### 8-K - FORM 8-K
0001519061
2026-05-25
2026-05-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of The Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
May 25, 2026
Trinseo
PLC
(Exact name of registrant
as specified in its charter)
Ireland |
|
001-36473 |
|
N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification Number) |
440
East Swedesford Road , Suite 301 ,
Wayne ,
Pennsylvania 19087
(Address of principal
executive offices, including zip code)
( 610 ) 240-3200
(Telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each
Class |
Trading
symbol(s) |
Name of Each Exchange
on which registered |
Ordinary Shares, par value $0.01 per share |
TSEOF |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
As previously disclosed, Trinseo PLC (the “ Company ,”
“ we ” or “ us ”) and certain of its direct and indirect subsidiaries (collectively, the “ Debtors ”)
intend to conduct a comprehensive restructuring of the Company’s capital structure (the “ Restructuring Transactions ”)
through a joint prepackaged plan of reorganization (the “ Plan ”) under Chapter 11 of Title 11 of the United States Code
(the “ Bankruptcy Code ”). The Restructuring Transactions are expected to reduce the Company’s total debt by approximately
$2.0 billion and reduce its annual interest expense by approximately $140 million. Pursuant to a Restructuring Support Agreement (the
“ RSA ”) with holders of a significant majority of the Company’s debt (collectively, the “ Supporting Creditors ”),
the Supporting Creditors have committed to support and vote for the Plan and use commercially reasonable efforts to complete the Restructuring
Transactions. For a description of the material terms of the RSA, see the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on May 13, 2026 (the “ RSA 8-K ”), which description is incorporated herein by reference. Capitalized
terms not defined herein have the meanings given to them in the RSA filed as Exhibit 10.1 in the RSA 8-K or in the body of the RSA 8-K.
ITEM 1.03 Bankruptcy or Receivership.
Voluntary Petition
On May 26, 2026 (the “ Petition Date ”),
the Debtors filed voluntary petitions (the “ Chapter 11 Cases ”) under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Bankruptcy Court ”) to implement
the Plan and the transactions set forth therein and in the RSA. The Plan embodies the terms of, and transactions contemplated by, the
RSA.
On May 25, 2026, prior to commencing the Chapter
11 Cases, the Company commenced solicitation for approval of the Plan by eligible claimholders by transmitting its disclosure statement
(the “ Disclosure Statement ”) and related solicitation materials to such eligible claimholders, and anticipates completing
solicitation during the Chapter 11 Cases.
The Debtors have requested that the Bankruptcy
Court administer the Chapter 11 Cases jointly for administrative purposes only under the caption In re Trinseo PLC, et al. The Debtors
will continue to operate their business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
The Debtors filed customary first day motions with
the Bankruptcy Court to ensure its ability to continue operating in the ordinary course of business both domestically and internationally,
including its authority to pay employees, vendors, and customers. The Plan and the “first day” relief anticipate that vendors
and other unsecured creditors will be paid in full and in the ordinary course of business.
The Debtors also filed motions seeking entry of
orders approving (i) the Company’s access to a fully committed $158 million debtor-in-possession financing (the “DIP
Facilities”) and (ii) the replacement of the Company’s existing accounts receivable securitization program (the “Securitization
Program”). The DIP Facilities and the Securitization Program are expected to provide the Debtors with day-to-day operating liquidity
during the Chapter 11 Cases to continue their business operations in the ordinary course.
Item 2.04. Triggering Events that Accelerate or Increase a Direct
Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Cases described in
Item 1.03 above constitutes an event of default under the Debtor’s prepetition funded debt agreements, including, without limitation:
· | the
Credit Agreement dated September 6, 2017, as amended, governing the Debtors’ term loans; |
| | |
· | the
Credit Agreement dated September 8, 2023, as amended, governing the Debtors’ first lien term loans; |
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· | the
Credit Agreement dated January 17, 2025, as amended, governing the Debtors’ super-priority revolving credit facility; |
| | |
· | the
Credit and Security Agreement dated July 18, 2024, as amended, governing the Debtors’ Securitization Program; and |
| | |
· | the
Indenture dated January 17, 2025, as supplemented, governing the Debtors’ 7.625% second lien senior secured notes due 2029 |
(collectively, the “ Debt Instruments ”).
The Debt Instruments provide that, as a result
of the filing of the Chapter 11 Cases, the principal, premium, if any, accrued and unpaid interest and any other monetary obligations
due thereunder are immediately due and payable. However, under section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases
operated as an automatic stay of, among other things, the ability of the Debtors’ creditors to seek remedies to enforce their respective
rights against the Debtors under the Debt, and the holders’ rights of enforcement in respect of the Debt Instruments are subject
to the applicable provisions of the Bankruptcy Code. In addition, the Supporting Creditors have agreed to forbear from exercising remedies
under the Debt Instruments pursuant to the RSA. The Plan contemplates the satisfaction or discharge of obligations under the Debt Instruments.
Item 7.01. Regulation FD Disclosure.
Press Release
On May 26, 2026, the Company issued a press release
announcing the filing of the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Disclosure Statement
Pursuant to the RSA, the Company commenced the
solicitation of votes on the Plan from certain holders of claims prior to the filing of the Chapter 11 Cases and will continue solicitation
during the Chapter 11 Cases. In connection with the solicitation, the Disclosure Statement was distributed to certain creditors of the
Company that are entitled to vote under the Plan, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated into this Item 7.01 by reference.
This Current Report on Form 8-K is not a solicitation
of votes to accept or reject the Plan or an offer to sell securities of the Company. Any solicitation of votes or offer to sell or solicitation
of an offer to buy any securities of the Company will be made only pursuant to and in accordance with the Disclosure Statement (as may
be amended) and any applicable order of the Bankruptcy Court.
Form of Combined Notice
A notice (the “Combined Notice”) of the Chapter 11 Cases, the combined hearing to consider approval of the Disclosure Statement and any
objections thereto and to consider confirmation of the Plan and any objections thereto, applicable objection deadlines, summaries of
the Plan, and related matters will be served on certain notice parties by the Company’s claims agent, Kroll Inc., a form of
which is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Company’s
securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s
securities may bear little or no relationship to the actual recovery, if any, by the holders of the Company’s securities in the
Chapter 11 Cases. Pursuant to the terms of the RSA, existing lenders are expected to receive substantially all of the equity of the reorganized
Company. Holders of the Company’s Existing Equity Interests are expected to have their equity interests cancelled and will receive
no recovery.
Additional Information on the Chapter 11 Cases
Court filings and information about the Chapter
11 Cases can be found at a website maintained by the Company’s claims agent, Kroll Inc., at https://restructuring.ra.kroll.com/trinseo,
or by contacting Kroll Inc. at (888) 401-9681 (toll-free) and (332) 232-3252 (international). Additional information regarding the restructuring
is available at www.StrengtheningTrinseo.com. The documents and other information available via these websites are not part of this Current
Report and shall not be deemed incorporated herein. The Company intends to use these websites, in addition to its investor relations website,
press releases, SEC filings and other public communications, as a means of disclosing certain material, non-public information and complying
with certain applicable disclosure obligations.
The information included in this Current Report
under Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, attached hereto is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities
Act of 1933, as amended, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference
in such filing.
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. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including estimates, forecasts,
and projections about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations,
plans, and objectives and the Company’s industry and market growth. Words such as “could,” “will,” “may,”
“assume,” “forecast,” “position,” “predict,” “strategy,” “expect,”
“intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,”
“budget,” “potential,” “forward” or “continue” and similar expressions are used to identify
forward-looking statements. All statements in this Current Report on Form 8-K that are not historical are forward-looking statements,
including statements about the Restructuring Transactions, the Chapter 11 Cases, the Plan, the Company’s financial position, the
Company’s ability to continue operating in the ordinary course, including continuing to serve customers and pay vendors and employees
in the ordinary course, and the potential effects of such transactions on the Company’s financial position, capital structure, outstanding
debt and interest expense. These forward-looking statements are based upon current expectations and involve risks and uncertainties, including
the Company’s ability to consummate the Restructuring Transactions; negotiate, execute and perform definitive documents; obtain
Bankruptcy Court approval of the Plan and other requested relief and confirm and consummate the Plan; obtain and consummate exit financing;
satisfy or waive conditions to the Plan Effective Date, including any required governmental or regulatory approvals and Irish law implementation
steps; complete the Chapter 11 process on an expedited basis; reduce the Company’s debt obligations and interest expense; execute
on the Company’s long-term growth strategy and operate from a positive free cash flow position; the length of time the Company will
operate under the Chapter 11 Cases; the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity and results
of operations; the timing or amount of recovery, if any, to the Company’s stakeholders; uncertainty regarding the Company’s
ability to retain key personnel; the diversion of management’s attention as a result of the Chapter 11 Cases; increased administrative
and legal costs related to the Chapter 11 Cases; changes in the Company’s ability to meet its financial obligations during the Chapter
11 Cases and to maintain contracts that are critical to its operations; the effectiveness of the overall restructuring activities pursuant
to the Chapter 11 Cases and any additional strategies that the Company may employ to address its liquidity and capital resources and achieve
its stated goals; the actions and decisions of equity holders, creditors, regulators, and other third parties that have an interest in
the Chapter 11 Cases, which may interfere with the ability to confirm and consummate the Plan; risks relating to the continued over-the-counter
quotation of the Company’s ordinary shares. 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 |
|
Exhibits. |
10.1 |
|
Restructuring Support Agreement, dated May 13, 2026 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36473) filed on May 13, 2026) |
99.1 |
|
Press Release, dated May 26, 2026 |
99.2 |
|
Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of Trinseo PLC and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code, dated May 25, 2026 |
99.3 |
|
Form of Combined Notice |
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.
