UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 3, 2021, Trinseo S.A., a public limited liability company (société anonyme) existing under the laws of Luxembourg (the “Company”), filed a Current Report on Form 8- K (the “Initial Report”) with the Securities and Exchange Commission to disclose that it had completed its previously-announced agreement with Arkema S.A. (“Arkema”) to acquire its polymethyl methacrylates (“PMMA”) and activated methyl methacrylates (“MMA”) business (the “Acquisition”), through the purchase of shares of certain subsidiaries of Arkema (the “PMMA business”). The historical PMMA business (also referred to as the “Arkema business,” the “Mallarmé business,” or the “Mallarmé combined group”) also included the operations of a manufacturing site in South Korea. However, this site is not within the scope of the Acquisition. As such, the unaudited pro forma combined financial information described below includes transaction accounting adjustments reflecting the exclusion of the South Korea site and related operations.
This Amendment No. 1 to the Current Report on Form 8-K/A (“Amendment No. 1”) is being filed to amend the Initial Report to include the historical audited combined carve-out financial statements of the Arkema business and the pro forma combined financial information of Trinseo S.A., including the PMMA business required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial Report.
The pro forma financial information included in this Amendment No. 1 has been presented for informational purposes only. It does not purport to represent the actual results of operations that the Company and the PMMA business would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after the acquisition. Except as described above, all other information in the Initial Report remains unchanged.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
Exhibit 99.1 - The audited combined carve-out financial statements of the Arkema business as of and for the years ended December 31, 2020 and 2019.
| (b) | Pro Forma Financial Information. |
Exhibit 99.2 - The unaudited pro forma combined financial information of the Company and the PMMA business for the fiscal year ended December 31, 2020.
ITEM 9.01 Exhibits.
Exhibit |
| Description |
23.1 | ||
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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/ David Stasse |
| Name: | David Stasse |
| Title: | Executive Vice President and Chief Financial Officer |
Date: July 13, 2021 |
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