TSE Trinseo PLC - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

OpCo DIP Credit Agreement

On May 28, 2026, Trinseo Luxco S.à
r.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc. (together, the “ OpCo Borrowers ”),
as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “ OpCo DIP Lenders ”),
and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession
Credit Agreement (the “ OpCo DIP Credit Agreement ”), providing for a senior secured super-priority priming term loan
debtor-in-possession credit facility in an aggregate principal amount of $270.0 million (the “ OpCo DIP Facility ”).

The OpCo DIP Facility consists of:

·

new money term loan commitments in an aggregate principal amount of $90.0 million, of which $60.0 million was drawn in a single borrowing on the closing date; and

·

a roll-up facility pursuant to which up to $180.0 million of aggregate principal amount of prepetition super-priority revolving loan
obligations (including accrued and unpaid interest thereon), held by the OpCo DIP Lenders will be deemed “rolled up” and converted
into term loans under the OpCo DIP Facility consisting of roll-up term loans (2026 bridge) and roll-up term loans (rev), on a cashless
basis at a ratio of two dollars of roll-up term loans for every one dollar of new money commitments funded.

Approximately $34.0 million of undrawn letters
of credit outstanding as of the closing date were deemed issued under the OpCo DIP Credit Agreement at closing. Any drawings under such
letters of credit will be deemed to be an additional borrowing of roll-up term loans that increases the outstanding principal amount of
roll-up term loans (rev) under the OpCo DIP Facility by a corresponding amount.

The new money term loans under the OpCo DIP Facility
bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans (2026
bridge) bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term loans
(rev) under the OpCo DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 0.00%) plus 2.25%, payable in
cash.

The OpCo DIP Facility is subject to a commitment
fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans
are funded.

The OpCo DIP Facility matures on the earliest to
occur of:

·

May 28, 2027,

·

the effective date of a chapter 11 plan,

·

the acceleration of the outstanding term loans and termination of commitments,

·

certain other customary events set forth in the OpCo DIP Credit Agreement, and

·

the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The OpCo DIP Facility is subject to a minimum liquidity covenant requiring
liquidity of not less than $100.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating disbursements
not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable testing periods.
The Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and confirmation of
the Plan.

The proceeds of the OpCo DIP Facility may be used
to:

·

roll up amounts outstanding under the prepetition revolving loan obligations,

·

make adequate protection payments,

·

pay the fees, expenses, and administrative costs of the Chapter 11 Cases,

·

pay obligations arising from or related to the carve-out,

·

pay prepetition obligations as approved by the Bankruptcy Court, and

·

fund working capital and other general corporate needs and purposes of the OpCo Borrowers and certain of their affiliates, in each
case in accordance with the OpCo DIP Credit Agreement and the applicable debtor-in-possession orders of the Bankruptcy Court (the “ DIP
Orders ”), including an approved budget, subject to permitted variances.

The obligations under the OpCo DIP Facility are
guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the OpCo Borrowers and guarantors, subject
to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The
OpCo DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary
for debtor-in-possession financings of this type.

Super-Holdco DIP Credit Agreement

On May 28, 2026, the Company, as parent, Trinseo
NA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC (together, the “ SHC Borrowers ”),
as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time (the “ SHC DIP Lenders ”),
and Alter Domus (US) LLC, as administrative agent and collateral agent, entered into a Senior Secured Super-Priority Debtor-In-Possession
HoldCo Credit Agreement (the “ Super-Holdco DIP Credit Agreement ”), providing for a senior secured super-priority priming
term loan debtor-in-possession credit facility in an aggregate principal amount of $157.5 million (the “ Super-Holdco DIP Facility ”).

The Super-Holdco DIP Facility consists of:

·

new money term loan
commitments in an aggregate principal amount of $52.5 million, of which $35.0 million
was drawn in a single borrowing on the closing date; and

·

a roll-up facility pursuant to which $105.0 million of aggregate principal amount of prepetition first lien term loan obligations
(including accrued and unpaid interest thereon) held by the SHC DIP Lenders will be deemed “rolled up” and converted into
term loans under the Super-Holdco DIP Facility, on a cashless basis at a ratio of two dollars of roll-up term loans for every one dollar
of new money commitments funded.