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TRINSEO PLC |
|
|
|
By: |
/s/ David Stasse |
|
Name: |
David Stasse |
|
Title: |
Executive Vice President and Chief Financial Officer |
|
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|
Date: May 26, 2026 |
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### EX-99.1 - EXHIBIT 99.1
EX-99.1
2
tm2615591d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
Trinseo Takes Next Step to Implement Restructuring
Support Agreement and Strengthen Financial Foundation
Commences court-supervised financial restructuring
with support of majority lenders
Continues to deliver leading specialty material
solutions to customers worldwide without interruption
Expects to move through process on expedited
basis and emerge with enhanced flexibility to drive innovation and support growth
WAYNE, Pa., May 26, 2026 (BUSINESS WIRE) – Trinseo PLC (the “Company”
or “Trinseo”) (OTCM: TSEOF), a specialty material solutions provider, has today taken the next step to implement the pre-packaged
restructuring plan described in the previously announced Restructuring Support Agreement (“RSA”) with parties that hold a
significant majority of its debt. The transactions contemplated under the RSA will reduce Trinseo’s debt by approximately $2.0 billion
and reduce its annual interest expense by approximately $140 million.
To implement the pre-packaged restructuring plan described in the RSA,
the Company with the support of lenders collectively holding a majority of its senior secured debt has commenced voluntary chapter 11
cases in the United States Bankruptcy Court for the Southern District of Texas. Trinseo expects to move through this process on an expedited
basis, subject to customary regulatory approvals, and emerge with a stronger financial foundation and enhanced flexibility to drive innovation
and support growth. The Company is continuing to operate as usual and continues to deliver the same high-quality products and services
its customers value. No concessions from employees, customers, vendors or suppliers are part of the RSA.
While the restructuring is expected to benefit the entire Trinseo enterprise,
the chapter 11 cases are limited to certain of Trinseo’s U.S. affiliates, and certain non-operating affiliates outside the U.S.
No other Trinseo affiliates are included in the chapter 11 cases.
“We take this next step in strengthening our financial foundation
confident that we are best positioning Trinseo for the future,” said Frank Bozich, President and Chief Executive Officer of Trinseo.
“Through this process, we will significantly improve our balance sheet and financial flexibility while continuing to manufacture
products, serve our customers, drive innovation and uphold our commitments to suppliers and vendors. The tremendous support from our lenders
reflects their strong belief in Trinseo and the important role we play for customers around the world. We are grateful to our employees
for their continued dedication, hard work and resilience, and look forward to all that lies ahead for Trinseo.”
The restructuring will be funded by a fully committed ~$158 million
debtor-in-possession financing, as well as exit financing. Pursuant to the terms of the previously announced RSA, existing lenders
are expected to receive nearly 100% of the equity of the reorganized Company. All holders of general unsecured claims, including trade
creditors, vendors and suppliers, are expected to be unimpaired.
The Company also announced a new $150 million non-recourse revolving
credit facility collateralized by Company trade receivables, which replaces its existing financing facility of the same size.
As part of the chapter 11 process, the Company has filed customary
motions to allow Trinseo to maintain its normal operations, including an All-Trade Motion to pay vendors and suppliers for goods
and services provided on or after the filing date under normal terms, ensuring they are unimpaired in the process. In addition, the Company
has filed motions pertaining to customer and employee compensation and benefits programs to ensure there will be no impact on customers
and employees.
For
additional information regarding the restructuring, please visit Trinseo’s dedicated microsite at www.StrengtheningTrinseo.com .
Bankruptcy Court filings and other information regarding the
case can be found at https://restructuring.ra.kroll.com/trinseo , or by contacting Kroll Inc., the Company’s noticing and
claims agent, at (888) 401-9681 (toll-free) and (332) 232-3252 (international).
Trinseo is advised by Latham & Watkins LLP as legal advisor, Hunton
Andrews Kurth LLP as co-counsel, Centerview Partners LLC as investment banker, and FTI Consulting as financial and communications advisor.
An ad hoc group of Senior Secured Lenders is advised by Paul Hastings LLP and PJT Partners. An ad hoc group of Term Lenders
is advised by Gibson, Dunn & Crutcher LLP and Lazard Frères & Co.
Media Contact
Thom Sueta
Director, Corporate Communications
Phone: +1.267.216.7923
Email: media@trinseo.com
Rose Temple / Diana Sangiorgio
TrinseoComms@fticonsulting.com
Investor Contact
Bee van Kessel
SVP, Corporate Finance and Investor Relations
Phone: +1.835.235.0735
Email: investorrelations@trinseo.com
Cautionary Note on Forward-Looking Statements
This press release may contain forward-looking statements
including, without limitation, statements concerning plans, objectives, goals, projections, forecasts, strategies, future events or
performance, and underlying assumptions and other statements, which are not statements of historical facts or guarantees or
assurances of future performance. Forward-looking statements may be identified by the use of words like “expect,”
“anticipate,” “believe,” “intend,” “forecast,” “outlook,”
“will,” “may,” “might,” “see,” “tend,” “assume,”
“potential,” “likely,” “target,” “plan,” “contemplate,”
“seek,” “attempt,” “should,” “could,” “would” or expressions of similar
meaning. Forward-looking statements reflect management’s evaluation of information currently available and are based on the
Company’s current expectations and assumptions regarding its business, the economy, its current indebtedness, and other future
conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes
in circumstances that are difficult to predict. Factors that might cause future results to differ from those expressed by the
forward-looking statements include, but are not limited to, our ability to complete the steps contemplated by the RSA; our ability
to complete voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code; our ability to obtain Court approval of our
pre-packaged plan of reorganization and debtor-in-possession financing; our ability to complete the Chapter 11 process on an
expedited basis; our ability to obtain necessary regulatory approvals; our ability to reduce our debt obligations and interest
expense; the potential adverse effects of the Chapter 11 process on our liquidity and results of operations; the timing or amount of
recovery, if any, to our stakeholders; uncertainty regarding our ability to retain key personnel; the diversion of
management’s attention as a result of the Chapter 11 process; increased administrative and legal costs related to the Chapter
11 proceedings; changes in our ability to meet its financial obligations during the Chapter 11 proceedings and to maintain contracts
that are critical to its operations; the effectiveness of the overall restructuring activities pursuant to the Chapter 11 process
and any additional strategies that we may employ to address its liquidity and capital resources and achieve its stated goals; the
actions and decisions of equity holders, creditors, regulators, and other third parties that have an interest in the Chapter 11
process, which may interfere with the ability to confirm and consummate the steps contemplated by the RSA; our ability to execute on
our long-term growth strategy and operate from a positive free cash flow position; and those discussed in our Annual Report on Form
10-K, under Part I, Item 1A — “Risk Factors” and elsewhere in our other reports, filings and furnishings made with
the U.S. Securities and Exchange Commission from time to time. As a result of these or other factors, the Company’s actual
results, performance or achievements may differ materially from those contemplated by the forward-looking statements. Therefore, we
caution you against relying on any of these forward-looking statements. The forward-looking statements included in this press
release are made only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or otherwise, except as otherwise required by law.
