Trinseo - Chapter 11 Case Summary

Business Description

Headquartered in Wayne, PA, Trinseo PLC ("Trinseo"), along with its Debtor and non-Debtor affiliates (collectively, the "Company"), is a publicly traded specialty chemical manufacturer that produces and sells plastics and latex binders used in a wide range of everyday products.

• End-use applications include building and construction materials, automotive components, paper and packaging, appliances, textiles, and consumer electronics.
• The Company operates 32 manufacturing plants and one recycling facility across 28 sites in 14 countries, employing approximately 2,800 people worldwide.
• As of the Petition Date, the Company carries approximately $2.9 billion of funded debt outstanding.

Consolidated net sales declined from $3.675 billion in 2023 to $3.513 billion in 2024, and further to $2.975 billion in 2025, reflecting softening demand across the Company's core segments.

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Corporate History

The Trinseo business, formerly known as Styron, originated as a carveout from The Dow Chemical Company ("Dow") in 2009. In 2010, Bain Capital Everest Manager Holding SCA acquired Styron from Dow as a standalone business.

• In 2014, the business completed an initial public offering under the Trinseo name, with its shares beginning to trade on the New York Stock Exchange ("NYSE") under the ticker "TSE."

Equity Interests and Delisting

• On March 2, 2026, Trinseo received a notice of non-compliance from the NYSE for failing to maintain minimum market capitalization standards. The NYSE subsequently delisted Trinseo PLC's shares on March 30, 2026, after which the ordinary shares began trading on the OTC Pink Limited Market.
• Trinseo PLC, an Irish public limited company, remains subject to ongoing reporting obligations under the Securities Exchange Act of 1934, including filings on Forms 10-K, 10-Q, and 8-K. The Company has filed its annual report on Form 10-K for the fiscal year ended December 31, 2025, and intends to continue complying with such obligations during the Chapter 11 Cases.
• Trinseo PLC's authorized share capital consists of (a) 4 billion ordinary shares with a nominal value of $0.01 per share and (b) 25,000 deferred shares with a nominal value of €1.00 per share.
  • As of the Petition Date, approximately 36.5 million ordinary shares were issued and outstanding, with rights over approximately 3.0 million unissued ordinary shares.
  • The 25,000 deferred shares, held by a nominee to meet Irish statutory minimum capital requirements, carry no voting rights, are not entitled to dividends or distributions, and do not dilute the economic ownership of other shareholders.

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Operations Overview

The Company operates on a global basis through manufacturing and recycling facilities located across North America, Europe, and Asia. Following a strategic realignment effective January 1, 2024, the Company's reporting structure consists of three operating segments—Engineered Materials, Latex Binders, and Polymer Solutions—supplemented by a 50% interest in the Americas Styrenics LLC ("AmSty") joint venture. Each segment is aligned with the Company's transition toward higher-value, sustainable, and specialized materials.

Business Segments

• Engineered Materials: Specializes in rigid thermoplastic compounds and blends, soft thermoplastic products, cell cast polymethyl methacrylate ("PMMA") sheet products, and PMMA resins. The segment focuses on high-growth, high-margin applications such as consumer electronics, medical devices, footwear, automotive, and building and construction, producing highly customized products with an orientation toward sustainable solutions.
  • 2025 net sales geographic mix: approximately 49% United States, 36% Europe, and 15% Asia Pacific.
  • Net sales of $1.157 billion (2023), $1.177 billion (2024), and $1.084 billion (2025).
• Latex Binders: Produces styrene-butadiene latex ("SB Latex"), styrene-acrylic latex, and related binders for paper and board, carpet and turf, and performance binders for coatings, adhesives, sealants, and elastomers. The Company is a global leader in SB Latex and a top supplier of latex binders in coated paper and board, carpet, and artificial turf applications.
  • 2025 net sales geographic mix: approximately 38% Europe, 31% United States, and 31% Asia.
  • Net sales of $943 million (2023), $954 million (2024), and $788 million (2025).
• Polymer Solutions: Produces a variety of polymers serving primarily automotive, building, and construction applications, including mass acrylonitrile butadiene styrene ("ABS"), styrene-acrylonitrile, and polystyrene products marketed under the MAGNUM™, CALIBRE™, and STYRON® brands. The segment also recycles post-consumer and post-industrial thermoplastic waste—including PMMA, polycarbonate, ABS, and polystyrene—for reuse in high-quality materials, consistent with the Company's broader sustainability commitment.
  • 2025 net sales geographic mix: approximately 59% Europe, 28% Asia, and 13% North America.
  • Net sales of $1.576 billion (2023), $1.382 billion (2024), and $1.103 billion (2025).
• AmSty: Non-Debtor Trinseo NA Holding LLC owns a 50% interest in AmSty, a joint venture co-owned with Chevron Phillips Chemical Company LP. AmSty is a leading producer of both styrene and polystyrene in the Americas, with styrene serving as a key raw material for polystyrene used in appliances, polystyrene foam (commonly sold as STYROFOAM® products from DuPont), food packaging, food service disposables, consumer electronics, and building and construction materials.

