{"url_path":"/sec/tseof/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1519061/0001104659-26-060590-index.html","accession_number":"0001104659-26-060590","cik":"0001519061","ticker":"TSEOQ","issuer_name":"Trinseo PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1519061/0001104659-26-060590-index.html","primary_entity_key":"0001519061","primary_entity_name":"Trinseo PLC"},"word_count":2398,"has_tables":true,"body_markdown":"**ITEM 1.01****Entry into Material Definitive Agreement.**\n\n \n\n**Restructuring Support Agreement**\n\n \n\nIn\nconnection with the Restructuring Transactions, on May 13, 2026, the Company Parties entered into the Restructuring Support\nAgreement with:\n\n \n\n·Supporting Super HoldCo 1L Lenders holding approximately 98.0% of the aggregate outstanding principal amount of Super HoldCo 1L\nClaims under the Credit Agreement dated September 8, 2023 (as amended, the “Super\nHoldCo 1L Credit Agreement”) and 100% of the OpCo Intercompany Term Loans;\n\n \n\n·Supporting RCF Lenders holding approximately 100% of the aggregate outstanding principal amount of RCF Claims under the Credit\nAgreement dated January 17, 2025 (as amended, the “RCF Credit\nAgreement”); and\n\n \n\n·Supporting OpCo 2028 Term Lenders holding approximately 57.2% of the aggregate outstanding principal amount of OpCo 2028 Term\nLoan Claims under the Credit Agreement dated September 6, 2017 (as amended, the “OpCo\nTerm Loan Credit Agreement”).\n\n \n\nThe Restructuring Support Agreement contemplates\nthe Restructuring Transactions through the cancellation, discharge and release of the Company Parties’ prepetition funded indebtedness\nin exchange for the recoveries set forth in the Restructuring Term Sheet, including, as applicable, reorganized common interests, cash,\nsubscription rights and takeback term loans, to be effectuated through the Plan. In connection with the Restructuring Transactions, trade\ncreditors and all other non-funded-debt General Unsecured Claims will be treated as Unimpaired. Holders of the Company’s Existing\nEquity Interests will have their equity interests cancelled and will receive no recovery.\n\n \n\n \n\n \n\n \n\n*Commitments\nand Representations.* Each of the Company Parties, the Supporting Super HoldCo 1L Lenders, the Supporting RCF Lenders and the\nSupporting OpCo 2028 Term Lenders (collectively, the “Supporting Creditors”) have made certain customary commitments\nand representations in the Restructuring Support Agreement. The Company Parties have agreed, among other things, to support and take all\ncommercially reasonable actions necessary and appropriate to facilitate the Restructuring Transactions, meet the milestones set forth\nin the Restructuring Support Agreement and obtain required regulatory approvals for the Restructuring Transactions. The Supporting Creditors\nhave committed to the Company Parties, among other things, to support and vote for the Plan, use their commercially reasonable efforts\nto consummate and complete the Restructuring Transactions, consent to the incurrence of the DIP Facilities and the Company Parties’\nuse of cash collateral, and forbear from exercising remedies during the support period.\n\n \n\n*Milestones.*\nThe Restructuring Support Agreement contains milestones relating to the Chapter 11 Cases (the “Milestones”), which\ninclude the dates by which the Company Parties are required to, among other things, file certain motions and documents (including the\nPlan and Disclosure Statement) with the Bankruptcy Court, obtain certain orders of the Bankruptcy Court and consummate the Company Parties’\nemergence from Chapter 11 protection. Among other dates set forth in the Restructuring Support Agreement, the Restructuring Support Agreement\ncontemplates that the Company Parties:\n\n \n\n·commence the Chapter 11 Cases no later than May 25, 2026;\n\n \n\n·obtain entry of the Interim DIP Order no later than four (4) calendar days following the Petition Date;\n\n \n\n·obtain entry of the Solicitation Procedures Order and conditional approval of the Disclosure Statement no later than four (4) Business\nDays following the Petition Date;\n\n \n\n·obtain entry of the Final DIP Order no later than thirty-five (35) calendar days following the Petition Date;\n\n \n\n·obtain entry of the Confirmation Order no later than sixty (60) calendar days following the Petition Date; and\n\n \n\n·cause the Plan Effective Date to occur on or before the Outside Date (defined as one hundred and eighty (180) days after the Petition\nDate, subject to extension for up to ninety (90) days if the Plan Effective Date has not occurred solely because of outstanding Regulatory\nApprovals and all other conditions to the Plan Effective Date have been satisfied).