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): May 9, 2016
Trinseo S.A.
(Exact name of registrant as specified in its charter)
Luxembourg | | N/A |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
001-36473
(Commission File Number)
1000 Chesterbrook Boulevard, Suite 300 | | |
Berwyn, Pennsylvania | | 19312 |
(Address of principal executive offices) | | (Zip Code) |
(610) 240-3200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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))
Item 1.01 Entry into a Material Definitive Agreement
Underwriting Agreement
On May 9, 2016, Trinseo S.A., a Luxembourg public limited liability company (société anonyme) (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. (the “Underwriter”) and Bain Capital Everest Manager Holding SCA (the “Selling Shareholder”), relating to the underwritten offering of 8,000,000 shares (the “Shares”) of the Company’s ordinary shares, nominal value $0.01 per ordinary share (the “Offering”). All of the Shares are being sold by the Selling Shareholder. The Underwriter has agreed to purchase the Shares from the Selling Shareholder pursuant to the Underwriting Agreement at a price of $42.90 per share.
The Offering is being made only by means of a prospectus. A shelf registration statement (including a prospectus) relating to the offering of ordinary shares was filed with the SEC on March 15, 2016 and became effective on March 18, 2016 (Registration No. 333-210226) (the “Registration Statement”). A prospectus supplement relating to the Offering was filed with the SEC on May 11, 2016. The closing of the Offering is expected to take place on May 12, 2016, subject to the satisfaction of customary closing conditions. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | | Description |
1.1 | | Underwriting Agreement, dated May 9, 2016, by and among the Company, the Underwriter and the Selling Shareholder. |
99.1 | | Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Trinseo S.A. |
| | |
| By: | /s/ Angelo N. Chaclas |
| | Name: Angelo N. Chaclas |
| | Title: Senior Vice President, Chief Legal Officer and Corporate Secretary |
| | |
Date: May 11, 2016 | | |
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EXHIBIT INDEX
Exhibit No. | | Description |
1.1 | | Underwriting Agreement, dated May 9, 2016, by and among the Company, the Underwriter and the Selling Shareholder. |
| | |
99.1 | | Information relating to Part II, Item 14 “Other Expenses of Issuance and Distribution” of the Registration Statement. |
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