Portfolio Repositioning

In recent years, the Company has undertaken a series of divestitures and plant closures to reposition its portfolio toward specialty and sustainable materials:

• Exited European styrene monomer feedstock production, closing plants in Germany (2022) and the Netherlands (2023), and transitioned to third-party styrene suppliers.
• Decommissioned its virgin polycarbonate manufacturing facility in Stade, Germany in 2024, sourcing all polycarbonate from third parties.
• Closed methyl methacrylate operations in Rho, Italy; acetone cyanohydrin production operations in Porto Marghera, Italy; and polystyrene manufacturing operations in Schkopau, Germany.
• Commenced a divestiture process for its broader styrenics business in 2021 and initiated a sale process for its 50% stake in AmSty in 2024, though the Company continued to own its AmSty interest as of the Petition Date.

Workforce

As of the Petition Date, the Company employs approximately 2,800 individuals worldwide, with approximately 718 employed by the Debtors.

• Roughly 55% of the workforce is located in Europe and the Middle East, with approximately 30% in the Americas and the remainder in the Asia-Pacific region.
• All of the Debtors' approximately 718 employees are based in the United States, with the exception of one employee in Luxembourg supporting corporate operations.
• Approximately 252 of the Debtors' employees are subject to collective bargaining agreements.
• The Debtors also engage approximately 15 contract workers and temporary staff to supplement employee functions on a discrete, project-based basis.

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Prepetition Obligations

As of the Petition Date, the Debtors reported approximately $2.9 billion in aggregate funded debt obligations, alongside approximately $32.4 million in unsecured trade debt. The Company's prepetition capital structure was shaped by two principal refinancings—a September 2023 transaction that introduced an approximately $1.077 billion new-money secured term loan facility, and a January 2025 transaction that elevated the revolving credit facility, redeemed near-term unsecured notes, and exchanged legacy 2029 unsecured notes for new second-lien secured notes at a discount to par. The Company's prepetition capital structure includes the following obligations:

Revolving Credit Facility

• Approximately $382 million is outstanding under the Revolving Credit Facility, comprising approximately $348 million in principal borrowings and approximately $34 million in letters of credit, with Deutsche Bank AG New York Branch serving as administrative and collateral agent.
  • The facility matures on February 2, 2028, and is secured by first-priority liens on equity interests in the RCF Borrowers and substantially all tangible and intangible assets of the RCF Borrowers and RCF Guarantors.
  • Loans under the $300 million Closing Date Revolving Commitments bear interest at term SOFR plus 2.25% (or EURIBOR plus 2.25% for Euro-denominated loans).
  • Pursuant to amendments executed in April and May 2026, the RCF Borrowers incurred an additional $75 million of incremental revolving commitments—$50 million under the April 2026 Amendment and $25 million under the May 2026 Amendment—each bearing interest at term SOFR plus 9.00% PIK.

OpCo Term Loans

• The OpCo Borrowers are liable under the OpCo Term Loan Facility, agented by Deutsche Bank AG New York Branch and secured by second-priority liens (junior to the Revolving Credit Facility) on substantially all assets of the OpCo Borrowers and OpCo Guarantors.
  • 2028 OpCo Term Loans: Approximately $716 million in outstanding principal remains under the originally syndicated $750 million tranche incurred on May 3, 2021, bearing interest at term SOFR plus 2.50% and maturing on May 3, 2028.
  • OpCo Intercompany Term Loans: Approximately $1.508 billion in outstanding principal remains under intercompany loans extended by the Super HoldCo Borrowers in connection with the 2023 and 2025 Refinancings.
    • The 2023 Intercompany Term Loans, comprising approximately $268 million of incremental loans and approximately $680 million of refinancing loans, bear interest at term SOFR plus 9.66% and mature on May 3, 2030.
    • The 2025 Intercompany Term Loans consist of a $115 million tranche bearing interest at the benchmark rate plus 8.50% (used to redeem the 2025 Stub Notes) and a $379.5 million tranche bearing interest at 7.625% (used to acquire the Old 2029 Notes).
    • Receivables under the OpCo Intercompany Term Loans are pledged in favor of Alter Domus (US) LLC as collateral for the Super HoldCo 1L Term Loan Facility.