# # #
2
### EX-99.2 - EXHIBIT 99.2
EX-99.2
3
tm2615591d1_ex99-2.htm
EXHIBIT 99.2
Exhibit 99.2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
Trinseo PLC, et al. ,
Debtors. 1
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x
:
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x
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Chapter 11
Case No. 26-_______ (____)
(Joint Administration Requested)
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DISCLOSURE
STATEMENT FOR THE
JOINT
PREPACKAGED PLAN OF REORGANIZATION OF TRINSEO PLC AND
ITS
DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
HUNTON ANDREWS KURTH LLP
Timothy A. (“Tad”) Davidson II
Philip M. Guffy
600 Travis Street, Suite 4200
Houston, TX 77002
Telephone: (713) 220-4200
Email: taddavidson@hunton.com
pguffy@hunton.com
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LATHAM &
WATKINS LLP
Ray C. Schrock
Ryan Preston Dahl
George Klidonas
Jonathan J. Weichselbaum
1271 Avenue of the
Americas
New York, NY 10020
Telephone: (212)
906-1200
Email: ray.schrock@lw.com
ryan.dahl@lw.com
george.klidonas@lw.com
jon.weichselbaum@lw.com
– and –
Benjamin M. Rhode
330 N. Wabash Avenue
Suite No. 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Email: benjamin.rhode@lw.com
|
Proposed Counsel for the Debtors
and Debtors in Possession
Dated: May 25, 2026
Houston, Texas
| 1 | A complete
list of each of the Debtors in the contemplated chapter 11 cases (the “ Chapter 11 Cases ”)
and the last four digits of each Debtor’s taxpayer identification number (if applicable) may be obtained on the website of the
Debtors’ proposed claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/. The Debtors’ mailing address
is 440 East Swedesford Road, Suite 301, Wayne, PA 19087. |
DISCLOSURE STATEMENT, DATED May
25, 2026
Solicitation of Votes on the
Joint Prepackaged Plan of Reorganization of
Trinseo
PLC AND ITS DEBTOR AFFILIATES
from Holders of Outstanding Claims in the
Following Classes:
VOTING CLASS |
NAME OF CLASS UNDER THE PLAN |
CLASS 4 |
RCF CLAIMS |
CLASS 5 |
SUPER HOLDCO 1L CLAIMS |
CLASS 6 |
OPCO TERM LOAN CLAIMS |
IF YOU ARE A HOLDER OF AN RCF CLAIM, SUPER
HOLDCO 1L CLAIM OR OPCO TERM LOAN CLAIM, YOU ARE RECEIVING THIS DISCLOSURE STATEMENT AND THE ACCOMPANYING MATERIALS
BECAUSE YOU MAY BE ENTITLED TO VOTE ON THE PLAN (AS DEFINED BELOW).
THIS SOLICITATION OF VOTES (THE “ SOLICITATION ”)
IS BEING COMMENCED TO OBTAIN VOTES ON THE PLAN FROM CREDITORS ENTITLED TO VOTE THEREON BEFORE THE FILING OF VOLUNTARY REORGANIZATION
CASES UNDER CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE (THE “ BANKRUPTCY CODE ”). ALTHOUGH SOLICITATION IS
COMMENCED FOR CERTAIN CREDITORS BEFORE THE FILING OF THE CHAPTER 11 CASES (AS DEFINED BELOW), THE VOTING DEADLINE FOR ALL HOLDERS OF CLAIMS
ENTITLED TO VOTE ON THE PLAN WILL BE ESTABLISHED AFTER THE COMMENCEMENT OF THE CHAPTER 11 CASES.
BECAUSE THE CHAPTER 11 CASES HAVE NOT YET BEEN
COMMENCED AS OF THE DATE SET FORTH ABOVE, THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT (AS DEFINED BELOW) AS
CONTAINING “ ADEQUATE INFORMATION ” WITHIN THE MEANING OF SECTION 1125(a) OF THE BANKRUPTCY CODE. FOLLOWING THE COMMENCEMENT
OF THE CHAPTER 11 CASES, THE DEBTORS EXPECT TO PROMPTLY SEEK AN ORDER OF THE BANKRUPTCY COURT (A) CONDITIONALLY APPROVING THIS DISCLOSURE
STATEMENT AS CONTAINING ADEQUATE INFORMATION, (B) APPROVING THE PREPETITION SOLICITATION OF VOTES FROM CREDITORS AS BEING IN COMPLIANCE
WITH SECTIONS 1125 AND 1126(b) OF THE BANKRUPTCY CODE, AND (C) SCHEDULING A HEARING TO CONSIDER (I) FINAL APPROVAL OF THE ADEQUACY
OF THIS DISCLOSURE STATEMENT, AND (II) CONFIRMATION OF THE PLAN, AMONG OTHER THINGS (THE “ SOLICITATION PROCEDURES ORDER ”).
ii
solicitation
materials are being distributed to all holders of RCF CLAIMS, SUPER HOLDCO 1L CLAIMS, AND OPCO TERM
LOAN CLAIMS BEFORE the petition date (as defined below). HOWEVER, SUCH HOLDERS SHOULD ONLY
VOTE BEFORE THE ENTRY OF THE SOLICITATION PROCEDURES ORDER IF THEY CAN CERTIFY THAT THEY ARE (A) A “ QUALIFIED INSTITUTIONAL
BUYER ” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ SECURITIES ACT ”)) OR (B) A NON-U.S.
PERSON IN AN “ OFFSHORE TRANSACTION ” (AS DEFINED UNDER REGULATION S UNDER THE SECURITIES ACT) (COLLECTIVELY, THE “ ELIGIBLE
HOLDERS ”).
NON-ELIGIBLE
HOLDERS OF RCF CLAIMS, SUPER HOLDCO 1L CLAIMS, AND OPCO TERM LOAN CLAIMS WILL
BE ENTITLED TO Submit their ballots (AS DEFINED IN THE SOLICITATION PROCEDURES ORDER) FOLLOWING THE ENTRY OF THE SOLICITATION PROCEDURES
ORDER BY THE BANKRUPTCY COURT. THE DEBTORS WILL PROMPTLY NOTIFY all SUCH NON-eligible HOLDERS OF RCF Claims, Super HoldCo 1L Claims, and
OpCo Term Loan Claims OF SUCH APPROVAL, AND SUCH NON-ELIGIBLE HOLDERS OF RCF CLAIMS, SUPER HOLDCO 1L CLAIMS, AND OPCO TERM LOAN CLAIMS
WILL BE ENTITLED TO VOTE ON THE PLAN AND RETURN THEIR APPLICABLE BALLOTS AT THAT TIME.
THE
VOTING DEADLINE FOR HOLDERS OF RCF Claims, Super HoldCo 1L Claims, and OpCo Term Loan Claims TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M.
(PREVAILING CENTRAL TIME) ON JUNE 29, 2026, UNLESS EXTENDED BY THE DEBTORS.
THE
RECORD DATE FOR DETERMINING WHICH HOLDERS OF ALLOWED RCF Claims, Super HoldCo 1L Claims, and OpCo Term Loan Claims ARE ENTITLED
TO VOTE ON THE PLAN IS May 21, 2026 (THE “ VOTING RECORD DATE ”).
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iii
RECOMMENDATION BY THE DEBTORS
AND CREDITOR SUPPORT
The board of directors or managers,
or members, as applicable, of each of the Debtors, has unanimously approved the transactions contemplated by the Solicitation and the
Plan and recommends that all creditors whose votes are being solicited submit ballots to accept the Plan.
As of the date of this Disclosure
Statement, and subject to the terms of the Restructuring Support Agreement, dated as of May 13, 2026 (together with all exhibits, supplements,
annexes, appendices, schedules, and term sheets attached thereto, and as may be amended, restated, amended and restated, supplemented,
or otherwise modified from time to time in accordance with the terms thereof, the “ Restructuring Support Agreement ”
or “ RSA ”), the following parties have agreed to vote in favor of the Plan:
a. Holders
of 100% in aggregate principal amount of RCF Claims;
b. Holders
of approximately 99.9% in aggregate principal amount of Super HoldCo 1L Claims; and
c. Holders
of approximately 86% in aggregate principal amount of OpCo Term Loan Claims (including approximately 57% of the OpCo 2028 Term Loans).
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HOLDERS OF CLAIMS OR INTERESTS SHOULD NOT CONSTRUE
THE CONTENTS OF THIS DISCLOSURE STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE AND SHOULD CONSULT WITH THEIR OWN
ADVISORS BEFORE VOTING ON THE PLAN.
THE ISSUANCE AND DISTRIBUTION OF THE REORGANIZED
COMMON INTERESTS IN RESPECT OF CLAIMS IN THE VOTING CLASSES CONTEMPLATED BY THE PLAN SHALL BE EXEMPT FROM, AMONG OTHER THINGS, THE REGISTRATION
REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT, PURSUANT TO SECTION 4(a)(2) OF THE SECURITIES ACT, PURSUANT TO SECTION 1145(a) OF THE
BANKRUPTCY CODE AND/OR ANY OTHER APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND SHALL BE EXEMPT FROM ANY OTHER STATE
AND LOCAL LAW REQUIRING REGISTRATION OF THE OFFERING, ISSUANCE, DISTRIBUTION OR SALE OF SECURITIES.
