%; Appliances +3%; Sheet & Films +3% PC +4% +1.6% NA +4%; EMEA 4% China 4%; NEA +1% India + 8% Construction +4%; Auto +3%; E&E +5%; Lighting +5%; Medical +5%; CapStock +10% PMMA +2% +1.4% NA +1%; EMEA +2% China +3%; NEA +1% India +10% Board +4%; Paper - 1% Textile +3%; CASE +4%; Battery +10% LATEX +2% +2.4% NA +2%; EMEA +3% China 1%; NEA 0% India +8% Construction +3%; Packaging +1%; Electrical/Appliance +2% PS Source: 3 rd - party market analysis
2 UNDERLYING ASSUMPTIONS KEY PRODUCTS ▪ GDP: c.+3% p.a. 2025 - 30 ▪ Prolonged market weakness into 2026, with recovery from 2027 ▪ Crude oil prices remain broadly stable and don’t materially impact GDP WORLD ▪ GDP: c.+2% p.a. 2025 - 30 ▪ Renormalization of stock levels to begin post 2027 in phased manner over 2027 - 30, as customers hedge purchases ▪ Continued anti - dumping tariff regime vs China, and continued modest tariffs for EU/UK/NEA per latest trade agreements of Trump administration NAM ▪ GDP: c.+2% p.a. 2025 - 30 ▪ Renormalization of stock levels to begin post 2027 in phased manner over 2027 - 30, as customers hedge purchases ▪ Continuation of today’s limited tariff regime on Asian imports EUROPE ▪ GDP: c.+4% p.a. 2025 - 30 for China and SEA, c..+1% p.a. for NEA and c.+6% p.a. for India ▪ Stock levels: same as above APAC Current Macroeconomic and Geopolitical Assumptions Source: 3 rd - party market analysis
3 Approach / Assumptions Approach Assumptions Trinseo developed its forecast based on historical trends; market research; and analyst predictions. Key forecast inputs are bac ked up by third - party and internal data. The long - term plan is built from a business baseline with initiatives added on top The baseline is made up of the current business and how it is expected to perform given market dynamics » 2026 : based on internal annual planning process bottoms - up » 2027 to 2030 : baseline volume and margin based on input from Advancy December 2025 analysis Specific initiatives are layered on top of the baseline input, split into the following categories: » Growth » Sustainability Asset Sales and Closures » Rho and Porto Marghera, Italy MMA closure starting in Q4 2025 » $20MM annual EBITDA benefit » $47MM total restructuring cost with $9MM in 2026 » Schkopau , Germany Polystyrene (“PS”) closure at year - end 2025 » $10MM annual EBITDA benefit » $19MM total restructuring cost with $11MM in 2026 Fixed Costs » Fixed cost productivity offsets half of inflation » Inflation of 3% resulting in baseline net fixed cost increase of ~$10MM Working Capital » Working capital days throughout the forecast consistent with year - end 2026 CapEx » Maintenance is ~$35MM annually » Additional CapEx to support known growth and sustainability initiatives, including $18MM in 2026, $10MM in 2027, and $5MM or less per year thereafter Other » Detailed raw material forecast developed for 2026, resulting in roughly flat year - over - year composite pricing; raw material costs assumed flat through 2030
4 2026E Adj EBITDA ex Timing 2025 - 2026 Adj. EBITDA Bridge 2025 to 2026 Change in Adj EBITDA ($ in MMs) » Bonus Accrual: Performance Award accrual assumed at 100% payout in comparison to 55% accrual in 2025 » Stade Shutdown: Net year - over - year impact of Stade closure and Stade PC last time buy » PC License Sale: Sales of PC license to Deepak in 2025 (one - time) » Corporate Restructuring: Remaining incremental benefit from program announced in September 2024 » Asset Rationalization Actions: Benefit of Italy MMA and Germany polystyrene closures » Pricing and Other Share Actions: Weak demand environment, low operating rates and increased import competition