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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):
April 10, 2026
Trinseo
PLC
(Exact name of registrant
as specified in its charter)
| Ireland |
|
001-36473 |
|
N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
440
East Swedesford Road, Suite 301,
Wayne,
Pennsylvania 19087
(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)) |
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 |
TSEOF |
N/A* |
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. ¨
*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
Update on Discussions with Financial Stakeholders
As previously disclosed, Trinseo PLC (the “Company,”
“we” or “us”) has been engaged in discussions with its financial stakeholders to review potential
alternatives regarding its capital structure, including refinancings, exchange offers, consent solicitations, the issuance of new
indebtedness, amendments to the terms of existing indebtedness, and/or other transactions. In connection with these discussions, the
Company previously elected to utilize contractually available grace periods for the payment of interest under certain of its debt
agreements. As previously disclosed, the Company entered into certain amendments and limited waivers with lenders under certain of
its credit facilities and elected not to make certain interest payments upon the expiration of the applicable grace periods for
payment of interest under certain of its debt agreements. This Current Report on Form 8-K is being filed to disclose the
entry by certain of the Company’s subsidiaries into (i) an amendment and limited waiver under the Company’s Accounts
Receivable Securitization Facility (as defined below) and (ii) an amendment to the Company’s SuperPriority Revolver (as
defined below), each as described below. The Company intends to continue discussions with its financial stakeholders regarding its
capital structure.
| ITEM 1.01 | Entry into Material Definitive Agreement. |
Securitization Waiver
On April 10, 2026 (the “Closing Date”), Trinseo Ireland
Global IHB Limited (the “Investment Manager”), Trinseo Holding S.à r.l. (“Trinseo Holding”), and Styron
Receivables Funding Designated Activity Company (the “Borrower”), direct and indirect wholly owned subsidiaries of the Company,
entered into an amendment and limited waiver (the “Securitization Waiver”) to the Credit and Security Agreement, dated as
of July 18, 2024, governing our accounts receivable securitization facility (as amended, the “Accounts Receivable Securitization
Facility”) by and among the Investment Manager, the Borrower, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral
agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto, pursuant to which the requisite amount of
lenders thereunder agreed to, among other things, (i) extend the temporary limited waiver of certain acceleration and collateral enforcement
rights and remedies under such facility until April 30, 2026 (subject to further extension by the requisite lenders), as a result of the
nonpayment of interest or principal beyond the applicable grace period under the Senior Loan Agreement, the Super HoldCo Second Lien Indenture
and the Super HoldCo Credit Agreement (each as defined in the Securitization Waiver) and certain related notice and cross-defaults, (ii)
reduce the advance rate thereunder from 92.5% to 90%, and (iii) amend certain other definitions, covenants and provisions thereunder.
In connection with the Securitization Waiver, the Borrower agreed to
pay a structuring fee on the Closing Date equal to 0.25% of the aggregate amount of revolving commitments under the Accounts Receivable
Securitization Facility.
The description of the Securitization Waiver included in this Current Report
on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Securitization Waiver,
a copy of which is attached hereto as Exhibit 10.1, and which is incorporated herein by reference.
Revolver Amendment
On April 10, 2026, Trinseo Luxco S.à r.l. (“Trinseo Luxco”),
Trinseo Holding, Trinseo Materials Finance, Inc. (together with Trinseo Holding, the “Borrowers”), Trinseo Ireland Global
IHB Limited, and Trinseo Services Ireland Limited, direct and indirect wholly owned subsidiaries of the Company, entered into an amendment
(the “Second Amendment”) to the credit agreement governing our super-priority revolving credit facility dated, 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 which, among other things, (i) the requisite amount of lenders thereunder agreed to, among other things, amend certain
definitions, covenants and provisions thereunder, and (ii) certain lenders agreed to provide incremental senior secured revolving credit
commitments (the “2026 Incremental Revolving Commitments”) to the Borrowers under the SuperPriority Revolver in an aggregate
principal amount of $50,000,000 (the “2026 Incremental Revolving Facility”).
Borrowings under the 2026 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 Incremental Revolving Facility and repaid may not be reborrowed. The entire outstanding principal amount (if any)
of the 2026 Incremental Revolving Facility is due and payable at maturity thereof. The 2026 Incremental Revolving Facility is scheduled
to mature on February 2, 2028.
On the Closing Date, the Borrowers made a borrowing of revolving loans
under the 2026 Incremental Revolving Facility in an aggregate principal amount of $10,400,000. The remaining amount of the 2026 Incremental
Revolving Commitments may be borrowed in up to two subsequent draws, subject to satisfaction of certain conditions. and liquidity requirements.
The revolving loans under the 2026 Incremental Revolving Facility bear interest at a rate per annum equal to, at the Borrowers’
election, either (i) a Term SOFR based rate (subject to a 0.00% floor), plus an applicable margin of 9.00%, or (ii) an alternate base
rate (subject to a 0.00% floor), plus an applicable margin of 8.00%. Interest payments under the 2026 Incremental Revolving Facility are
payable in kind on the applicable payment date thereof. In addition, the 2026 Incremental Revolving Facility provides for a quarterly
unused line fee on the unused portion of the 2026 Incremental Revolving Facility, at a rate per annum equal to 0.375%. In connection with
the Second Amendment, the Borrowers agreed to pay a closing fee to the lenders under the 2026 Incremental Revolving Facility, payable
in-kind on the Closing Date, in an amount equal to 3.50% of the aggregate amount of the 2026 Incremental Revolving Commitments.
The obligations of each Borrower under the 2026 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 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.
The description of the Second Amendment included in this Current Report
on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Second Amendment,
a copy of which is attached hereto as Exhibit 10.2, and which 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 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, outcome of discussions with our financial stakeholders regarding our capital structure; our ability to successfully
restructure our indebtedness through an in-court or out-of-court process; our ability to obtain necessary waivers, consents or amendments
from our lenders; our ability to successfully execute our overall business and transformation strategy; increased costs or disruption
in the supply of raw materials; deterioration of our credit profile limiting our access to commercial credit; compliance with laws and
regulations impacting our business; conditions in the global economy and capital markets; our current and future levels of indebtedness
and ability to service our debt; our ability to meet the covenants under our existing indebtedness; our ability to generate cash flows
from operations; our ability to successfully implement and complete proposed restructuring initiatives and to successfully generate cost
savings through such initiatives; 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. |
| 10.1 |
Limited Waiver and Third Amendment, dated as of April 10, 2026, to the Credit and Security Agreement dated as of July 18, 2024, by and among Trinseo Holding S.à r.l., Styron Receivables Funding Designated
Activity Company, Trinseo Ireland Global IHB Limited, GLAS USA LLC, as administrative agent, GLAS Americas LLC, as collateral agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto |
| 10.2* |
Second
Amendment, dated as of April 10, 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 |
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish
a copy of all omitted schedules and exhibits to the SEC upon its request.
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: April 13, 2026 |
|
|