ALTHOUGH REORGANIZED COMMON INTERESTS ISSUED
PURSUANT TO SECTION 1145 OF THE BANKRUPTCY CODE AS CONTEMPLATED BY THE PLAN GENERALLY WILL BE FREELY TRANSFERABLE UNDER THE SECURITIES
ACT BY THE RECIPIENTS THEREOF, THEY WILL BE SUBJECT TO: (A) RESTRICTIONS THAT MAY BE APPLICABLE TO ANY PERSON RECEIVING SUCH SECURITIES
THAT IS AN “UNDERWRITER” WITH RESPECT TO SUCH SECURITIES, AS THAT TERM IS DEFINED IN SECTION 1145(B) OF THE BANKRUPTCY CODE;
(B) RESTRICTIONS THAT MAY BE APPLICABLE TO ANY PERSON RECEIVING SUCH SECURITIES THAT IS AN “AFFILIATE” OF THE REORGANIZED
DEBTORS (AS DEFINED IN RULE 144(A)(1) UNDER THE SECURITIES ACT) OR HAS BEEN SUCH AN “AFFILIATE” WITHIN 90 DAYS OF SUCH TRANSFER;
AND (C) ANY TRANSFER RESTRICTIONS, RESTRICTIVE LEGENDS, AND TRANSFER PROCEDURES IN THE NEW CORPORATE GOVERNANCE DOCUMENTS.
iv
The
Reorganized Common Interests issued pursuant to the Equity Rights Offering will be issued in reliance upon THE EXEMPTIONS FROM THE REGISTRATION
requirements of the Securities Act, including Section 4( a )(2), Regulation D, and/or
Regulation S of the Securities Act AND, IF APPLICABLE, SECTION 1145(a) OF THE BANKRUPTCY CODE.
The
Reorganized Common Interests issued pursuant to section 4( a )(2), Regulation
D, and/or Regulation S of the Securities Act will be “restricted securities” subject to resale restrictions and may be resold,
exchanged, assigned, or otherwise transferred only pursuant to registration under the Securities Act (or an applicable exemption from
such registration requirements) and other applicable law.
THE AVAILABILITY OF THE EXEMPTION UNDER SECTION
1145 OF THE BANKRUPTCY CODE OR ANY OTHER APPLICABLE SECURITIES LAWS WILL NOT BE A CONDITION TO THE OCCURRENCE OF THE EFFECTIVE DATE.
THE REORGANIZED COMMON INTERESTS TO BE ISSUED
ON THE EFFECTIVE DATE HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “ SEC ”) OR
BY ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY, AND NEITHER THE SEC NOR ANY SUCH AUTHORITY
HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
CERTAIN STATEMENTS CONTAINED IN THIS DISCLOSURE
STATEMENT, INCLUDING STATEMENTS INCORPORATED BY REFERENCE, PROJECTED FINANCIAL INFORMATION, AND OTHER FORWARD-LOOKING STATEMENTS, ARE
BASED ON ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING
STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER SECTION 27A OF THE SECURITIES ACT AND
SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBED AND INCORPORATED BY REFERENCE HEREIN.
v
FURTHER, READERS ARE CAUTIONED THAT ANY FORWARD-LOOKING
STATEMENTS HEREIN ARE BASED ON ASSUMPTIONS THAT ARE BELIEVED TO BE REASONABLE BUT ARE SUBJECT TO A WIDE RANGE OF RISKS IDENTIFIED AND
INCORPORATED BY REFERENCE IN THIS DISCLOSURE STATEMENT. DUE TO THESE UNCERTAINTIES, READERS CANNOT BE ASSURED THAT ANY FORWARD-LOOKING
STATEMENTS WILL PROVE TO BE CORRECT. THE DEBTORS ARE UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIM ANY OBLIGATION TO) UPDATE OR ALTER
ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE, UNLESS INSTRUCTED TO DO SO BY THE
BANKRUPTCY COURT.
HOLDERS OF OTHER PRIORITY CLAIMS, OTHER SECURED
CLAIMS, SECURED TAX CLAIMS, AND GENERAL UNSECURED CLAIMS WILL NOT BE IMPAIRED BY THE PLAN AND, AS A RESULT, THE RIGHTS OF SUCH HOLDERS
ARE NOT ALTERED BY THE PLAN, AND SUCH HOLDERS ARE CONCLUSIVELY PRESUMED TO HAVE ACCEPTED THE PLAN PURSUANT TO SECTION 1126(f) OF
THE BANKRUPTCY CODE. DURING THE CHAPTER 11 CASES, THE DEBTORS INTEND TO OPERATE THEIR BUSINESSES IN THE ORDINARY COURSE OF BUSINESS
AND WILL SEEK AUTHORIZATION FROM THE BANKRUPTCY COURT TO MAKE PAYMENT ON A TIMELY BASIS TO ALL
HOLDERS OF ALLOWED general unsecured claims, including, but not limited to, TRAD E CREDITORS, CUSTOMERS, AND EMPLOYEES, OF ALL UNPAID
AMOUNTS DUE AND PAYABLE TO SUCH HOLDER PRIOR TO AND DURING THE CHAPTER 11 CASES.
NO INDEPENDENT AUDITOR OR ACCOUNTANT HAS REVIEWED
OR APPROVED THE FINANCIAL PROJECTIONS OR THE LIQUIDATION ANALYSIS HEREIN.
THE DEBTORS HAVE NOT AUTHORIZED ANY PERSON
TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, IN CONNECTION WITH THE PLAN OR THIS DISCLOSURE STATEMENT AND THE TERMS
OF THE PLAN.
THE STATEMENTS CONTAINED IN THIS DISCLOSURE
STATEMENT ARE MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. THE TERMS OF THE PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY BETWEEN
THE SUMMARIES IN THIS DISCLOSURE STATEMENT AND THE TERMS OF THE PLAN. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS BEING PROVIDED SOLELY
FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THE PLAN OR OBJECTING TO CONFIRMATION. NOTHING IN THIS DISCLOSURE STATEMENT MAY BE USED BY
ANY PARTY FOR ANY OTHER PURPOSE.
NOTWITHSTANDING ANY CONSENT RIGHTS PURSUANT
TO THE RESTRUCTURING SUPPORT AGREEMENT (ATTACHED HERETO AS EXHIBIT B ) AS TO THE FORM OR SUBSTANCE OF THIS DISCLOSURE STATEMENT,
THE PLAN OR ANY OTHER DEFINITIVE DOCUMENT (AS DEFINED IN THE RESTRUCTURING SUPPORT AGREEMENT) RELATING TO THE TRANSACTIONS CONTEMPLATED
THEREUNDER, NONE OF THE CREDITORS WHO HAVE EXECUTED THE RESTRUCTURING SUPPORT AGREEMENT, OR THEIR RESPECTIVE REPRESENTATIVES, MEMBERS,
FINANCIAL OR LEGAL ADVISORS OR AGENTS, HAS INDEPENDENTLY VERIFIED THE INFORMATION CONTAINED HEREIN, TAKES ANY RESPONSIBILITY THEREFOR,
OR SHOULD HAVE ANY LIABILITY WITH RESPECT THERETO, AND NONE OF THE FOREGOING ENTITIES OR PERSONS MAKES ANY REPRESENTATIONS OR WARRANTIES
WHATSOEVER CONCERNING THE INFORMATION CONTAINED HEREIN.
vi
ALL EXHIBITS, SCHEDULES, SUPPLEMENTS, MODIFICATIONS,
ANNEXES ATTACHED TO THIS DISCLOSURE STATEMENT ARE INCORPORATED INTO AND ARE A PART OF THIS DISCLOSURE STATEMENT AS IF SET FORTH IN FULL
HEREIN.
