Debt | NOTE 10—DEBT Debt consisted of the following: December 31, 2015 2014 Senior Credit Facility 2020 Revolving Facility $ — $ — 2021 Term Loan B — 2022 Senior Notes USD Notes — Euro Notes — 2019 Senior Notes — Accounts Receivable Securitization Facility — — Other indebtedness Total debt Less: current portion Total long-term debt $ $ The Company was in compliance with all debt covenant requirements as of December 31, 2015. Total accrued interest on outstanding debt as of December 31, 2015 and 2014 was $7.8 million and $43.5 million, respectively. Accrued interest is recorded in “Accrued expenses and other current liabilities” within the consolidated balance sheets. 2018 Senior Secured Credit Facility In June 2010, the Company entered into a credit agreement, which was subsequently amended on February 2, 2011, July 28, 2011, February 13, 2012, August 9, 2012, January 19, 2013, and December 3, 2013 and was set to mature in January 2018 (“2018 Senior Secured Credit Facility”). Under the 2018 Senior Secured Credit Facility, the Company had certain term loan borrowings outstanding through the end of 2012 (the “Term Loans”). In January 2013, the Company amended the 2018 Senior Secured Credit Facility (the “2013 Amendment”) to, among other things, repay its then outstanding Term Loans of $1,239.0 million using the proceeds from its sale of its 2019 Senior Notes (discussed below). As a result, the Company recognized a $20.7 million loss on extinguishment of debt during the year ended December 31, 2013, which consisted of the write-off of existing unamortized deferred financing fees and debt discount attributable to the Term Loans. Fees and expenses incurred in connection with the 2013 Amendment were $5.5 million, which were capitalized. The 2018 Senior Secured Credit Facility also included a revolving credit facility (“2018 Revolving Facility”), which, as a result of the 2013 Amendment, included a borrowing capacity of $300.0 million, with an applicable margin rate of 3.00% as applied to base rate loans (which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined therein)), or 4.00% as applied to LIBO rate loans (which shall bear interest at a rate per annum equal to the LIBO rate plus the applicable margin and the mandatory cost (as defined therein), if applicable), and a maturity date of January 2018 . As of December 31, 2014, there were no amounts outstanding under the 2018 Revolving Facility, while available borrowings under the facility were $293.3 million (net of $6.7 million outstanding letters of credit). Capitalized fees and costs incurred in connection with the Company’s 2018 Revolving Facility were recorded in “Deferred charges and other assets” within the consolidated balance sheets and were amortized using a straight-line method over the term of the facility. Amortization of deferred financing fees are recorded in “Interest expense, net” in the consolidated statements of operations. Unamortized deferred financing fees related to the 2018 Revolving Facility were $8.8 million as of December 31, 2014. The Company recorded interest expense relating to the amortization of deferred financing fees and debt discounts related to the entire 2018 Senior Secured Credit Facility, respectively, of $1.0 million and zero for the year ended December 31, 2015; $2.9 million and zero for the year ended December 31, 2014; and $3.1 million and $0.1 million for the year ended December 31, 2013. In May 2015, upon completion of the refinancing transactions discussed below, the Company terminated the 2018 Senior Secured Credit Facility. Immediately prior to this termination, the Company had no outstanding borrowings under the 2018 Revolving Facility. As a result of this termination, the Company recognized a $0.7 million loss on extinguishment of long-term debt, comprised entirely of the write-off of a portion of the existing unamortized deferred financing fees related to the 2018 Revolving Facility. The remaining unamortized deferred financing fees under the 2018 Revolving Facility totaled $7.2 million, which remained capitalized and are being amortized along with the new deferred financing fees over the life of the new revolving credit facility, discussed in further detail below. Interest charges, excluding interest expense relating to the amortization of deferred financing fees and debt discounts, incurred on the Term Loans and 2018 Revolving Facility, respectively, were zero and $0.6 million for the year ended December 31, 2015, zero and $1.8 million for the year ended December 31, 2014, and $7.7 million and $2.8 million for the year ended December 31, 2013. Cash paid related to interest incurred on the Term Loans and 2018 Revolving Facility, respectively, was zero and $0.6 million for the year ended December 31, 2015, zero and $1.9 million for the year ended December 31, 2014, and $16.5 million and $2.8 million for the year ended December 31, 2013. Senior Credit Facility On May 5, 2015, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Issuers” or the “Borrowers”), both wholly-owned subsidiaries of the Company, entered into a senior secured credit agreement (the “Credit Agreement”), which provides senior secured financing of up to $825.0 million (the “Senior Credit Facility”). The Senior Credit Facility provides for senior secured financing consisting of a (i) $325.0 