\n\n \n\n*Termination.*\nEach of the parties to the Restructuring Support Agreement may terminate the agreement (and thereby their support for the Plan) under\ncertain limited circumstances, subject, in certain cases, to cure rights. The Company Parties may terminate the Restructuring Support\nAgreement upon, among other circumstances:\n\n \n\n·certain material breaches of the Restructuring Support Agreement by the Supporting Creditors (provided that the Company Parties shall\nnot 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\nand the RCF Claims and at least 50.1% of the OpCo 2028 Term Loan Claims);\n\n \n\n·the failure of the Equity Rights Offering Commitment Parties to fund the Equity Rights Offering;\n\n \n\n·a Company Party’s board determining in good faith, upon the advice of outside counsel, that continued performance under the\nRestructuring Support Agreement would be inconsistent with applicable law or its fiduciary duties; or\n\n \n\n·certain actions by the Bankruptcy Court, including converting the Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code,\ndismissing the Chapter 11 Cases or appointing an examiner or trustee.\n\n \n\nThe Requisite Supporting Senior Creditors have\ntermination rights that may be exercised upon, among other circumstances:\n\n \n\n·the breach in any material respect by any Company Party of its covenants, obligations, representations, or warranties contained in\nthe Restructuring Support Agreement that has a material adverse effect on the Requisite Supporting Senior Creditors and remains uncured\nfor ten Business Days;\n\n \n\n·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\ndelay by the terminating Supporting Senior Creditors in breach of their obligations under the Restructuring Support Agreement;\n\n \n\n \n\n \n\n \n\n·certain actions by the Bankruptcy Court, including preventing the consummation of the Restructuring Transactions, dismissing the Chapter\n11 Cases or converting any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; or\n\n \n\n·a Company Party’s determination to exercise a fiduciary out.\n\n \n\nThe Requisite Supporting OpCo 2028 Term Lenders\nhave termination rights that may be exercised upon, among other circumstances:\n\n \n\n·the breach in any material respect by any Company Party of its covenants, obligations, representations, or warranties contained in\nthe Restructuring Support Agreement that has a material adverse effect on the Requisite Supporting OpCo 2028 Term Lenders and remains\nuncured for ten Business Days;\n\n \n\n·certain actions by the Bankruptcy Court, including preventing the consummation of the Restructuring Transactions, dismissing the Chapter\n11 Cases or converting any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; or\n\n \n\n·a Company Party’s determination to exercise a fiduciary out.\n\n \n\nThe Restructuring Support Agreement will terminate\nautomatically upon the Plan Effective Date and may be terminated by mutual written agreement of the Company Parties, the Requisite Supporting\nSenior Creditors and the Requisite Supporting OpCo 2028 Term Lenders.\n\n \n\n*Consummation.*\nConsummation of the Restructuring Transactions contemplated by the Restructuring Support Agreement is subject to approval of the Plan\nby the Bankruptcy Court, required regulatory approvals (including antitrust clearance in the United States, Germany, South Korea, the\nEuropean Commission and Sweden, and foreign investment clearance in France and Italy), satisfaction of the conditions to the Plan Effective\nDate, and completion of any Irish law implementation steps. Accordingly, no assurance can be given that the transactions described therein\nwill be consummated.