THE PLAN PROVIDES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW AND APPROVED BY THE BANKRUPTCY COURT, AS OF THE EFFECTIVE DATE, EACH HOLDER OF A CLAIM OR INTEREST WHO (I) VOTES TO ACCEPT THE PLAN, IS PRESUMED TO ACCEPT THE PLAN, ABSTAINS FROM VOTING ON THE PLAN, OR VOTES TO REJECT THE PLAN AND WHO, IN EACH CASE, DOES NOT AFFIRMATIVELY “OPT OUT” OF THE THIRD-PARTY RELEASE (AS DEFINED IN THE PLAN) BY CHECKING THE APPLICABLE BOX ON ITS BALLOT OR OPT-OUT RELEASE FORM (AS DEFINED IN THE PLAN) IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE SOLICITATION PROCEDURES ORDER, OR (II) IS DEEMED TO REJECT THE PLAN AND WHO IS NOT ENTITLED TO VOTE ON THE PLAN AND WHO, IN EACH CASE, AFFIRMATIVELY “OPTS IN” TO THE THIRD-PARTY RELEASE BY CHECKING THE APPLICABLE BOX ON ITS OPT-IN RELEASE FORM (AS DEFINED IN THE PLAN) IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE SOLICITATION PROCEDURES ORDER SHALL, IN EACH CASE, BE DEEMED TO HAVE CONCLUSIVELY, ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY, AND FOREVER RELEASED AND DISCHARGED THE RELEASED PARTIES (AS DEFINED IN THE PLAN) FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION BASED ON OR RELATING TO, OR IN ANY MANNER ARISING FROM, IN WHOLE OR IN PART, ANY ACT, OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE TAKING PLACE ON OR BEFORE THE EFFECTIVE DATE AS SET FORTH IN ARTICLE 10 OF THE PLAN. |
vii
TABLE OF CONTENTS
I. INTRODUCTION |
1 |
|
|
|
A. |
Key Dates and Deadlines |
11 |
|
B. |
Restructuring Support Agreement Milestones |
11 |
|
|
|
|
II. OVERVIEW OF THE Company’s OPERATIONS |
12 |
|
|
|
A. |
The Company’s Business |
12 |
|
B. |
The Debtors’ Organizational Structure |
14 |
|
C. |
Corporate Governance |
16 |
|
D. |
The Debtors’ Capital Structure |
19 |
|
|
|
|
III. EVENTS LEADING TO THE CHAPTER 11 CASES |
28 |
|
|
|
A. |
Challenging Market Conditions |
28 |
|
B. |
Demand Decline |
28 |
|
C. |
Challenged Liquidity |
28 |
|
D. |
Restructuring Preparations |
29 |
|
|
|
|
IV. ANTICIPATED EVENTS DURING THE CHAPTER 11 CASES |
31 |
|
|
|
A. |
Commencement of the Chapter 11 Cases and First Day Motions |
31 |
|
B. |
Solicitation Procedures and Combined Hearing |
34 |
|
C. |
Combined Hearing |
34 |
|
D. |
The Irish Examinership Proceedings |
34 |
|
|
|
|
V. SUMMARY OF THE PLAN |
36 |
|
|
|
A. |
Administrative, Postpetition Securitization Program, DIP Facility and Priority Claims |
36 |
|
B. |
Classification and Treatment of Classified Claims and Equity Interests |
40 |
|
C. |
Acceptance or Rejection of the Plan |
44 |
|
D. |
Means for Implementation of the Plan |
46 |
|
E. |
Treatment of Executory Contracts and Unexpired Leases |
59 |
|
F. |
Provisions Governing Distributions |
64 |
|
G. |
Procedures for Resolving Contingent, Unliquidated and Disputed Claims |
70 |
|
H. |
Conditions Precedent to Confirmation of the Plan and the Effective Date |
73 |
|
I. |
Release, Discharge, Injunction and Related Provisions |
75 |
|
J. |
Retention of Jurisdiction |
82 |
|
K. |
Miscellaneous Provisions |
84 |
|
|
|
|
VI. FINANCIAL INFORMATION AND PROJECTIONS |
90 |
|
|
VII. Valuation Analysis |
90 |
viii
VIII. TRANSFER RESTRICTIONS AND CONSEQUENCES UNDER U.S. FEDERAL SECURITIES LAWS |
90 |
|
|
IX. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN |
92 |
|
|
|
A. |
U.S. Federal Income Tax Consequences to the U.S. Debtors |
94 |
|
B. |
U.S. Federal Income Tax Consequences to Holders of Claims |
99 |
|
|
|
|
X. CERTAIN IRELAND INCOME TAX CONSEQUENCES OF THE PLAN |
119 |
|
|
|
A. |
Irish Tax Consequences Of The Plan |
119 |
|
|
|
|
XI. CERTAIN LUXEMBOURG TAX CONSEQUENCES TO THE LUXEMBOURG DEBTORS |
120 |
|
|
|
A. |
Cancellation of Debt Income |
120 |
|
B. |
Limitation of Net Operating Losses |
121 |
|
C. |
Pillar Two |
122 |
|
|
|
|
XII. CERTAIN RISK FACTORS TO BE CONSIDERED |
123 |
|
|
|
A. |
Certain Bankruptcy Law Considerations |
123 |
|
B. |
Additional Factors Affecting the Value of the Reorganized Debtors |
127 |
|
C. |
Factors Relating to Securities to Be Issued Under the Plan |
128 |
|
D. |
Risks Relating to the Capital Structure of the Reorganized Debtors |
130 |
|
E. |
Risks Associated with the Debtors’ Business and Industry |
131 |
|
F. |
Certain Risk Factors Related to the Irish Examinership Proceedings |
135 |
|
G. |
Disclosure Statement Disclaimers |
137 |
|
|
|
|
XIII. VOTING PROCEDURES AND REQUIREMENTS |
138 |
|
|
|
A. |
Parties Entitled to Vote |
138 |
|
B. |
Voting Deadlines |
139 |
|
C. |
Voting Procedures |
139 |
|
D. |
Waivers of Defects, Irregularities, etc. |
141 |
|
E. |
Further Information, Additional Copies |
141 |
|
|
|
|
XIV. Confirmation of the Plan |
142 |
|
|
|
A. |
Combined Hearing |
142 |
|
B. |
Requirements for Confirmation of the Plan |
142 |
|
|
|
|
XV. ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN |
147 |
|
|
|
A. |
Alternative Plan of Reorganization |
147 |
|
B. |
Liquidation Under Chapter 7 or Applicable Non-Bankruptcy Law |
147 |
|
|
|
|
XVI. CONCLUSION AND RECOMMENDATION |
148 |
ix
EXHIBITS
Exhibit A |
Plan |
Exhibit B |
Restructuring Support Agreement |
Exhibit C |
Organizational Structure Chart |
Exhibit D |
Liquidation Analysis |
Exhibit E |
Financial Projections |
Exhibit F |
Valuation Analysis |
I.
INTRODUCTION
THE
DEBTORS AND THE SUPPORTING CREDITORS (AS DEFINED BELOW) SUPPORT CONFIRMATION OF THE PLAN. THE DEBTORS URGE ALL HOLDERS OF RCF CLAIMS,
SUPER HOLDCO 1L CLAIMS, AND OPCO TERM LOAN CLAIMS TO VOTE TO ACCEPT THE PLAN. THE DEBTORS BELIEVE THAT THE PLAN IS FAIR AND EQUITABLE,
MAXIMIZES THE VALUE OF THE DEBTORS’ ESTATES, AND PROVIDES THE BEST RECOVERY FOR ALL CREDITORS. |
The Debtors submit this Disclosure Statement in
connection with the Solicitation of votes on the Joint Prepackaged Plan of Reorganization of Trinseo PLC and Its Debtor Affiliates
Under Chapter 11 of the Bankruptcy Code (together with all exhibits, supplements, appendices, and schedules thereto, and as may be
amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “ Plan ”)
attached hereto as Exhibit A . The Debtors under the Plan are (a) Trinseo PLC; (b) Trinseo Luxco S.à r.l.; (c) Trinseo Holding
S.à r.l.; (d) Trinseo Materials Finance, Inc.; (e) Trinseo Luxco Finance SPV S.à r.l.; (f) Trinseo NA Finance
LLC; (g) Trinseo NA Finance SPV LLC; (h) Trinseo US Holding, Inc.; (i) Trinseo LLC; (j) Trinseo International Holding LLC;
(k) Trinseo Holding B.V.; (l) Aristech Surfaces LLC; and (m) Altuglas LLC (collectively, the “ Debtors ,”
and collectively with each other Entity listed on Exhibit C hereto, the “ Company ”). Capitalized terms
used in this Disclosure Statement, but not otherwise defined herein, have the meanings ascribed to such terms in the Plan. To the extent
any inconsistencies exist between this Disclosure Statement and the Plan, the Plan governs.
The Debtors are commencing this Solicitation after
extensive discussions and negotiations over the past several months with certain of their key stakeholders. As a result of these negotiations,
the Debtors have entered into the Restructuring Support Agreement with certain holders of (a) RCF Claims, (b) Super HoldCo 1L
Claims, and (c) OpCo Term Loan Claims, which include Claims arising under, or on account of, the OpCo Intercompany Term Loans and the
OpCo 2028 Term Loans. Such holders of RCF Claims, Super HoldCo 1L Claims, and OpCo Term Loan Claims collectively constitute the “ Supporting
Creditors ” under the Restructuring Support Agreement. A copy of the Restructuring Support Agreement is attached hereto as
Exhibit B .
Under the terms of the Restructuring Support Agreement,
the Supporting Creditors have agreed to support the Restructuring Transactions, which will restructure the Debtors’ approximately
$2.9 billion funded debt obligations upon consummation thereof. To effectuate the Restructuring Transactions, the Debtors will
file voluntary petitions for relief under chapter 11 of the Bankruptcy Code to commence the Chapter 11 Cases on or before May
26, 2026 (the date of the filing of such petitions, the “ Petition Date ”), subject to extensions
as set forth in the Restructuring Support Agreement.
As of the Petition Date, the Supporting Creditors
collectively hold 100% of the aggregate outstanding principal amount of the RCF Claims, approximately 99.9% of the aggregate outstanding
principal amount of the Super HoldCo 1L Claims, and approximately 86% of the aggregate outstanding principal amount of the OpCo Term Loan
Claims (including approximately 57% of the OpCo 2028 Term Loans). Such parties represent the requisite voting majorities under the Bankruptcy
Code for Class 4 (RCF Claims), Class 5 (Super HoldCo 1L Claims), and Class 6 (OpCo Term Loan Claims).