revolving credit facility, with a $25.0 million swingline subfacility and a $35.0 million letter of credit subfacility (the “2020 Revolving Facility”) maturing in May 2020 and (ii) $500.0 million senior secured term loan B facility maturing in November 2021 (the “2021 Term Loan B”). Amounts under the 2020 Revolving Facility are available in U.S. dollars and euros. The 2021 Term Loan B bears an interest rate of LIBOR plus 3.25% , subject to a 1.00% LIBOR floor, and was issued at a 0.25% original issue discount. Further, the 2021 Term Loan B requires scheduled quarterly payments in amounts equal to 0.25% of the original principal amount of the 2021 Term Loan B, with the balance to be paid at maturity. During the year ended December 31, 2015, the Company made principal payments of $2.5 million related to the 2021 Term Loan B. As of December 31, 2015, $5.0 million of these scheduled future payments were classified as current debt on the Company’s consolidated balance sheets. Loans under the 2020 Revolving Facility, at the Borrowers’ option, may be maintained as (a) LIBO rate loans, which bear interest at a rate per annum equal to the LIBO rate plus the applicable margin (as defined in the Credit Agreement), if applicable, or (b) base rate loans which shall bear interest at a rate per annum equal to the base rate plus the applicable margin (as defined in the Credit Agreement). As of December 31, 2015, the Borrowers will be required to pay a quarterly commitment fee in respect of any unused commitments under the 2020 Revolving Facility equal to 0.375% per annum. As of December 31, 2015, the Company had no outstanding borrowings, and had $311.5 million (net of $13.5 million outstanding letters of credit) of funds available for borrowing under the 2020 Revolving Facility. The Senior Credit Facility is collateralized by a security interest in substantially all of the assets of Trinseo Materials Operating S.C.A., as lead borrower, Trinseo Materials Finance, Inc., as co-borrower, and the guarantors thereunder including Trinseo Materials S.à r.l., certain U.S. subsidiaries and certain foreign subsidiaries organized in Luxembourg, The Netherlands, Hong Kong, Singapore, Ireland, Germany and Switzerland. The Senior Credit Facility requires the Borrowers and their restricted subsidiaries to comply with customary affirmative and negative covenants, including limitations on their abilities to incur liens; make certain loans and investments; incur additional debt; merge, consolidate liquidate or dissolve; transfer or sell assets; pay dividends and other distributions to shareholders or make certain other restricted payments; enter into transactions with affiliates; restrict any restricted subsidiary from paying dividends or making other distributions or agree to certain negative pledge clauses; materially alter the business they conduct; prepay certain other indebtedness; amend certain material documents; and change our fiscal year. The 2020 Revolving Facility contains a financial covenant that requires compliance with a springing first lien net leverage ratio test. If the outstanding balance under the 2020 Revolving Facility exceeds 30% of the $325.0 million borrowing capacity (excluding undrawn letters of credit up to $10.0 million and cash collateralized letters of credit) at a quarter-end, then the Company’s first lien net leverage ratio may not exceed 2.00 to 1.00 . As of December 31, 2015, the Company was in compliance with all debt covenant requirements under the Senior Credit Facility. Fees and expenses incurred in connection with the issuance of the 2021 Term Loan B and the 2020 Revolving Facility were $12.0 million and $0.3 million, respectively, which were capitalized and recorded in “Deferred charges and other assets” in the consolidated balance sheets. For the 2021 Term Loan B, deferred financing fees and the 0.25% debt discount are being amortized over its 6.5 year term using the effective interest method. For the 2020 Revolving Facility, deferred financing fees (along with an additional $7.2 million of unamortized deferred financing fees from the 2018 Revolving Facility) are being amortized over its 5.0 year term using the straight-line method. Amortization of deferred financing fees and debt discounts are recorded in “Interest expense, net” in the consolidated statements of operations. Unamortized deferred financing fees and debt discount related to the 2021 Term Loan B were $10.9 million and $1.1 million, respectively, as of December 31, 2015. Unamortized deferred financing fees related to the 2020 Revolving Facility were $6.5 million as of December 31, 2015. The Company recorded interest expense relating to the amortization of deferred financing fees and debt discounts related to the entire Senior Credit Facility, respectively, of $2.1 million and $0.1 million for the year ended December 31, 2015. Interest charges, excluding interest expense relating to the amortization of deferred financing fees and debt discounts, incurred on the 2021 Term Loan B and 2020 Revolving Facility, respectively, were $14.2 million and $1.3 million for the year ended December 31, 2015. Cash paid related to interest incurred on the 2021 Term Loan B and 2020 Revolving Facility, respectively, was $14.2 million and $1.3 million during the year ended December 31, 2015. 