{"url_path":"/sec/tseoq/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1519061/0001104659-26-068944-index.html","accession_number":"0001104659-26-068944","cik":"0001519061","ticker":"TSEOQ","issuer_name":"Trinseo PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1519061/0001104659-26-068944-index.html","primary_entity_key":"0001519061","primary_entity_name":"Trinseo PLC"},"word_count":1939,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**OpCo DIP Credit Agreement**\n\n \n\nOn May 28, 2026, Trinseo Luxco S.à\nr.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc. (together, the “OpCo Borrowers”),\nas borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “OpCo DIP Lenders”),\nand Deutsche Bank AG New York Branch, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession\nCredit Agreement (the “OpCo DIP Credit Agreement”), providing for a senior secured super-priority priming term loan\ndebtor-in-possession credit facility in an aggregate principal amount of $270.0 million (the “OpCo DIP Facility”).\n\n \n\nThe OpCo DIP Facility consists of:\n\n \n\n·new money term loan commitments in an aggregate principal amount of $90.0 million, of which $60.0 million was drawn in a single borrowing on the closing date; and\n\n·a roll-up facility pursuant to which up to $180.0 million of aggregate principal amount of prepetition super-priority revolving loan\nobligations (including accrued and unpaid interest thereon), held by the OpCo DIP Lenders will be deemed “rolled up” and converted\ninto term loans under the OpCo DIP Facility consisting of roll-up term loans (2026 bridge) and roll-up term loans (rev), on a cashless\nbasis at a ratio of two dollars of roll-up term loans for every one dollar of new money commitments funded.\n\n \n\nApproximately $34.0 million of undrawn letters\nof credit outstanding as of the closing date were deemed issued under the OpCo DIP Credit Agreement at closing. Any drawings under such\nletters of credit will be deemed to be an additional borrowing of roll-up term loans that increases the outstanding principal amount of\nroll-up term loans (rev) under the OpCo DIP Facility by a corresponding amount.\n\n \n\nThe new money term loans under the OpCo DIP Facility\nbear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans (2026\nbridge) bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans\n(rev) under the OpCo DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 0.00%) plus 2.25%, payable in\ncash.\n\n \n\nThe OpCo DIP Facility is subject to a commitment\nfee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans\nare funded.\n\n \n\n \n\n \n\n \n\nThe OpCo DIP Facility matures on the earliest to\noccur of:\n\n \n\n·May 28, 2027,\n\n·the effective date of a chapter 11 plan,\n\n·the acceleration of the outstanding term loans and termination of commitments,\n\n·certain other customary events set forth in the OpCo DIP Credit Agreement, and\n\n·the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).\n\n \n\nThe OpCo DIP Facility is subject to a minimum liquidity covenant requiring\nliquidity of not less than $100.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating disbursements\nnot to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable testing periods.\nThe Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and confirmation of\nthe Plan.\n\n \n\nThe proceeds of the OpCo DIP Facility may be used\nto:\n\n \n\n·roll up amounts outstanding under the prepetition revolving loan obligations,\n\n·make adequate protection payments,\n\n·pay the fees, expenses, and administrative costs of the Chapter 11 Cases,\n\n·pay obligations arising from or related to the carve-out,\n\n·pay prepetition obligations as approved by the Bankruptcy Court, and\n\n·fund working capital and other general corporate needs and purposes of the OpCo Borrowers and certain of their affiliates, in each\ncase in accordance with the OpCo DIP Credit Agreement and the applicable debtor-in-possession orders of the Bankruptcy Court (the “DIP\nOrders”), including an approved budget, subject to permitted variances.\n\n \n\nThe obligations under the OpCo DIP Facility are\nguaranteed by each guarantor party thereto and secured by liens on substantially all assets of the OpCo Borrowers and guarantors, subject\nto certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The\nOpCo DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary\nfor debtor-in-possession financings of this type.\n\n \n\n**Super-Holdco DIP Credit Agreement**\n\n \n\nOn May 28, 2026, the Company, as parent, Trinseo\nNA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC (together, the “SHC Borrowers”),\nas borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “SHC DIP Lenders”),\nand Alter Domus (US) LLC, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession\nHoldCo Credit Agreement (the “Super-Holdco DIP Credit Agreement”), providing for a senior secured super-priority priming\nterm loan debtor-in-possession credit facility in an aggregate principal amount of $157.5 million (the “Super-Holdco DIP Facility”).\n\n \n\nThe Super-Holdco DIP Facility consists of:\n\n \n\n·new money term loan\ncommitments in an aggregate principal amount of $52.5 million, of which $35.0 million\nwas drawn in a single borrowing on the closing date; and\n\n·a roll-up facility pursuant to which $105.0 million of aggregate principal amount of prepetition first lien term loan obligations\n(including accrued and unpaid interest thereon) held by the SHC DIP Lenders will be deemed “rolled up” and converted into\nterm loans under the Super-Holdco DIP Facility, on a cashless basis at a ratio of two dollars of roll-up term loans for every one dollar\nof new money commitments funded.\n\n \n\nThe new money term loans under the Super-Holdco\nDIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term\nloans under the Super-Holdco DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 8.50%, payable\nin cash.