S-8

As filed with the Securities and Exchange Commission on August 4, 2023

REGISTRATION NO. 333 –           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

the SECURITIES ACT OF 1933

Trinseo PLC

(Exact Name of Registrant as Specified in Its Charter)

Ireland	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

440 East Swedesford Road

Suite 301

Wayne, PA 19087

(Address, Including Zip Code, of Principal Executive Offices)

Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan

(Full Title of the Plan)

Angelo Chaclas

Senior Vice President, Chief Legal Officer and Corporate Secretary

440 East Swedesford Road

Suite 301

Wayne, PA 19087

(610) 240-3200

(Name, Address and Telephone Number, Including Area Code, of Agent For Service)

with copies to:

Craig Marcus

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

212 596 9000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	⌧	Accelerated filer	◻
		Smaller reporting company	◻
Non-accelerated filer	◻	Emerging growth company	◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed by the registrant, Trinseo PLC (the “Company”), for the purpose of increasing the number of shares of common stock to be issued under the Trinseo PLC Amended & Restated 2014 Omnibus Incentive Plan (the “Plan”) by 1,400,000 shares, from 6,175,000 shares to 7,575,000 shares. In accordance with General Instruction E to Form S-8, the Company incorporates by reference the contents of the Registration Statement on Form S-8 (Registration No. 333- 266696) filed on August 9, 2022, Registration Statement on Form S-8 (Registration No. 333-240195) filed on July 30, 2020 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021, the Registration Statement on Form S 8 (Registration No. 333-232925) filed on July 31, 2019 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021, and the Registration Statement on Form S-8 (Registration No. 333-196973) filed on June 23, 2014 and Post-Effective Amendment No. 1 to such Registration Statement filed on October 8, 2021. The shareholders of the Company approved a proposal to amend the Plan for this purpose at the annual general meeting of shareholders on June 14, 2023.

Item 8. Exhibits.

Exhibit Number	Description
4.1	Memorandum and Articles of Association of Trinseo PLC (previously filed as Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 17, 2022 and incorporated herein by reference).
4.2	Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 16, 2023 and incorporated herein by reference).
5.1	Opinion of McCann Fitzgerald.
23.1	Consent of PricewaterhouseCoopers LLP.
23.2	Consent of Deloitte & Touche LLP.
23.3	Consent of McCann Fitzgerald (included in Exhibit 5.1).
24.1	Powers of Attorney (included on the signature page of this Registration Statement).
107	Calculation of Filing Fee Table

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania on the 4th day of August, 2023.

TRINSEO PLC
By:	/s/ Frank A. Bozich
Name:	Frank A. Bozich
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each officer and director of Trinseo PLC whose signature appears below constitutes and appoints Frank A. Bozich and David Stasse, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Trinseo PLC, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank A. Bozich	Director, President and Chief Executive Officer (Principal Executive Officer)	August 4, 2023
Frank A. Bozich
/s/ David Stasse	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	August 4, 2023
David Stasse
/s/ Bernard M. Skeete	Vice President, Global Controller & PAO (Principal Accounting Officer)	August 4, 2023
Bernard M. Skeete
/s/ K’Lynne Johnson	Director	August 4, 2023
K’Lynne Johnson
/s/ Joseph Alvarado	Director	August 4, 2023
Joseph Alvarado
/s/ Victoria Brifo	Director	August 4, 2023
Victoria Brifo
/s/ Jeffrey J. Cote	Director	August 4, 2023
Jeffrey J. Cote

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/s/ Pierre-Marie De Leener	Director	August 4, 2023
Pierre-Marie De Leener
/s/ Jeanmarie Desmond	Director	August 4, 2023
Jeanmarie Desmond
/s/ Matthew Farrell	Director	August 4, 2023
Matthew Farrell
/s/ Sandra Beach Lin	Director	August 4, 2023
Sandra Beach Lin
/s/ Henri Steinmetz	Director	August 4, 2023
Henri Steinmetz
/s/ Mark Tomkins	Director	August 4, 2023
Mark Tomkins

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EX-5.1

OUR REF	YOUR REF	DATE
DJB\62957057.3		4 August 2023
Trinseo PLC Riverside One, Sir John Rogerson’s Quay Dublin 2 Ireland
Trinseo PLC (the “Company”)

Dear Sirs,

1. Basis of Opinion

1.1 We are acting as Irish counsel to the Company, a public limited company incorporated under the laws of Ireland under registered number 562693, in connection with the proposed registration by the Company, pursuant to a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on or around the date hereof under the Securities Act of 1933, as amended, for the registration of additional 1,400,000 additional ordinary shares in the capital of the Company with a nominal value of USD 0.01 each (the “Ordinary Shares”) that are proposed to be issued under the Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan approved by the Company’s general meeting of shareholders on 14 June 2023 (the “Annual Shareholders General Meeting”) and attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on 16 June 2023 (the “Plan”).

1.2 This Opinion is confined to and given in all respects on the basis of the laws of Ireland in force as at the date hereof as currently applied by the courts of Ireland. It is also given on the basis that it is governed by and is to be construed in accordance with the laws of Ireland. We have made no investigations of and express no opinion as to the laws of any other jurisdiction or the effect thereof. This Opinion speaks only as of its date and we assume no obligation to notify you of any future changes in law, which may affect this Opinion in any respect.