1
The Restructuring Transactions contemplated by
the Plan and the Restructuring Support Agreement include the following:
| · | Certain Supporting Creditors have committed to provide two debtor-in-possession financing facilities (together, the “ DIP Facilities ”)
consisting of (a) the fully-backstopped Super HoldCo DIP Facility, in the aggregate principal amount of $157.5 million, and (b) the OpCo DIP Facility,
in the aggregate principal amount of $270.0 million, in each case, on the terms and conditions set forth in the DIP Documents. The proceeds
of the DIP Facilities will be used to, among other things, fund the Debtors’ operations and administrative expenses of the
Chapter 11 Cases. |
| · | The Debtors will conduct an Equity Rights Offering pursuant to which Eligible Holders of Allowed Super
HoldCo 1L Claims and Allowed OpCo Term Loan Claims will be offered the right to purchase 47.73% of the Reorganized Common Interests that
are issued and outstanding on the Effective Date (prior to any issuances on account of the MIP, but subject to dilution by the MIP) for
an aggregate purchase price of $270 million, which Equity Rights Offering will be fully backstopped by the Equity Rights Offering
Commitment Parties, who, on the Effective Date, will also purchase 31.82% of the Reorganized Common Interests that are issued and
outstanding on the Effective Date (prior to any issuances on account of the MIP, but subject to dilution by the MIP) for an aggregate
purchase price of $180 million. |
| · | Certain Supporting Creditors will refinance the Prepetition Securitization Program (such facility as in
place postpetition, the “ Postpetition Securitization Program ”) and, on the Effective Date, the Postpetition
Securitization Program will convert into, or be refinanced by, an exit Securitization Program (the “ Exit Securitization
Program ”). |
| · | In addition to the Exit Securitization Program, upon the Effective Date, the Reorganized Debtors will
enter into: (a) the Exit RCF Facility in the aggregate principal amount of at least $200 million, and (b) the Exit Term Loan Facility
in the aggregate principal amount of $850 million, in the form of either (i) the Takeback Term Loan Facility, (ii) the New Term Loan
Facility, or (iii) a combination of the New Term Loan Facility and the Takeback Term Loan Facility. |
| · | On the Effective Date, the New Board shall adopt a management incentive plan (the “ MIP ”),
which shall provide for a pool equal to 10% of the Reorganized Common Interests on a fully-diluted basis. The New Board shall award a
minimum of 4.0% of the Reorganized Common Interests to employees, non-employee directors, and other service providers within ninety (90)
days of the Effective Date, with the remaining terms and conditions to be determined by the New Board. |
2
| · | Under the Plan, the Debtors’ stakeholders will receive treatment as follows: |
| o | Each holder of an Allowed RCF Claim will receive its Pro Rata Share of the RCF Distribution, which
consists of the RCF Distributable Cash (if any) and, to the extent the Allowed RCF Claims exceed the RCF Distributable Cash, Takeback
Term Loans or Cash (if sufficient New Term Loans are borrowed). |
| o | Each holder of an Allowed Super HoldCo 1L Claim will receive its Pro Rata Share of (a) the Super HoldCo
1L Distribution, which consists of $810 million, minus the amount of Takeback Term Loans and Cash distributed as part of the RCF Distribution
and the Super HoldCo DIP Roll-Up Distribution, in the form of Takeback Term Loans or Cash (if sufficient New Term Loans are borrowed),
(b) 10% of the Reorganized Common Interests (subject to dilution by the MIP), (c) the Super HoldCo Subscription Rights to participate
in the Equity Rights Offering, and (d) the OpCo Intercompany Subscription Rights. |
| o | Each holder of an Allowed OpCo Term Loan Claim (which includes Claims arising in connection with both
the OpCo Intercompany Term Loans and the OpCo 2028 Term Loans) will receive its Pro Rata Share of (a) the OpCo Exit Distribution,
which consists of $35 million of Takeback Term Loans or Cash (if sufficient New Term Loans are borrowed), to be distributed to the holders
of the OpCo 2028 Term Loans in accordance with the Intercompany Settlement described in the Plan, and (b) the OpCo Subscription
Rights to participate in the Equity Rights Offering. |
| o | On the Effective Date, the 2029 Notes Claims will be canceled, released, discharged, and extinguished,
and each Holder of a 2029 Notes Claim shall receive no recovery on account of such 2029 Notes Claims. |
| o | Holders of Other Priority Claims, Other Secured Claims, Secured Tax Claims, and General Unsecured Claims
will be Unimpaired and are presumed to accept the Plan. 2 |
| o | Holders of 510(b) Claims and Existing Equity Interests will receive no recovery; therefore, they will
be Impaired and are deemed to reject the Plan. |
The Restructuring Transactions proposed by the
Debtors will provide substantial benefits to the Debtors and their stakeholders by leaving the Debtors’ businesses intact and substantially
deleveraged. Accordingly, consummating the Restructuring Transactions in a timely manner is of critical importance.
An efficient chapter 11 process is necessary
to enable the Debtors to maintain their relationships with customers, vendors, suppliers, and employees. The chapter 11 process contemplated
under the Plan is structured to preserve value for stakeholders while minimizing restructuring costs and potential delays. Failure to
timely consummate the Plan may result in many holders of Claims receiving little or no value on account of their Claims.
| 2 | Intercompany Claims and Intercompany Interests may be Impaired
or Unimpaired under the Plan at the option of the Debtors or the Reorganized Debtors, as applicable. Holders of such Claims and Interests
are Debtors in the Chapter 11 Cases. |
3
Consistent with the milestones set forth in the
Restructuring Support Agreement, the Debtors anticipate commencing the Chapter 11 Cases on or before May 26, 2026, and achieving entry
of the Combined Order no later than 60 calendar days following the Petition Date, with the Effective Date occurring no later than the
Outside Date ( i.e. , 180 days after the Petition Date, which may be extended from time to time in accordance with the
RSA). A discussion of key dates and deadlines is set forth below.
HOLDERS OF CLAIMS IN THE VOTING CLASSES WHO (A)
VOTE TO ACCEPT THE PLAN, ABSTAIN FROM VOTING ON THE PLAN, OR VOTE TO REJECT THE PLAN AND (B) DO NOT VALIDLY AND TIMELY “OPT OUT”
OF THE THIRD-PARTY RELEASE ON THEIR RESPECTIVE BALLOTS BY THE VOTING DEADLINE ARE DEEMED TO HAVE CONSENTED TO THE RELEASES IN THE PLAN.
HOLDERS OF CLAIMS IN NON-VOTING CLASSES WHO ARE
PRESUMED TO ACCEPT THE PLAN WILL RECEIVE A RELEASE OPT-OUT FORM AND HAVE THE OPPORTUNITY TO OPT OUT OF THE THIRD-PARTY RELEASE. SUCH HOLDERS
ARE DEEMED TO HAVE CONSENTED TO THE RELEASE IF THEY DO NOT VALIDLY AND TIMELY OPT OUT OF THE THIRD-PARTY RELEASE BY THE DEADLINE PROVIDED
IN THE OPT-OUT FORM.
HOLDERS OF CLAIMS OR INTERESTS IN NON-VOTING CLASSES
WHO ARE DEEMED TO REJECT THE PLAN WILL RECEIVE A RELEASE OPT-IN FORM AND HAVE THE OPPORTUNITY TO OPT-IN TO THE THIRD-PARTY RELEASE. SUCH
HOLDERS WILL ONLY BE GRANTED THE BENEFITS OF THE THIRD-PARTY RELEASE AND GRANT SUCH THIRD-PARTY RELEASE IF THEY VALIDLY AND TIMELY OPT-IN
TO THE THIRD-PARTY RELEASE BY THE DEADLINE PROVIDED IN THE OPT-IN FORM.
WHO IS ENTITLED TO VOTE: Under the Bankruptcy
Code, only holders of claims or equity interests in “impaired” Classes who are to receive a recovery on account of their claims
or equity interests are entitled to vote on the Plan. Under section 1124 of the Bankruptcy Code, a class of claims or equity interests
is deemed to be “impaired” under the Plan unless (a) the Plan leaves unaltered the legal, equitable, and contractual rights
to which such claim or equity interest entitles the holder thereof or (b) notwithstanding any legal right to an accelerated payment of
such claim or equity interest, the Plan, among other things, cures all existing defaults (other than defaults resulting from the occurrence
of events of bankruptcy) and reinstates the maturity of such claim or equity interest as it existed before the default.
4
There are three classes of creditors that are
entitled to vote and whose acceptances of the Plan are being solicited:
| · | Holders of RCF Claims (Class 4); |
| · | Holders of Super HoldCo 1L Claims (Class 5); and |
| · | Holders of OpCo Term Loan Claims (Class 6). |
The following table summarizes: (a) the treatment
of Claims and Interests under the Plan, (b) which Classes are impaired by the Plan, (c) which Classes are entitled to vote on the
Plan, and (d) the estimated recoveries for Holders of Claims and Interests. The table is qualified in its entirety by reference to the
full text of the Plan. For a more detailed summary of the terms and provisions of the Plan, see Section V (Summary of the Plan), below.
A detailed discussion of the analysis underlying the estimated recoveries, including the assumptions underlying such analysis, is set
forth in the Valuation Analysis in Section VII.
