Trinseo PLC (NYSE: TSE), a specialty material solutions provider
(“Trinseo” or the “Company”), today announced the
expiration and final results of the previously announced private
exchange offer (the “Exchange Offer”) by Trinseo Luxco
Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC (the “New
Issuers”), pursuant to which eligible holders of outstanding
5.125% Senior Notes due 2029 (the “Existing Notes”) issued
by Trinseo Holding S.à r.l., and Trinseo Materials Finance, Inc.
(the “Existing Issuers”) had the opportunity to exchange
their Existing Notes for new 7.625% Second Lien Secured Notes due
2029 of the New Issuers (the “New Notes”).
As of the expiration of the Exchange Offer at 5:00 pm, New York
City time, on January 15, 2025, approximately $446.5 million
aggregate principal amount of the Existing Notes were validly
tendered and not validly withdrawn in connection with the Exchange
Offer, representing 99.88% of the total outstanding principal
amount of the Existing Notes.
The settlement of the Exchange Offer and Consent Solicitation
(as defined herein) is expected to occur on January 17, 2025 (the
“Settlement Date”), upon which the New Issuers will issue
approximately $379.5 million aggregate principal amount of New
Notes, respecting $850 principal amount of New Notes per $1,000
principal amount of Existing Notes validly tendered and accepted in
the Exchange Offer. On the Settlement Date, in addition to the
exchange consideration noted above, the New Issuers will pay in
cash accrued and unpaid interest on the Existing Notes accepted in
the Exchange Offer from the latest interest payment date thereon
to, but excluding, the Settlement Date. Interest on the New Notes
will accrue from the date of first issuance of New Notes.
In connection with the Exchange Offer, the Existing Issuers also
solicited consents with respect to the Existing Notes (the
“Consent Solicitation”) from eligible holders of the
Existing Notes to adopt certain proposed amendments to the
indenture governing the Existing Notes (the “Existing Notes
Indenture”), to, among other things, eliminate or waive
substantially all of the restrictive covenants, eliminate certain
events of default, release the existing subsidiary guarantees of
the Existing Notes and modify and eliminate certain other
provisions, including the covenant regarding future guarantors in
the Existing Notes Indenture (the “Proposed Amendments”).
The Company received the requisite consents from the holders of the
Existing Notes to adopt the proposed amendments to the Existing
Notes Indenture, and the Existing Issuers have will enter a
supplemental indenture with the trustee under the Existing Notes
Indenture to reflect the proposed amendments, which will become
operative upon the Settlement Date. For additional details on the
Exchange Offer and the Consent Solicitation, please refer to the
Company’s press release issued on December 16, 2024.
The Company also expects to consummate certain additional
transactions contemplated by the previously announced transaction
support agreement on the Settlement Date.
This press release is for information purposes only and is not
an offer to purchase or sell, a solicitation of an offer to
purchase or sell or a solicitation of consents with respect to, any
securities.
The New Notes and the Existing Notes have not been and will not
be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws and may not
be offered or sold in the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. There shall not be any sale of the New Notes
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
Ropes & Gray LLP served as legal counsel, Centerview
Partners LLC served as investment banker, and FTI Consulting served
as financial advisor to Trinseo. Goldman Sachs served as dealer
manager and solicitation agent.
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 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 $3.7 billion in 2023.
Cautionary Note on Forward-Looking Statements
This press release contains certain forward-looking 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,” “estimate,” “see,” “outlook,”
“will,” “may,” “might,” “tend,” “assume,” “potential,” “likely,”
“target,” “plan,” “contemplate,” “seek,” “attempt,” “should,”
“could,” “would” or expressions of similar meaning. Examples of
forward-looking statements include, without limitation, statements
concerning the expected timing of the closing of the transactions
contemplated by the transaction support agreement and related
transactions and other statements which are not statements of
historical facts. 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. Specific factors that may cause future
results to differ from those expressed by the forward-looking
statements, or otherwise impact performance or other predictions of
future actions have, in many but not all cases, been identified in
connection with specific forward-looking statements. Factors that
might cause future results to differ from those expressed by the
forward-looking statements include, but are not limited to, the
Company’s ability to achieve the anticipated benefits from the
transactions contemplated by the Exchange Offer and Consent
Solicitation; other risks related to the completion of the
transactions contemplated by the Exchange Offer and Consent
Solicitation and actions related thereto; our ability to
successfully implement proposed restructuring initiatives,
including the closure of certain plants and product lines, and to
successfully generate cost savings through restructuring and cost
reduction initiatives; and those discussed in our Annual Report on
Form 10-K filed with the SEC on February 23, 2024, under Part I,
Item 1A – Risk Factors, our Quarterly Report on Form 10-Q filed
with the SEC on November 7, 2024, and elsewhere in our other
reports and filings 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. They are neither statements of
historical fact nor guarantees or assurances of future performance.
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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version on businesswire.com: https://www.businesswire.com/news/home/20250115231857/en/
Trinseo Contact: Bee van Kessel Tel : +41 44 718 3685 Email:
bvankessel@trinseo.com
Trinseo (NYSE:TSE)
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부터 12월(12) 2024 으로 1월(1) 2025
Trinseo (NYSE:TSE)
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부터 1월(1) 2024 으로 1월(1) 2025