Super HoldCo 1L Term Loans

• Approximately $1.266 billion in outstanding principal (inclusive of capitalized PIK interest) is owed under the Super HoldCo 1L Credit Agreement, agented by Alter Domus (US) LLC.
  • The facility comprises three tranches: approximately $129 million of Tranche A SHC Loans, approximately $948 million of Tranche B SHC Loans, and $115 million of Tranche C SHC Loans added in connection with the 2025 Refinancing.
  • Interest accrues at term SOFR plus 8.50%, with an option to pay a portion in kind, and the facility matures on May 3, 2028.
  • The Super HoldCo 1L Term Loans are secured by first-priority liens on equity interests in the Super HoldCo Borrowers and substantially all of their tangible and intangible assets, including the intercompany notes evidencing the 2023 and 2025 Intercompany Term Loans.

2L 2029 Notes

• Approximately $390 million in outstanding principal remains on the 7.625% Second Lien Senior Secured Notes due 2029, originally issued in an aggregate principal amount of approximately $379.5 million by Trinseo Luxco Finance and Trinseo NA Finance SPV LLC under the January 17, 2025 Indenture.
  • The Bank of New York Mellon serves as trustee, with Alter Domus (US) LLC acting as collateral agent.
  • The notes mature on May 3, 2029 and are secured by second-priority liens on substantially all assets of the issuers and certain of their subsidiaries, ranking junior to the liens securing the Super HoldCo 1L Term Loan Facility under the Super HoldCo 1L-2L Intercreditor Agreement.
  • Section 13.12 of the 2029 Indenture provides that any holder acquiring 2L 2029 Notes—whether through the January 2025 exchange or in the secondary market—waived and released all claims against any Company entity arising in respect of such obligations.

Securitization Program

• Approximately $145 million is outstanding under a receivables Securitization Program governed by a July 18, 2024 Credit and Security Agreement, with a facility limit of $150 million and a current yield of SOFR plus 4.75%.
  • Certain Debtors sell receivables directly or indirectly to Styron Receivables Funding Designated Activity Company, an unaffiliated Securitization Borrower, which obtains financing from lenders to fund those purchases.
  • GLAS USA LLC serves as administrative agent and GLAS Americas LLC as collateral agent, with Trinseo Europe GmbH, Trinseo Export GmbH, and Trinseo Deutschland Anlagengesellschaft mbH acting as originators.
  • The Debtors are seeking to replace the Securitization Program postpetition pursuant to a contemporaneously filed motion.

Intercreditor Arrangements

• The relative lien and payment priorities among the Debtors' funded debt obligations are governed by two intercreditor agreements, each dated January 17, 2025:
  • The OpCo-Super HoldCo Intercreditor Agreement, among the RCF Agent, the Super HoldCo 1L Agent, the OpCo Agent, and the 2L 2029 Notes Collateral Agent.
  • The Super HoldCo 1L-2L Intercreditor Agreement, among the Super HoldCo 1L Agent, the 2L 2029 Notes Collateral Agent, and the grantors party thereto.

Mutual Release Agreement

• In connection with the 2025 Refinancing, certain parties — including the administrative agents for the OpCo Credit Agreement and the Super HoldCo 1L Credit Agreement — entered into the Mutual Release Agreement, dated January 17, 2025, providing broad mutual releases of all known, unknown, current, past, and future claims, including those arising from the negotiation and implementation of the 2023 and 2025 Refinancings.
• Every party that (a) executed the Mutual Release Agreement or (b) purchased OpCo Term Loans or Super HoldCo 1L Term Loans from a signatory is bound by the Mutual Release Agreement and the releases granted thereunder.

Trade and Other Unsecured Claims

• As of the Petition Date, the Debtors estimate approximately $32.4 million in aggregate unsecured trade debt owed to vendors, suppliers, service providers, and other trade counterparties, certain of which are essential to the Debtors' manufacturing operations.
• The Debtors also anticipate additional general unsecured claims that are neither secured by collateral nor entitled to priority, including contingent obligations, disputed claims, and litigation-related claims.