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
1 |
Other Priority Claims |
Subject to Article 8 of the Plan, except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment of its Allowed Other Priority Claim, on the Effective Date, each Holder of an Allowed Other Priority Claim will receive, in full and final satisfaction, settlement, release, and discharge and in exchange for such Allowed Other Priority Claim, treatment in a manner consistent with section 1129(a)(9) of the Bankruptcy Code; provided that Other Priority Claims incurred by any Debtor in the ordinary course of business may be satisfied in the ordinary course of business by such applicable Debtor or Reorganized Debtor in accordance with the terms and conditions of any agreements relating thereto without further notice to or order of the Bankruptcy Court. |
Unimpaired |
Not Entitled to Vote (Presumed to Accept) |
100% |
2 |
Other Secured Claims |
Subject to Article 8 of the Plan, except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment of its Allowed Other Secured Claim, on the Effective Date, in full and final satisfaction, settlement, release, and discharge and in exchange for each Allowed Other Secured Claim, such Holder will, at the option of the Debtors (with the consent of the Requisite Supporting Senior Creditors), either (a) receive delivery of the Collateral securing its Allowed Other Secured Claim, (b) have such Allowed Other Secured Claim reinstated, or (c) receive such other treatment rendering its Allowed Other Secured Claim Unimpaired; provided that Other Secured Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business by such applicable Debtor or Reorganized Debtor in accordance with the terms and conditions of any agreements relating thereto without further notice to or order of the Bankruptcy Court. |
Unimpaired |
Not Entitled to Vote (Presumed to Accept) |
100% |
5
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
3 |
Secured Tax Claims |
Subject to Article 8 of the Plan, on the Effective Date, each Holder of an Allowed Secured Tax Claim will receive treatment in a manner consistent with section 1129(a)(9)(C) of the Bankruptcy Code; provided that Allowed Secured Tax Claims incurred by any Debtor in the ordinary course of business may be satisfied in the ordinary course of business by such applicable Debtor or Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court. |
Unimpaired |
Not Entitled to Vote (Presumed to Accept) |
100% |
4 |
RCF Claims |
Except to the extent that a Holder of an Allowed RCF Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder of an Allowed RCF Claim (other than on account of any portion of such Claim rolled up as OpCo DIP Roll-Up Loans under the OpCo DIP Facility) will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed RCF Claim, its Pro Rata Share of the RCF Distribution; provided , that no distribution will be made on account of any accrued default rate interest. |
Impaired |
Entitled to Vote |
99%–100%% |
6
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
5 |
Super HoldCo 1L Claims |
Except to the extent that a Holder of an Allowed Super HoldCo 1L Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder of an Allowed Super HoldCo 1L Claim (other than on account of any portion of such Claim rolled up as Super HoldCo DIP Roll-Up Loans under the Super HoldCo DIP Facility) will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed Super HoldCo 1L Claim, its Pro Rata Share of the Super HoldCo 1L Distribution. |
Impaired |
Entitled to Vote |
60%–78% 3 |
| 3 | The OpCo Intercompany Subscription Rights are included for the
recovery for both Super HoldCo 1L Claims and OpCo Term Loan Claims; however, only one distribution (without duplication) of such Subscription
Rights will be made under the Plan. |
7
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
6 |
OpCo Term Loan Claims |
Except to the extent that a Holder of an Allowed OpCo Term Loan Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder of an Allowed OpCo Term Loan Claim will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed OpCo Term Loan Claim, its Pro Rata Share of: (a) the OpCo Exit Distribution; provided that, pursuant to the Intercompany Settlement, the OpCo Intercompany Term Lender’s Pro Rata Share of the OpCo Exit Distribution will instead be distributed pro rata to the Supporting OpCo 2028 Term Lenders (based on the proportion that the amount of Allowed OpCo Term Loan Claims held by a Supporting OpCo 2028 Term Lender bears to the aggregate amount of Allowed OpCo Term Loan Claims held by all Supporting OpCo 2028 Term Lenders) on account of their Allowed OpCo 2028 Term Loan Claims as a gift through a carve-out of the Collateral securing the Allowed OpCo Intercompany Term Loan Claims; and (b) the OpCo Subscription Rights (resulting in Holders of Allowed OpCo 2028 Term Loan Claims receiving their Pro Rata Share of the OpCo 2028 Subscription Rights, and Holders of Allowed OpCo Intercompany Term Loan Claims receiving their Pro Rata Share of OpCo Intercompany Subscription Rights); provided that Supporting OpCo 2028 Term Lenders will have the right to assign their OpCo 2028 Subscription Rights in exchange for a Cash payment (solely to the extent such payment is funded in advance in full by one or more Supporting OpCo 2028 Term Lenders) equal to its Pro Rata Share (based upon all Allowed OpCo 2028 Term Loan Claims) of 2.0% of the Reorganized Common Interests that are issued and outstanding on the Effective Date (prior to any issuances on account of the MIP, but subject to dilution by the MIP), to the extent such assignment is permitted by applicable Law (including, for the avoidance of doubt, all applicable requirements under the Securities Act and state securities Laws) and such assignment does not result in material adverse tax consequences to the Debtors or the Reorganized Debtors, as further set forth in the Equity Rights Offering Backstop Purchase Agreements; provided , however , that any such assignment will be made only to an Eligible Holder or another Person that qualifies as a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or a non-U.S. person in an “offshore transaction” as defined in Regulation S under the Securities Act. |
Impaired |
Entitled to Vote |
2%–9% |
8
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
7 |
Unsecured Funded Debt Claims |
On the Effective Date, all Unsecured Funded Debt Claims will be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Unsecured Funded Debt Claims will receive no recovery on account of such Unsecured Funded Debt Claims. |
Impaired |
Not Entitled to Vote
(Deemed to Reject)
|
0% |
8 |
General Unsecured Claims |
Except to the extent that a Holder of an Allowed General Unsecured Claim and the Debtors agree to less favorable treatment on account of such Claim, each Holder of an Allowed General Unsecured Claim will receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, on or as soon as practicable after the Effective Date, or when such obligation becomes due in the ordinary course of business in accordance with applicable Law or the terms of any agreement that governs such Allowed General Unsecured Claim, whichever is later, such treatment rendering such Holder Unimpaired in accordance with section 1124 of the Bankruptcy Code; provided that no Holder of an Allowed General Unsecured Claim will receive any distribution for any Allowed General Unsecured Claim that has previously been satisfied prior to or during the Chapter 11 Cases. |
Unimpaired |
Not Entitled to Vote
(Presumed to Accept)
|
100% |
9 |
510(b) Claims |
On the Effective Date, all 510(b) Claims will be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders of 510(b) Claims will not receive any distribution on account of such 510(b) Claims. |
Impaired |
Not Entitled to Vote
(Deemed to Reject)
|
0% |
9
Class |
Designation |
Treatment |
Impairment |
Vote Entitlement |
Estimated Recovery |
10 |
Intercompany Claims |
On the Effective Date, all Intercompany Claims will, at the option of the Debtors or the Reorganized Debtors, as applicable, be reinstated, or set off, settled, distributed, contributed, merged, canceled, or released, or treated as provided in the Restructuring Steps Exhibit. |
Unimpaired / Impaired |
Not Entitled to Vote
(Presumed to Accept or Deemed to Reject)
|
N/A |
11 |
Intercompany Interests |
On the Effective Date, all Intercompany Interests will, at the option of the Debtors or the Reorganized Debtors, as applicable, be reinstated, or set off, settled, distributed, contributed, merged, canceled, or released, or treated as provided in the Restructuring Steps Exhibit. |
Unimpaired / Impaired |
Not Entitled to Vote
(Presumed to Accept or Deemed to Reject)
|
N/A |
12 |
Existing Equity Interests |
On the Effective Date, all Existing Equity Interests will be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Existing Equity Interests will receive no recovery on account of such Existing Equity Interests. |
Impaired |
Not Entitled to Vote
(Deemed to Reject)
|
0% |
10
PLEASE TAKE NOTE OF THE FOLLOWING
KEY DATES AND DEADLINES FOR THE CHAPTER 11 CASES: 4
| A. | Key Dates and Deadlines |
The following table sets forth certain key dates
and deadlines in connection with the Plan and the Chapter 11 Cases:
Event |
Date |
Voting Record Date |
May 21, 2026 |
Petition Date |
May 26, 2026 |
Voting Deadline |
June 29, 2026, at 4:00 p.m. (prevailing Central Time) |
Deadline to Object to Final Approval of this Disclosure Statement and/or Confirmation of the Plan |
June 29, 2026, at 4:00 p.m. (prevailing Central Time) |
Combined Hearing |
July 9, 2026, or such other date the Court may order |
| B. | Restructuring Support Agreement Milestones |
The Restructuring Support Agreement sets forth
the following milestones for the Chapter 11 Cases:
Milestone |
Deadline |
Commencement of the Chapter 11 Cases |
No later than 11:59 p.m. prevailing Eastern Time on May 26, 2026 |
Entry of Interim DIP Order |
Four calendar days after Petition Date |
Entry of the Solicitation Procedures Order / Conditional DS Approval |
Four Business Days after Petition Date |
Entry of Final DIP Order |
35 calendar days after Petition Date |
Entry of Combined Order |
60 calendar days after Petition Date |
Effective Date 5 |
By the Outside Date ( i.e. , 180 days after Petition Date which may be extended from time to time in accordance with the RSA) |
| 4 | The foregoing dates and deadlines may be modified or amended
by the Debtors with the written consent of the Requisite Supporting Senior Creditors pursuant to the Restructuring Support Agreement.