2019 Senior Notes In January 2013, the Company issued $1,325.0 million 8.750% senior notes due to mature on February 1, 2019 ( the “2019 Senior Notes”). The proceeds from the issuance of the 2019 Senior Notes were used to repay all of the Company’s then outstanding Term Loans and related refinancing fees and expenses. In July 2014, using proceeds from the Company’s IPO (see Note 12), the Company redeemed $132.5 million in aggregate principal amount of the 2019 Senior Notes, together with a 103% call premium totaling $4.0 million and accrued and unpaid interest thereon of $5.2 million. As a result of this redemption, during the year ended December 31, 2014 the Company incurred a loss on the extinguishment of debt of approximately $7.4 million, which includes the above $4.0 million call premium and an approximately $3.4 million write-off of related unamortized deferred financing fees. On May 13, 2015, using the net proceeds from the issuance of the 2021 Term Loan B, together with the net proceeds from the issuance of the 2022 Senior Notes (defined and discussed below) and available cash, the Company redeemed all outstanding borrowings under the 2019 Senior Notes, totaling $1,192.5 million in principal, together with a call premium of $68.6 million (with a redemption price of 103% on the first $132.5 million and 106.097% on the remaining balance) and accrued and unpaid interest thereon of $29.6 million. As a result of this redemption, during the year ended December 31, 2015, the Company recorded a loss on extinguishment of long-term debt of $94.5 million, which includes the above $68.6 million call premium and a $25.9 million write-off of unamortized deferred financing fees related to the 2019 Senior Notes. Fees and expenses incurred in connection with the issuance of 2019 Senior Notes were capitalized and recorded in “Deferred charges and other assets” in the consolidated balance sheets and were being amortized into “Interest expense, net” in the consolidated statements of operations over the term of the 2019 Senior Notes using the effective interest rate method. For the year ended December 31, 2015, the Company recorded $2.1 million in amortization of deferred financing fees on the 2019 Senior Notes, noting no unamortized deferred financing fees remained on the consolidated balance sheet as of December 31, 2015 due to the redemption in May 2015. For the year ended December 31, 2014, the Company recorded $5.7 million in amortization of deferred financing fees, leaving $28.0 million of unamortized deferred financing fees related to the 2019 Senior Notes on the consolidated balance sheet as of December 31, 2014. For the year ended December 31, 2013, the Company recorded $4.9 million in amortization of deferred financing fees. Interest expense on the 2019 Senior Notes, excluding expense relating to the amortization of deferred financing fees, was $38.3 million, $110.6 million, and $106.9 million for the years ended December 31, 2015, 2014, and 2013, respectively. Cash paid for interest on the 2019 Senior Notes was $81.7 million, $115.4 million, and $58.6 million for the years ended December 31, 2015, 2014, and 2013, respectively. 2022 Senior Notes On May 5, 2015, the Issuers executed an indenture (the “Indenture”) pursuant to which they issued $300.0 million aggregate principal amount of 6.750% senior notes due May 1, 2022 (the “USD Notes”) and €375.0 million aggregate principal amount of 6.375% senior notes due May 1, 2022 (the “Euro Notes”, and together with the USD Notes, the “2022 Senior Notes”). Interest on the 2022 Senior Notes is payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015. At any time prior to May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes in whole or in part, at their option at a redemption price equal to 100% of the principal amount of such notes plus the relevant applicable premium as of, and accrued and unpaid interest to, but not including, the redemption date. At any time and from time to time after May 1, 2018, the Issuers may redeem the Euro Notes and/or the USD Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed to, but not including, the redemption date : Euro Notes USD Notes 12-month period commencing May 1 in Year Percentage Percentage 2018 % % 2019 % % 2020 and thereafter % % In addition, at any time prior to May 1, 2018, the Issuers may redeem up to 40% of the aggregate principal amount of each of the USD Notes and the Euro Notes, either together or separately, at a redemption price equal to 106.750% of the principal amount thereof for the USD Notes and 106.375% of the principal amount thereof for the Euro Notes plus, in each case, accrued and unpaid interest to, but not including, the redemption date, in an amount equal to the aggregate gross proceeds from certain equity offerings. The 2022 Senior Notes are the Issuers’ senior unsecured obligations and rank equally in right of payment with all of the Issuers’ existing and future indebtedness that is not expressly subordinated in right of payment thereto. The 2022 Senior Notes will be senior in right of payment to any future indebtedness that is expressly subordinated in right of payment thereto and effectively junior to (a) the Issuers’ existing and future secured indebtedness, including the Company’s accounts receivable facility and the Issuers’ Senior Credit Facility (discussed