\n\n \n\n*Summary\nof Material Terms.* The following is a summary of the material terms of the Restructuring Transactions that are set forth in\nthe Restructuring Term Sheet:\n\n \n\n·*DIP Facilities.* The Restructuring Support Agreement contemplates senior secured debtor-in-possession term loan facilities (collectively,\nthe “DIP Facilities”), consisting of:\n\n \n\n·the OpCo DIP Facility, in the aggregate principal amount of $270.0 million, to be provided to the OpCo Debtors (as defined in the\nRestructuring Support Agreement) by the Supporting RCF Lenders (as defined in the Restructuring Support Agreement); and\n\n \n\n·the Super HoldCo DIP Facility, in the aggregate principal amount of $157.5 million, to be provided to the Super HoldCo Debtors by\nthe Supporting Super HoldCo 1L Lenders. The DIP Facilities will be used to fund the Debtors’ operations during the Chapter 11 Cases.\n\n \n\n·*Equity Rights Offering.* The Restructuring Support Agreement contemplates a $450 million equity rights offering (the “Equity\nRights Offering”), pursuant to which certain holders of Claims will be offered the right to purchase Reorganized Common Interests.\nThe Equity Rights Offering Commitment Parties, consisting of the Supporting OpCo 2028 Term Lenders and the Supporting Super HoldCo 1L\nLenders, have agreed to fully backstop the Equity Rights Offering pursuant to the terms of the Equity Rights Offering Commitment Letters.\n\n \n\n·*Exit Financing.* The Restructuring Support Agreement contemplates that, on the Plan Effective Date, the Reorganized Debtors\n(as defined in the Restructuring Support Agreement) will enter into:\n\n \n\n·a revolving credit facility (the “Exit RCF Facility”) in an aggregate principal amount of at least $200 million;\nand\n\n \n\n·a term loan facility (the “Exit Term Loan Facility”) in an aggregate principal amount of $850 million, in each\ncase, on terms consistent with the Restructuring Term Sheet.\n\n \n\n \n\n \n\n \n\n·*Postpetition A/R Facility.* The Restructuring Support Agreement contemplates that the Company Parties will enter into a $150\nmillion accounts receivable facility (the “Postpetition A/R Facility”) to provide additional liquidity during the Chapter\n11 Cases.\n\n \n\n·*Intercompany Settlement.* The Restructuring Transactions include a settlement of all potential claims directly or indirectly\nrelated to the OpCo Intercompany Term Loans between the OpCo Company Parties, on one hand, and the OpCo Intercompany Term Lender, on the\nother hand, including the allowance of the OpCo 2028 Term Loan Claim held by certain of the Super HoldCo Company Parties in the aggregate\nprincipal amount of approximately $1.5 billion, plus all accrued interest as of the Petition Date.\n\n \n\n·*Corporate Governance.* Reorganized Parent will be a newly formed Delaware limited liability company. The New Corporate Governance\nDocuments will contain customary protections for minority equity holders, including board appointment rights.\n\n \n\n·*Irish Process.* The Restructuring Support Agreement contemplates that the Restructuring Transactions may be implemented in part\nthrough an Irish examinership, liquidation, scheme of arrangement, receivership or other process under Irish law by or in respect of Trinseo\nPLC or any other Company Party in furtherance of the Restructuring Transactions.\n\n   \n\nThe foregoing summary of the Restructuring Support\nAgreement, including the Restructuring Term Sheet, does not purport to be complete and is subject to, and qualified in its entirety by,\nthe 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\nand is incorporated herein by reference.\n\n \n\n**Revolver Amendment**\n\n \n\nOn\nMay 13, 2026, Trinseo Luxco S.à r.l. (“Trinseo Luxco”), Trinseo Holding S.