1.3 This Opinion is strictly confined to the matters stated herein and is not to be read as extending by implication or otherwise to any other matter.

1.4 In giving this Opinion, we have examined the documents and searches listed in the Schedule. We have also reviewed copies of such corporate records of the Company as we have deemed necessary as a basis for the opinions hereinafter expressed.

2. Assumptions

2.1 For the purpose of giving this Opinion, we have assumed the following (without any responsibility on our part if any assumption proves to have been untrue as we have not verified independently any assumption):

(a) the truth, accuracy and completeness of the contents of such documents and searches reviewed by us and of any certificates of officers of the Company and/or of public officials reviewed by us;

(b) the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents sent to or reviewed by us by email in pdf or other electronic format and the authenticity of the originals of such documents;

(c) that the copies of minutes of meetings and/or of resolutions reviewed by us correctly record the proceedings at such meetings and the subject matter which they purport to record and that any meetings referred to in such copies were duly convened, duly quorate and held, that those present at any such meetings were entitled to attend and vote at the meeting and acted bona fide throughout and that no further resolutions have been passed or other action taken which would or might alter the effectiveness thereof;

(d) that the memorandum and articles of association of the Company reviewed by us are the current memorandum and articles of association, are up to date and have not been amended or superseded;

(e) the accuracy and completeness of the information disclosed in the searches referred to in the schedule and that such information has not since the time of such search or enquiry been altered. It should be noted that searches at the Companies Registration Office, Dublin – the central official registry for Irish-incorporated companies - do not necessarily reveal whether or not a resolution has been passed or a petition presented or any other action taken for the winding-up of or the appointment of a receiver or an examiner to a company;

(f) that as of today’s date and at each time Ordinary Shares are issued none of the resolutions and authorities of the shareholders or directors of the Company upon which we have relied nor the memorandum and articles of association of the Company have been varied, amended or revoked in any respect or have expired, and that the Ordinary Shares will be issued in accordance with such resolutions and authorities, the memorandum and articles of association of the Company and the terms of the Plan;

(g) that at each time Ordinary Shares will be issued, the Company will then have sufficient authorised but unissued share capital to allow for the issue of such Ordinary Shares;

(h) that the filing of the Registration Statement with the SEC has been authorised by all necessary actions under all applicable laws other than Irish law;

(i) that the Registration Statement becomes and remains effective;

(j) that the Company will receive consideration equal to the aggregate of the nominal value and any premium required to be paid up on the Ordinary Shares issued pursuant to awards under the Plan and that such consideration will be in cash and/or otherwise provided in accordance with Irish law;

(k) where treasury shares are being re-issued, the maximum and minimum prices of re-issue shall have been determined in advance at a general meeting of the Company (or by written resolution passed in lieu thereof) in accordance with the requirements of section 1078 of the Companies Act;

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(l) that there are no facts or circumstances which are not apparent from the face of the documents listed in the Schedule, and no documents other than those referred to in this Opinion or other arrangements, that could affect the opinions expressed in this Opinion; and

(m) that insofar as any obligation under the Plan is performed in, or is otherwise subject to, any jurisdiction other than Ireland, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction.

3. Opinion

Subject to the foregoing we are of the opinion that, upon issuance in accordance with the Plan and the Registration Statement, the Ordinary Shares will be validly issued, fully paid and not subject to calls for any additional payments (“non-assessable”).

We hereby consent to the inclusion of this Opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein. In giving such consent, we do not admit that we are included in the category of persons whose consent is required under section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ McCann FitzGerald LLP

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Schedule

1. a copy of the Plan;

2. a certificate executed by a director of the Company dated 4 August 2023 and the documents attached thereto; and

3. the results of searches made by independent law searchers on our behalf against the Company on 4 August 2023 in the Irish Companies Registration Office and in the Petitions Section and Judgments Office of the Central Office of the Irish High Court in Dublin.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Trinseo PLC of our report dated February 27, 2023 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Trinseo PLC’s Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

August 4, 2023

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 10, 2023 relating to the financial statements of Americas Styrenics LLC appearing in the Annual Report on Form 10-K of Trinseo PLC for the year ended December 31, 2022.

/s/ DELOITTE & TOUCHE LLP

Houston, TX

August 4, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Trinseo PLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type		Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee(2)
Equity		Ordinary Shares, $0.01 par value per share	457(c) and 457(h)	1,400,000(1)	$17.69(2)	$24,766,000	0.0001102	$2,730
Total Offering Amounts						$24,766,000		$2,730
Total Fee Offsets								$-
Net Fee Due								$2,730
(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminable number of additional Ordinary Shares that may become issuable pursuant to terms of the Trinseo PLC Amended and Restated 2014 Omnibus Incentive Plan designed to prevent dilution resulting from stock splits, stock dividends or similar events.
(2)	Estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(c) and (h) upon the basis of the average of the high and low prices ($18.02 and $17.36) of an Ordinary Share as reported by the New York Stock Exchange composite transactions on July 31, 2023.