above), to the extent of the value of the collateral securing such indebtedness and (b) all existing and future liabilities of the Issuers’ non-guarantor subsidiaries. The Indenture contains customary covenants that, among other things, limit the Issuers’ and certain of their subsidiaries’ ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions, make investments, or prepay certain indebtedness, each subject to a number of exceptions and qualifications. Certain of these covenants, will be suspended during any period of time that (1) the 2022 Notes have investment grade ratings (as defined in the Indenture) and (2) no default has occurred and is continuing under the Indenture. In the event that the 2022 Senior Notes are downgraded to below an investment grade rating, the Issuers and certain subsidiaries will again be subject to the suspended covenants with respect to future events. As of December 31, 2015, the Company was in compliance with all debt covenant requirements under the Indenture. Fees and expenses incurred in connection with the issuance of the 2022 Senior Notes were $16.0 million, which were capitalized and recorded in “Deferred charges and other assets” in the consolidated balance sheets, and are being amortized into “Interest expense, net” in the consolidated statements of operations over their 7.0 year term using the effective interest method . For the year ended December 31, 2015, the Company recorded $1.2 million in amortization of deferred financing fees, leaving $14.8 million of unamortized deferred financing fees on the consolidated balance sheet as of December 31, 2015. Interest expense on the 2022 Senior Notes, excluding expense relating to the amortization of deferred financing fees, was $30.5 million for the year ended December 31, 2015. Cash paid for interest on the 2022 Senior Notes was $22.8 million for the year ended December 31, 2015. Accounts Receivable Securitization Facility In 2010, Styron Receivable Funding Ltd. (“SRF”), a VIE in which the Company is the primary beneficiary, executed an agreement for an accounts receivable securitization facility (“Accounts Receivable Securitization Facility”). As of December 31, 2015, the facility, as previously amended in May 2013, permitted borrowings by one of the Company’s subsidiaries, Trinseo Europe GmbH (“TE”), up to a total of $200.0 million and had a maturity date of May 2016 . In February 2016, the facility was again amended, extending the maturity date to May 2019. Under the facility, TE sells its accounts receivable from time to time to SRF. In turn, SRF may sell undivided ownership interests in such receivables to commercial paper conduits in exchange for cash. The Company has agreed to continue servicing the receivables for SRF. Upon the sale of the interests in the accounts receivable by SRF, the conduits have a first priority perfected security interest in such receivables and, as a result, the receivables will not be available to the creditors of the Company or its other subsidiaries. The Accounts Receivable Securitization Facility is subject to interest charges against the amount of outstanding borrowings as well as the amount of available, but undrawn commitments. In regards to outstanding borrowings, fixed interest charges are 2.6% plus variable commercial paper rates, while for available, but undrawn commitments, fixed interest charges are 1.40% . As of December 31, 2015 and 2014, there were no amounts outstanding under the Accounts Receivable Securitization Facility, with approximately $123.4 million and $136.1 million, respectively, of funds available for borrowing under this facility, based on the pool of eligible accounts receivable. Interest expense on the Accounts Receivable Securitization Facility, excluding interest expense relating to the amortization of deferred financing fees, for the years ended December 31, 2015, 2014 and 2013 was $2.8 million, $2.9 million and $4.2 million, respectively, and was recorded in “Interest expense, net” in the consolidated statements of operations. Unamortized deferred financing fees related to the Accounts Receivable Securitization Facility were $0.5 million and $1.9 million as of December 31, 2015 and 2014, respectively, recorded in “Deferred charges and other assets” within the consolidated balance sheets. These charges are being amortized on a straight-line basis over the term of the facility. The Company recorded $1.2 million, $1.4 million and $1.4 million in amortization of deferred financing fees related to the Accounts Receivable Securitization Facility in “Interest expense, net” within the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013, respectively. Other Indebtedness The Company has a short-term revolving facility through our subsidiary in China that provides uncommitted funds available for borrowing, subject to the availability of collateral. The facility is subject to annual renewal. O utstanding borrowings under this revolving facility were zero and $7.6 million as of December 31, 2015 and 2014, respectively. The revolving facility is guaranteed by the Company’s holding company, Trinseo Materials Operating S.C.A. or secured by pledge of certain of the Company’s assets in China. As of December 31, 2015 and 2014, the weighted average interest rate of the facility was approximately zero and 0.1% , respectively. |