Trinseo plc

19/11/2024 | Press release | Distributed by Public on 19/11/2024 21:16

Amendment to Current Report Form 8 K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2024

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

TSE

New York Stock Exchange

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.

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 September 30, 2024 (the "Original Report") and is being filed in order to update the Company's disclosure under Item 2.05 of the Original Report to correct the restructuring charges related to the Company's 2024 Restructuring 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 September 26, 2024, the Board of Directors of Trinseo PLC (the "Company") approved a restructuring plan (the "2024 Restructuring Plan") designed to reduce costs by streamlining commercial and operational activities and to further improve profitability and better position the Company for longer term growth and cash flow generation. The 2024 Restructuring Plan included: (i) combining the management of its Engineered Materials, Plastics Solutions and Polystyrene businesses, effective October 1, 2024, (ii) a reduction in workforce of supporting functions and (iii) exit of virgin polycarbonate production at its Stade, Germany production facility.

On November 13, 2024, the Company announced it entered into agreements to supply a polycarbonate technology license and proprietary polycarbonate production equipment in Stade, Germany to an affiliate of Deepak Nitrite Limited (Deepak) for use in India. In connection with this sale of polycarbonate manufacturing assets, the Company has decided to decommission the Stade, Germany polycarbonate plant (the "Stade Shutdown") and expects to incur certain restructuring and other charges.

In connection with the Stade Shutdown and the 2024 Restructuring Plan, the Company expects to record total pre-tax restructuring charges of $76 million to $97 million, principally comprised of approximately $21 million to $26 million related to decommissioning and demolition costs, approximately $27 million to $31 million of contract terminations and other costs, and approximately $25 million to $26 million related to severance and related benefit costs. Additionally, asset-related charges of approximately $3 million to $14 million will also be incurred as determined by the outcome of the Deepak transaction. Actions are expected to be substantially completed by the end of 2027. The anticipated future total cash payments associated with the 2024 Restructuring Plan and Stade Shutdown are now expected to be approximately $69 million to $79 million with substantially all payments to be made by the end of 2027.

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, accessibility of debt markets, 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 sale of polycarbonate production equipment from our Stade, Germany plant; our ability to successfully implement proposed restructuring initiatives and to successfully generate cost savings and increase profitability through such initiatives; our ability to successfully execute our 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; increased energy costs; compliance with laws and regulations impacting our business; any disruptions in production at our chemical manufacturing facilities, including those resulting from accidental spills or discharges; 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; 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.

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: November 19, 2024