ITEM 1.01 Entry into a Material Definitive Agreement.
On July 19, 2021, Trinseo S.A. (the “Company”), its subsidiaries, Trinseo US Holding, Inc. (“Trinseo”) and Trinseo Europe GmbH (“Trinseo Europe”), Aristech Surfaces LLC (“Aristech”), and SK AA Holdings, LLC (the “Seller”) entered into a Purchase and Sale Agreement (the “Agreement”). Pursuant to, and subject to the terms and conditions of, the Agreement, Trinseo will purchase all of the issued and outstanding membership interests of Aristech from the Seller, and Trinseo Europe will purchase certain intellectual property described in the Agreement from Aristech (the “Acquisition”). The aggregate purchase price of the membership interests and intellectual property assets to be purchased under the terms of the Agreement is $445.0 million, subject to customary adjustments. Pursuant to the terms of the Agreement, Trinseo will deposit a portion of the purchase price into escrow at the closing of the Acquisition and such amount will be released to Seller as described in the Agreement. The Company has provided a customary limited guarantee of Trinseo’s and Trinseo Europe’s obligations under the Agreement in favor of the Seller.
The closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions and contains customary indemnification obligations and customary representations, warranties and covenants, including covenants requiring the Seller to operate the business in the ordinary course consistent with past practices prior to the consummation of the Acquisition.
The parties intend to consummate the Acquisition as soon as practicable following the fulfillment or waiver of the closing conditions set forth in the Agreement, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The foregoing description of the Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Agreement contains various representations and warranties made by the parties solely for purposes of the Agreement and as of specific dates set forth therein. Shareholders of the Company are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Agreement or any of their respective subsidiaries or affiliates.
ITEM 9.01Exhibits.
* Certain schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Trinseo S.A. hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