The new money term loans under the Super-Holdco
DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 9.00%, payable in cash. The roll-up term
loans under the Super-Holdco DIP Facility bear interest at a rate per annum equal to SOFR (subject to a floor of 3.00%) plus 8.50%, payable
in cash.

The Super-Holdco DIP Facility is subject to a commitment
fee, which was paid in kind in full at closing, and a put option premium, which is payable in kind on each date that new money term loans
are funded.

The Super-Holdco DIP Facility matures on the earliest
to occur of:

·

May 28, 2027,

·

the effective date of a chapter 11 plan,

·

the acceleration of the outstanding term loans and termination of commitments,

·

certain other customary events set forth in the Super-Holdco DIP Credit Agreement, and

·

the closing of a sale of all or substantially all assets or equity of the loan parties (other than to another loan party).

The Super-Holdco DIP Facility is subject to a minimum liquidity covenant
requiring liquidity of not less than $25.0 million, tested weekly, and a disbursements variance covenant requiring total actual operating
disbursements not to exceed total budgeted operating disbursements (subject to certain exceptions) by more than 17.5% over applicable
testing periods. The Chapter 11 Cases are also subject to certain milestones, including deadlines for entry of the final DIP order and
confirmation of the Plan.

The proceeds of the Super-Holdco DIP Facility may
be used to:

·

roll up amounts outstanding under the prepetition first lien secured obligations,

·

make adequate protection payments,

·

pay the fees, expenses, and administrative costs of the Chapter 11 Cases,

·

pay obligations arising from or related to the carve-out,

·

pay prepetition obligations as approved by the Bankruptcy Court, and

·

fund working capital and other general corporate needs and purposes of the SHC Borrowers and certain of their affiliates, in each
case in accordance with the Super-Holdco DIP Credit Agreement and the applicable DIP Orders (including an approved budget, subject to
permitted variances).

The obligations under the Super-Holdco DIP Facility
are guaranteed by each guarantor party thereto and secured by liens on substantially all assets of the SHC Borrowers and guarantors, subject
to certain exceptions, and constitute super-priority administrative expense claims under section 364(c) of the Bankruptcy Code. The
Super-Holdco DIP Credit Agreement contains representations and warranties, affirmative and negative covenants, and events of default customary
for debtor-in-possession financings of this type.

The foregoing descriptions of the OpCo DIP Credit
Agreement and the Super-Holdco DIP Credit Agreement included in this Current Report on Form 8-K do not purport to be complete and
are qualified in their entirety by reference to the complete terms of the OpCo DIP Credit Agreement and the Super-Holdco DIP Credit Agreement,
copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and which are incorporated herein by reference.

Accounts Receivable Securitization Facility

In connection with the Chapter 11 Cases and the
DIP Facilities, on May 29, 2026, Styron Receivables Funding Designated Activity Company, a company incorporated in Ireland (the “ AR
Borrower ”), Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative
agent, and GLAS Americas LLC, as collateral agent, entered into an Amendment and Restatement Agreement (the “ Amendment and Restatement
Agreement ”), which amends and restates the Credit and Security Agreement, dated as of July 18, 2024 (as amended and restated,
the “ AR Credit Agreement ”). The AR Credit Agreement provides for a non-recourse revolving credit facility in an aggregate
amount of up to $150.0 million (the “ AR Facility ”), collateralized by certain trade receivables generated by certain
of the Company’s Swiss, German, Dutch and U.S. subsidiaries (the “ Originators ”).

Advances under the AR Credit Agreement bear interest
at a rate per annum equal to Term SOFR (subject to a floor of 2.00%) plus 6.00%, payable in cash. The AR Facility incurs interest on a
minimum of $75,000,000 of advances irrespective of actual amounts outstanding. The AR Borrower is also required to pay an unused facility
fee on a portion of the unfunded revolving commitments, as well as ongoing agent fees and servicing fees.

The AR Facility matures on the earliest to occur
of:

·

May 29, 2027,

·

the date the Debtors exit the Chapter 11 Cases under a chapter 11 plan, and

·

the occurrence of an amortization event as set forth in the AR Credit Agreement.