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Events Leading to Bankruptcy

Industry Headwinds and Macroeconomic Pressures

• Despite its standing as a global leader in specialty chemicals, the Company has been buffeted by sustained, industry-wide headwinds that ultimately rendered its capital structure unsustainable:
  • Overcapacity in the Asia-Pacific region, fluctuating end-market demand, tariffs, geopolitical conflict, rising interest rates, and energy pricing volatility collectively eroded free cash flow below forecast levels.
  • The chemical industry's broader downturn was compounded by supply chain disruptions, Russia's invasion of Ukraine, margin pressure and volume degradation from overcapacity, and elevated interest rates.
  • Ongoing conflict in the Middle East drove up oil prices, increasing feedstock input costs and working capital requirements while further straining near-term cash flow.
• The Company entered its restructuring carrying approximately $2.9 billion in total indebtedness against only $162.5 million in adjusted EBITDA for 2025.

Demand Decline and Liquidity Strain

• Over the prior 18 months, persistent macroeconomic uncertainty, trade policy volatility, and geopolitical tensions weakened demand across the Company's core end markets—including building and construction, consumer electronics, automotive, and wellness:
  • Customer destocking amplified volume declines as buyers pared back inventory in response to economic uncertainty, with demand recovery not expected to materialize until 2027 at the earliest.
• Liquidity pressures intensified beginning in March 2026 as rising oil prices lifted input costs and working capital needs. Combined with the Company's delisting from the NYSE, these conditions triggered credit rating pressure and trade contraction.

Operational Turnaround Initiatives

• In response to the deteriorating environment, management implemented a series of footprint rationalization actions:
  • Closure of styrene production facilities in Boehlen, Germany and Terneuzen, the Netherlands.
  • Exit from virgin polycarbonate manufacturing at Stade, Germany.
  • Closure of the PMMA cast sheets plant in Bronderslev, Denmark and the batch polyester tray casting plant in Belen, New Mexico.
  • Announced permanent closures of methyl methacrylate operations in Rho, Italy; acetone cyanohydrin operations in Porto Marghera, Italy; and polystyrene manufacturing in Schkopau, Germany.
• As operational measures proved insufficient, the Debtors began evaluating a more comprehensive balance sheet solution.

Advisor Retention and Strategic Review

• The Company engaged Latham & Watkins, Centerview Partners, and FTI Consulting to advise on strategic alternatives and restructuring options, including out-of-court and sale transactions.

Governance Enhancements and Independent Investigations

• Given a capital structure spanning "Super HoldCo" and "OpCo" obligor levels—creating potentially divergent creditor interests—the Company implemented targeted governance changes to ensure a fair strategic review:
  • OpCo Governance: The boards of certain OpCo obligors appointed M. Elizabeth Abrams and Alan J. Carr as independent, disinterested managers. They retained Quinn Emanuel Urquhart & Sullivan and Portage Point Partners to conduct the OpCo Investigation into potential prepetition and intercompany claims.
  • Super HoldCo Governance: In January 2026, the boards of certain Super HoldCo obligors added Jill Frizzley and Carol Flaton as independent directors/managers, who engaged McDermott Will & Schulte to advise on transactional matters and oversee an ongoing investigation of potential restructuring transactions.
• The OpCo Investigation identified make-whole premiums, yield protection fees (including the 2023, 2025 Tranche A, and 2025 Tranche B Yield Protection Fees), and similar amounts associated with the OpCo Intercompany Term Loans as subject to challenge and disallowance (the "Specified Claims").
• The resulting Intercompany Settlement embedded in the RSA and Plan resolves the Specified Claims and allows the OpCo Intercompany Term Loan Claim in the aggregate principal amount of $1,507,608,986.46, plus accrued interest, costs, and fees as of the Petition Date.

Amendments, Forbearances, and Incremental Financing

• As stakeholder discussions advanced in 2026, the Company secured amendments, waivers, and/or forbearances under the Revolving Credit Facility, the OpCo Credit Agreement, the Super HoldCo 1L Credit Agreement, and the Securitization Program. These accommodations temporarily waived acceleration and collateral enforcement rights triggered by non-payment of interest under the Super HoldCo 1L Credit Agreement, OpCo Credit Agreement, and 2L 2029 Notes.
• To fund preparations for an orderly Chapter 11 process, the Company executed two incremental financings:
  • April 2026 RCF Amendment: After soliciting competing proposals from the Ad Hoc Group of Senior Secured Creditors and the 2028 OpCo Ad Hoc Group, the Company accepted the Senior Secured Creditors' superior $50 million liquidity proposal.
  • May 2026 RCF Amendment: An additional $25 million in liquidity was secured in connection with execution of the RSA to finalize definitive documentation.

