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EX-99.1 - EX-99.1 - Trinseo S.A.a17-15270_1ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 15, 2017

 


 

Trinseo S.A.

(Exact name of registrant as specified in its charter)

 


 

Luxembourg

 

001-36473

 

N/A

(State or other jurisdiction
of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

1000 Chesterbrook Boulevard, Suite 300,

Berwyn, Pennsylvania 19312

(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):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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. o

 

 

 



 

ITEM 8.01.                                 Other Events

 

On June 15, 2017, Trinseo S.A.  (the “Company”) issued a press release announcing that the Company had entered into a definitive agreement pursuant to which the Company will acquire all of the outstanding shares of API Applicazioni Plastiche Industriali S.p.A., a soft-touch polymer and bioplastics manufacturer based in Mussolente, Italy, for approximately $82 million, net of cash acquired. The acquisition will be funded through existing cash on hand. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Note on Forward-Looking Statements

 

This Current Report contain “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this Current Report may include, without limitation, the conclusion of the acquisition, the Company’s ability to execute growth synergies and cross-selling opportunities as a result of the acquisition, and our ability to grow the acquired business globally, that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to differ materially from results expressed or implied by this Current Report. Such risk factors include, among others: conditions in the global economy and capital markets, volatility in costs or disruption in the supply of the raw materials utilized for our products; our ability to attract new customers and penetrate new geographic markets; the acceptability of our acquired products to our current customers; our ability to integrate this acquisition; our ability to  comply with environmental, health and safety laws; changes in laws and regulations applicable to our business; our inability to continue technological innovation and successful introduction of new products; liabilities or lawsuits related to contamination or the release of chemicals; and the loss of customers. Additional risks and uncertainties are set forth in the Company’s reports filed with the United States Securities and Exchange Commission, which are available at http://www.sec.gov/ as well as the Company’s website at http://www.trinseo.com. As a result of the foregoing considerations, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

ITEM  9.01.                              Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number

 

Description

99.1

 

Press Release, dated June 15, 2017

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

TRINSEO S.A.

 

 

 

 

 

 

 

By:

/s/ Barry J. Niziolek

 

Name:

Barry J. Niziolek

 

Title:

Executive Vice President & Chief Financial Officer

 

 

 

Date: June 15, 2017

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Press Release, dated June 15, 2017

 

4