\n\n \n\n \n\n \n\n \n\nThe Super-Holdco DIP Facility is subject to a commitment\nfee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans\nare funded.\n\n \n\nThe Super-Holdco DIP Facility matures on the earliest\nto occur of:\n\n \n\n·May 28, 2027,\n\n·the effective date of a chapter 11 plan,\n\n·the acceleration of the outstanding term loans and termination of commitments,\n\n·certain other customary events set forth in the Super-Holdco DIP Credit Agreement, and\n\n·the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).\n\n \n\nThe Super-Holdco DIP Facility is subject to a minimum liquidity covenant\nrequiring liquidity of not less than $25.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating\ndisbursements not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable\ntesting periods. The Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and\nconfirmation of the Plan.\n\n \n\nThe proceeds of the Super-Holdco DIP Facility may\nbe used to:\n\n \n\n·roll up amounts outstanding under the prepetition first lien secured obligations,\n\n·make adequate protection payments,\n\n·pay the fees, expenses, and administrative costs of the Chapter 11 Cases,\n\n·pay obligations arising from or related to the carve-out,\n\n·pay prepetition obligations as approved by the Bankruptcy Court, and\n\n·fund working capital and other general corporate needs and purposes of the SHC Borrowers and certain of their affiliates, in each\ncase in accordance with the Super-Holdco DIP Credit Agreement and the applicable DIP Orders (including an approved budget, subject to\npermitted variances).\n\n \n\nThe obligations under the Super-Holdco DIP Facility\nare guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the SHC Borrowers and guarantors, subject\nto certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The\nSuper-Holdco DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary\nfor debtor-in-possession financings of this type.\n\n \n\nThe foregoing descriptions of the OpCo DIP Credit\nAgreement and the Super-Holdco DIP Credit Agreement included in this Current Report on Form 8-K do not purport to be complete and\nare qualified in their entirety by reference to the complete terms of the OpCo DIP Credit Agreement and the Super-Holdco DIP Credit Agreement,\ncopies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and which are incorporated herein by reference.\n\n \n\n**Accounts Receivable Securitization Facility**\n\n \n\nIn connection with the Chapter 11 Cases and the\nDIP Facilities, on May 29, 2026, Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland (the “AR\nBorrower”), Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative\nagent, and GLAS Americas LLC, as collateral agent, entered into an Amendment and Restatement Agreement (the “Amendment and Restatement\nAgreement”), which amends and restates the Credit and Security Agreement, dated as of July 18, 2024 (as amended and restated,\nthe “AR Credit Agreement”). The AR Credit Agreement provides for a non-recourse revolving credit facility in an aggregate\namount of up to $150.0 million (the “AR Facility”), collateralized by certain trade receivables generated by certain\nof the Company’s Swiss, German, Dutch and U.S. subsidiaries (the “Originators”).\n\n \n\n \n\n \n\n \n\nAdvances under the AR Credit Agreement bear interest\nat a rate per annum equal to Term SOFR (subject to a floor of 2.00%) plus 6.00%, payable in cash. The AR Facility incurs interest on a\nminimum of $75,000,000 of advances irrespective of actual amounts outstanding. The AR Borrower is also required to pay an unused facility\nfee on a portion of the unfunded revolving commitments, as well as ongoing agent fees and servicing fees.\n\n \n\nThe AR Facility matures on the earliest to occur\nof:\n\n \n\n·May 29, 2027,\n\n·the date the Debtors exit the Chapter 11 Cases under a chapter 11 plan, and\n\n·the occurrence of an amortization event as set forth in the AR Credit Agreement.\n\n \n\nThe proceeds of the AR Facility may be used to:\n\n \n\n·refinance the obligations under the existing credit and security agreement,\n\n·finance the purchase of eligible receivables,\n\n·pay transaction expenses, interest, fees and other amounts due under the AR Credit Agreement and the other transaction documents,\nand\n\n·repay the subordinated junior loan note.\n\n \n\nThe obligations under the AR Facility are secured\nby a first-priority security interest in substantially all of the AR Borrower’s assets, including all pool receivables, related\nsecurity, collections, collection accounts and other transaction accounts, and all proceeds of any of the foregoing. The AR Credit Agreement\ncontains representations, warranties, affirmative and negative covenants, and amortization events customary for receivables securitization\nfacilities of this type, including but not limited to a cross-default to the Company’s and its subsidiaries’ other material\nindebtedness.\n\n \n\nAs part of exit financing contemplated by the Plan, the Restructuring Support Agreement provides that, on the effective date of a chapter\n11 plan, the AR Facility will be converted into, or refinanced by, an exit accounts receivable securitization facility on terms and conditions\nto be agreed upon by the Debtors and the creditor parties. \n\n \n\nThe foregoing description of the Amendment and\nRestatement Agreement and the AR Credit Agreement included in this Current Report on Form 8-K does not purport to be complete and\nis qualified in its entirety by reference to the complete terms of the Amendment and Restatement Agreement (including the AR Credit Agreement\nattached thereto as Exhibit A), a copy of which is attached hereto as Exhibit 10.3, and which is incorporated herein by reference."}