Proactive Stakeholder Engagement and RSA Negotiations

• Beginning in December 2025, the Company executed confidentiality agreements and provided diligence to advisors for two principal creditor groups:
  • The Ad Hoc Group of Senior Secured Creditors (holders of RCF Claims and Super HoldCo 1L Claims), advised by Paul Hastings LLP and PJT Partners LP.
  • The 2028 OpCo Ad Hoc Group (holders of 2028 OpCo Term Loans), advised by Gibson, Dunn & Crutcher LLP and Lazard Frères & Co. Initial outreach was also extended to a 2L 2029 Notes Ad Hoc Group represented by Paul, Weiss and Perella Weinberg Partners.
• After months of hard-fought, arm's length negotiations supervised by the disinterested fiduciaries, the Debtors, the Ad Hoc Group of Senior Secured Creditors, and the 2028 OpCo Ad Hoc Group reached agreement, culminating in the execution of the RSA on May 13, 2026.
• The RSA garnered support from holders of 78% of total funded debt (excluding the OpCo Intercompany Term Loans and Securitization Program), comprising 100% of RCF Claims, approximately 99.9% of Super HoldCo 1L Claims, and approximately 86% of OpCo Term Loan Claims.
• One holdout remains: CastleKnight Management LP, a holder of 2028 OpCo Term Loans and 2L 2029 Notes, declined to execute the RSA and has indicated it will object to plan confirmation. The Debtors will pursue consensual resolution if possible but are prepared to proceed on a contested basis and enforce CastleKnight's contractual obligations if necessary.

RSA Terms and Comprehensive Restructuring

• The RSA and Plan provide for a comprehensive deleveraging transaction featuring:
  • An approximately $2.0 billion reduction of the Debtors' funded debt obligations.
  • A fully backstopped $450 million equity rights offering, with prepetition lenders offered the right to purchase Reorganized Common Interests.
  • $142.5 million in new money DIP financing to fund the Chapter 11 Cases.
  • An agreed refinancing of the Debtors' $150 million accounts receivables Securitization Program to support ongoing operations during the cases.
  • Post-emergence financing through an $850 million term loan and a revolving credit facility of at least $200 million.
  • The Intercompany Settlement resolving the allowed amount of the OpCo Intercompany Term Loan Claim.
  • Release of all guaranties and liens granted under the Prepetition Funded Debt Documents, and, if necessary, an examinership, liquidation, scheme of arrangement, or other process under Irish law to consummate the transactions.
• Critically, all Allowed General Unsecured Claims remain unimpaired and will be satisfied in full in the ordinary course—preserving relationships with the Company's employees, vendors, suppliers, and customers and mitigating the business risk of a "free fall" Chapter 11.
• The RSA includes a customary fiduciary out, preserving the Debtors' ability to pursue an alternative transaction if required by their fiduciary duties.

Path Forward and Chapter 11 Milestones

• To minimize estate costs and preserve going concern value, the Debtors commenced Plan solicitation prepetition and are seeking conditional approval of the Disclosure Statement concurrently with this filing. On May 25, 2026, the Disclosure Statement and voting materials were served on impaired creditors, with a proposed voting deadline of June 29, 2026.
• The RSA establishes the following milestones (subject to extension):
  • Interim DIP Order: within 4 calendar days of the Petition Date.
  • Solicitation Procedures Order and Conditional Disclosure Statement Approval: within 4 Business Days of the Petition Date.
  • Final DIP Order: within 35 calendar days of the Petition Date.
  • Confirmation Order: within 60 calendar days of the Petition Date.
  • Plan Effective Date: on or before 180 calendar days following the Petition Date, with the extended runway accommodating regulatory approvals and ancillary non-U.S. proceedings.
• With approximately 2,800 Debtor and non-Debtor employees and a globally diversified supply chain and customer base, the Debtors view expeditious progression of the Chapter 11 Cases as essential to preserving enterprise value and stakeholder confidence.