required disciplined pricing actions to defend share. Targeted growth initiatives in Battery, sustainable and automotive grades in Asia, in addition to solid surface and AB S i n North America » Inventory Build / Draw / Other: Higher fixed costs from growth initiatives offset by fixed cost under - absorption in 2025 from inventory reduction actions Commentary $179 $166 $215 2025A Adj EBITDA ex Timing Bonus Accrual 2025 Normalized Stade Shutdown PC License Sale Italy MMA Shutdown Schkopau Shutdown Corporate Restructuring AmSty Pricing and Other Share Actions $(13) $4 $10 $17 $48 $14 $(26) $(13) Build / Draw / Other $(5)
5 Business Plan Overview Adj EBITDA - ($ in MMs) Commentary » Profitability declined from 2024 to 2025 from worsening demand, which was partially offset by restructuring initiatives » Baseline (excl. initiatives) annualized volume growth of ~3% from 2025 - 2030, with flat unit variable margins » Cost, sustainability and other growth initiatives layered on top » Significant cost initiatives recently executed and are included in the baseline (e.g. Corporate restructuring, Italy MMA closure, German Polystyrene closure), delivering ~$65MM benefit in 2026 » Growth and sustainability initiatives reflect delays from worsening market conditions, and have been de - risked in comparison to the previous long - term forecast $312 $154 $204 $163 $216 $250 $280 $302 $330 2022A 2023A 2024A 2025A 2026E 2027E 2028E 2029E 2030E Financial Overview - (kt, $ in MMs) 2026E 2027E 2028E 2029E 2030E Q2 Q3 Q4 FY FY FY FY Volume (kt) 347 344 341 1,452 1,500 1,533 1,568 Revenue 768$ 763$ 736$ 3,145$ 3,277$ 3,377$ 3,485$ Adj EBITDA ex Timing 58$ 60$ 49$ 250$ 280$ 302$ 330$ Timing (Fav)/Unfav (0) 1 2 - - - - Adj EBITDA 58$ 58$ 47$ 250$ 280$ 302$ 330$
6 Free Cash Flow Annual UFCF - ($ in MMs) Commentary » CapEx includes ~$35MM annually for maintenance, which reflects our footprint reductions from the past several years » There is additional CapEx to support known growth and sustainability initiatives, including $18MM in 2026, $10MM in 2027, and $5MM or less per year thereafter » Restructuring costs are mainly for asset closures such as Italy MMA, Stade PC, and Schkopau PS » 2026 UFCF forecast does not contemplate restructuring actions and near - term liquidity pressure $149 $267 $128 $77 $101 $127 $161 $218 $245 $0 $100 $200 $300 2022A 2023A 2024E 2025A 2026E 2027E 2028E 2029E 2030E Unlevered Free Cash Flow - ($ in MMs) 2026E 2027E 2028E 2029E 2030E Q2 Q3 Q4 FY FY FY FY Adj EBITDA 58$ 58$ 47$ 250$ 280$ 302$ 330$ JV, net (4) 4 4 - 5 10 - Cash Taxes (6) (6) (6) (26) (30) (34) (38) CapEx, net (13) (13) (13) (53) (48) (40) (38) Turnarounds (1) (1) (1) (4) (3) (4) (1) Restructuring (11) (8) (7) (31) (14) (9) - Working Capital / Other (6) (5) 65 (10) (28) (7) (7) Unlevered Free Cash Flow 18$ 28$ 89$ 127$ 161$ 218$ 245$
7 Segment Financial Overview Financial Overview - (kt, $ in MMs) 1 2026E 2027E 2028E 2029E 2030E Q2 Q3 Q4 FY FY FY FY Volume (kt) Engineered Materials 77 77 74 322 341 354 370 Latex Binders 99 99 96 407 420 430 438 Polymer Solutions 171 169 171 724 739 750 760 Total Volume 347 344 341 1,452 1,500 1,533 1,568 Revenue Engineered Materials 280 280 264 1,169 1,244 1,306 1,382 Latex Binders 204 204 196 832 863 886 904 Polymer Solutions 284 280 277 1,143 1,169 1,185 1,199 Total Revenue 768$ 763$ 736$ 3,145$ 3,277$ 3,377$ 3,485$ Adj EBITDA Engineered Materials 29$ 26$ 19$ 122$ 138$ 147$ 161$ Latex Binders 20 22 20 91 100 105 109 Polymer Solutions 19 21 18 82 87 90 91 Americas Styrenics 11 11 11 45 45 50 60 Corporate (22) (22) (21) (90) (90) (90) (90) Total Adj EBITDA 58$ 58$ 47$ 250$ 280$ 302$ 330$