The proceeds of the AR Facility may be used to:

·

refinance the obligations under the existing credit and security agreement,

·

finance the purchase of eligible receivables,

·

pay transaction expenses, interest, fees and other amounts due under the AR Credit Agreement and the other transaction documents,
and

·

repay the subordinated junior loan note.

The obligations under the AR Facility are secured
by a first-priority security interest in substantially all of the AR Borrower’s assets, including all pool receivables, related
security, collections, collection accounts and other transaction accounts, and all proceeds of any of the foregoing. The AR Credit Agreement
contains representations, warranties, affirmative and negative covenants, and amortization events customary for receivables securitization
facilities of this type, including but not limited to a cross-default to the Company’s and its subsidiaries’ other material
indebtedness.

As part of exit financing contemplated by the Plan, the Restructuring Support Agreement provides that, on the effective date of a chapter
11 plan, the AR Facility will be converted into, or refinanced by, an exit accounts receivable securitization facility on terms and conditions
to be agreed upon by the Debtors and the creditor parties.

The foregoing description of the Amendment and
Restatement Agreement and the AR Credit Agreement included in this Current Report on Form 8-K does not purport to be complete and
is qualified in its entirety by reference to the complete terms of the Amendment and Restatement Agreement (including the AR Credit Agreement
attached thereto as Exhibit A), a copy of which is attached hereto as Exhibit 10.3, and which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01 above is also responsive
to this Item 2.03 and is hereby incorporated by reference into this Item 2.03.

Forward-Looking Statements

This Current Report on Form 8-K contains
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about
the DIP Facilities, the AR Facility, the Restructuring Transactions, the Chapter 11 Cases, the Plan, debtor-in-possession financing,
accounts receivable securitization financing, the Company’s financial position, and the Company’s ability to continue
operating in the ordinary course. These forward-looking statements are based upon current expectations and involve risks and
uncertainties, including the Company’s ability to consummate the Restructuring Transactions on the terms contemplated by the
Restructuring Support Agreement and the term sheet attached thereto or at all; negotiate, execute and perform definitive documents;
obtain entry of the final DIP Orders and Bankruptcy Court confirmation of the Plan; obtain and consummate exit financing; satisfy or
waive conditions to the effective date of the Plan, including any required governmental or regulatory approvals and Irish law
implementation steps; satisfy borrowing base and other conditions to continued availability under the AR Facility; maintain the AR
Facility and the related receivables securitization structure during the Chapter 11 Cases; and manage its business during the
Chapter 11 Cases. Additional information and key risks applicable to these statements are described in the Company’s Annual
Report on Form 10-K, under Part I, Item 1A — “Risk Factors,” and elsewhere in the Company’s
other reports, filings and furnishings made with the U.S. Securities and Exchange Commission from time to time. All forward-looking
statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments
may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise
any forward-looking statements, except as required by law.

Item 9.01
Financial Statements and Exhibits.

(d)  Exhibits .

Exhibit No.

Description

10.1 +

Senior Secured Super-Priority Debtor-In-Possession Credit Agreement, dated as of May 28, 2026, by and among Trinseo Luxco S.à r.l., as holdings, Trinseo Holding S.à r.l. and Trinseo Materials Finance, Inc., as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent

10.2 +

Senior Secured Super-Priority Debtor-In-Possession HoldCo Credit Agreement, dated as of May 28, 2026, by and among Trinseo PLC, as parent, Trinseo NA Finance LLC, as holdings, Trinseo Luxco Finance SPV S.à r.l. and Trinseo NA Finance SPV LLC, as borrowers, the guarantors party thereto from time to time, the lenders party thereto from time to time, and Alter Domus (US) LLC, as administrative agent and collateral agent

10.3 +^

Amendment and Restatement Agreement, dated as of May 29, 2026, by and among Styron Receivables Funding Designated Activity Company, as borrower, Trinseo Ireland Global IHB Limited, as investment manager, the lenders party thereto, GLAS USA LLC, as administrative agent, and GLAS Americas LLC, as collateral agent (including the Amended and Restated Credit and Security Agreement attached thereto as Exhibit A)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

+

Certain of the schedules and attachments to this
exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information
regarding such omitted materials to the SEC upon request.

^

Certain portions of this exhibit have been redacted
in accordance with Regulation S-K, Item 601(b)(10).