à r.l. (“Trinseo\nHolding”), and Trinseo Materials Finance, Inc. (together with Trinseo Holding, the “Borrowers”), entered\ninto an amendment (the “Third Amendment”) to the credit agreement governing our super priority revolving credit facility,\ndated as of January 17, 2025 (as amended, the “SuperPriority Revolver”), by and among Trinseo Luxco, the Borrowers,\nthe guarantors party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as\nadministrative agent and collateral agent. Pursuant to the Third Amendment, certain lenders (the “2026 May Incremental\nRevolving Credit Lenders”) agreed to provide incremental senior-secured revolving credit commitments (the “2026 May Incremental\nRevolving Commitments”) to the Borrowers under the SuperPriority Revolver in an aggregate principal amount of $25,000,000 (the\n“2026 May Incremental Revolving Facility”).\n\n \n\nBorrowings under the 2026 May Incremental\nRevolving Facility may be used to fund working capital, for general corporate purposes, and for any other purposes not prohibited by the\nSuperPriority Revolver. Amounts borrowed under the 2026 May Incremental Revolving Facility and repaid may not be reborrowed. The\nentire outstanding principal amount (if any) of the 2026 May Incremental Revolving Facility is due and payable at maturity thereof.\nThe 2026 May Incremental Revolving Facility is scheduled to mature on February 2, 2028.\n\n \n\nThe full amount of the 2026 May Incremental\nRevolving Facility was drawn on May 13, 2026. The Borrowers made a borrowing of revolving loans under the 2026\nMay Incremental Revolving Facility in an aggregate principal amount of $25,000,000. The revolving loans under the 2026 May Incremental\nRevolving Facility bear interest at a rate per annum equal to, at the Borrowers’ election, either:\n\n \n\n·a Term SOFR based rate (subject to a 0.00% floor), plus an applicable margin of 9.00%; or\n\n \n\n·an alternate base rate (subject to a 0.00% floor), plus an applicable margin of 8.00%. Interest payments under the 2026 May Incremental\nRevolving Facility are payable in kind on the applicable payment date thereof.\n\n \n\nIn addition, the 2026 May Incremental Revolving\nFacility provides for a quarterly unused line fee on the unused portion of the 2026 May Incremental Revolving Facility, at a rate\nper annum equal to 0.375%. In connection with the Third Amendment, the Borrowers agreed to pay a closing fee to the 2026 May Incremental\nRevolving Credit Lenders, payable in-kind on May 13, 2026 by capitalizing and adding such fee to the outstanding principal balance\nof the 2026 May Incremental Revolving Credit Loans, in an amount equal to 3.50% of the aggregate amount of the 2026 May Incremental\nRevolving Commitments.\n\n \n\n \n\n \n\n \n\nThe obligations of each Borrower under the 2026\nMay Incremental Revolving Facility are guaranteed by the same guarantors, and secured by the same collateral as the existing revolving\nfacility under the SuperPriority Revolver. The 2026 May Incremental Revolving Facility is subject to substantially the same terms\nas the existing revolving facility under the SuperPriority Revolver, including with respect to representations and warranties, mandatory\nprepayments, affirmative and negative covenants, and events of default.\n\n \n\n**Senior Credit Facility Amendment**\n\n \n\nOn May 13, 2026, Trinseo Luxco, Trinseo Holding,\nand Trinseo Materials Finance, Inc. (the “Co-Borrower,” and together with Trinseo Holdings, the “Borrowers”),\nentered into an amendment (the “Second Amendment”) to that certain Credit Agreement, dated as of September 6,\n2017 (as amended, the “Senior Credit Agreement”), by and among Trinseo Luxco, the Borrowers, the guarantors party thereto\nfrom time to time, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent, pursuant to which the\nConsenting Lenders (as defined in the Second Amendment, constituting Required Lenders under the Senior Credit Agreement) agreed to amend\ncertain provisions of the Senior Credit Agreement, including amending the Senior Credit Agreement to increase the cap on aggregate principal\namount of loans outstanding under the Superpriority Credit Agreement (as defined in the Senior Credit Agreement) from $350,000,000 to\n$375,000,000 (excluding amounts paid in kind).\n\n \n\nThe descriptions of the Third Amendment and the\nSecond Amendment included in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by\nreference to the complete terms of the Third Amendment and the Second Amendment, copies of which are attached hereto as Exhibit 10.2\nand Exhibit 10.3, respectively, and which are incorporated herein by reference."}