In addition, any modification, amendment, or supplement to such dates and deadlines requires the prior written consent of the Requisite
Supporting OpCo 2028 Term Lenders if such modification, amendment, or supplement would (a) result in a material change from the terms
of the Restructuring Support Agreement that has a material adverse effect on the Ad Hoc Group of OpCo 2028 Term Lenders (including in
their capacity as holders of Super HoldCo 1L Claims) or (b) adversely and disproportionately affect the economic consideration of the
Supporting OpCo 2028 Term Lenders, taken as a whole. Any modification that materially and disproportionately impacts the value of Reorganized
Common Interests vis-à-vis other plan consideration is deemed to have a material adverse effect on the Ad Hoc Group of OpCo 2028
Term Lenders for these purposes. Further, any modification, amendment, or supplement that would result in a material change from the
terms of the Restructuring Support Agreement that has a material, disproportionate, and adverse effect on any particular Supporting Creditor
relative to all other Supporting Creditors requires the prior written consent of such affected Supporting Creditor. |
| 5 | The Effective Date remains subject to numerous factors, including
Regulatory Approvals and the Irish Examinership Proceedings. |
11
II.
OVERVIEW OF THE Company’s OPERATIONS
| A. | The Company’s Business |
| 1. | Overview |
The Trinseo business (formerly known as Styron)
began as a carveout from The Dow Chemical Company (“ Dow ”) in 2009. In 2010, Bain Capital Everest Manager Holding
SCA acquired Styron from Dow as a standalone business. The business subsequently completed an initial public offering in 2014 under the
Trinseo name, and its shares began trading on the New York Stock Exchange (“ NYSE ”) under the ticker TSE. The
Company is a specialty chemical manufacturer that produces and sells plastics and latex binders across North America, Europe, and Asia.
The Company’s products are used in many everyday products and applications, including building and construction, automotive components,
paper and packaging materials, appliances, textiles, and consumer electronics.
Headquartered in Wayne, Pennsylvania, the Company
operates 32 manufacturing plants and one recycling facility across 28 sites in 14 countries, as well as 11 research and development facilities
worldwide, employing approximately 2,800 people globally. Of these employees, approximately 718 are employed by the Debtors.
| 2. | Business Units |
The Company serves its customer base through three
principal business units—Engineered Materials, Latex Binders, and Polymer Solutions. The Company is also a partner in and operates
a joint venture, Americas Styrenics LLC (“ AmSty ”). Each business unit serves a range of end applications,
consistent with Trinseo’s transition toward higher-value, sustainable, and specialized materials.
Engineered Materials . The Engineered
Materials segment focuses on rigid thermoplastic compounds and blends, soft thermoplastic products, cast polymethyl methacrylate (“ PMMA ”)
sheet products, and PMMA resins. This segment primarily focuses on high growth and high margin applications, including consumer electronics,
medical devices, footwear, automotive, and building and construction. Through its Engineered Materials segment, the Company produces products
with a high level of customization for high-end applications and an orientation toward sustainable solutions. In 2025, the Engineered
Materials segment generated approximately 36% of its net sales in Europe, 49% in the United States, and 15% in the Asia-Pacific region.
12
Latex Binders . The Latex Binders
segment produces styrene-butadiene latex (“ SB Latex ”) and styrene-acrylic latex, and related binders for paper
and board, carpet and turf, and performance binders for coatings, adhesives, sealants, and elastomers and other applications. The Company
is a global leader in the SB Latex space and is one of the top suppliers of latex binders in a number of applications, including for coated
paper and board, carpet, and artificial turf. In 2025, the Latex Binders segment generated approximately 38% of its net sales in Europe,
31% in the United States, and 31% in Asia.
Polymer Solutions . The Polymer Solutions
segment produces a variety of polymers, the majority of which are for automotive, building, and construction applications, including mass
acrylonitrile butadiene styrene (“ ABS ”), styrene-acrylonitrile, and polystyrene products marketed under
brands such as MAGNUM™, CALIBRE™, and STYRON®. This segment also recycles post-consumer and post-industrial thermoplastic
waste, including PMMA, polycarbonate, ABS, and polystyrene, for use in high-quality materials found in premium products, consistent with
the Company’s broader commitment to sustainability. In 2025, approximately 59% of the Polymer Solutions segment’s net sales
were generated in Europe, 13% in North America, and 28% in Asia.
Americas Styrenics . Non-Debtor Trinseo
NA Holding LLC owns a 50% interest in AmSty, a joint venture co-owned with Chevron Phillips Chemical Company LP (“ CPChem ”).
AmSty is a leading producer of both styrene and polystyrene in the Americas. Styrene is a key raw material for the production of polystyrene,
which is used in a variety of applications, including appliances, food packaging, food service disposables, consumer electronics, and
building and construction materials.
The Company exited its styrene monomer production
of feedstocks in Europe and closed its plants in Germany and the Netherlands in 2022 and 2023, respectively. Following these closures,
the Company transitioned to purchasing styrene from third-party suppliers. In 2024, the Company also decommissioned its virgin polycarbonate
manufacturing facility in Stade, Germany and similarly began sourcing all polycarbonate needs from third-party suppliers. Additionally,
beginning in 2021, the Company commenced a divestiture process for its broader styrenics business, including its 50% stake in AmSty. This
process was unsuccessful due to the negative impact of the conflict in Ukraine on the Company’s European assets beginning in 2022.
As of the Petition Date, the Company continues to own a 50% interest in AmSty.
| 3. | Revenue |
The Company’s net sales by reporting segment
are as follows for the three years ending December 31, 2025 (in millions):
Segment | |
Year Ended
December 31, 2023 | | |
Year Ended
December 31, 2024 | | |
Year Ended
December 31, 2025 | |
Engineered Materials | |
$ | 1,157 | | |
$ | 1,177 | | |
$ | 1,084 | |
Latex Binders | |
$ | 943 | | |
$ | 954 | | |
$ | 788 | |
Polymer Solutions | |
$ | 1,576 | | |
$ | 1,382 | | |
$ | 1,103 | |
Consolidated Net Sales | |
$ | 3,675 | | |
$ | 3,513 | | |
$ | 2,975 | |
13
| B. | The Debtors’ Organizational Structure |
The Debtors consist of Trinseo PLC and 12 of its
direct and indirect subsidiaries, totaling 13 entities formed under the laws of Ireland, Luxembourg, the Netherlands, Texas, and other
U.S. jurisdictions. The Company’s organizational structure as of the date hereof is attached hereto as Exhibit C .
In addition, Trinseo PLC is the ultimate parent
company of numerous other wholly-owned and majority-owned direct and indirect subsidiaries that are not Debtors in the Chapter 11 Cases,
including foreign operating subsidiaries in Germany, Switzerland, Belgium, Indonesia, Taiwan, and other jurisdictions. Certain of these
non-Debtor affiliates provide guaranties and collateral in respect of certain of the Debtors’ funded debt obligations, as described
in greater detail in Section II.D below. Styron Receivables Funding Designated Activity Company (the “ Securitization
Borrower ”), which is not affiliated with the Company, is the borrower under the Securitization Program and is not a Debtor;
receivables sold to the Securitization Borrower are not assets of the Debtors.
14
The Debtors’ funded indebtedness is structured
across two principal collateral silos (the “ Super HoldCo ” silo and the “ OpCo ”
silo) each generally with separate borrowers, guarantors, collateral packages, and creditor constituencies, as described in greater detail
in Section II.D below. Key Trinseo legal entities and their roles within this structure are described below:
Trinseo PLC . The Company’s
publicly traded parent company, incorporated in Ireland. Trinseo PLC’s ordinary shares formerly traded on the NYSE under the ticker
“TSE” and currently trade on the OTC Pink Limited Market. Trinseo PLC is central to the operations of the Company and has
full access to the books, records, and financial information of each of its direct and indirect subsidiaries. Trinseo PLC oversees the
Company’s legal, regulatory, compliance, and corporate governance functions, and sets the overall strategic direction for the businesses,
including through the ongoing monitoring of the performance and activities of its subsidiaries. Trinseo PLC has also provided guarantees
for certain of the Company’s contract counterparties and serves as a guarantor under the Super HoldCo 1L Term Loans and the 2029
Notes. Trinseo PLC has played, and continues to play, a central role in the Company’s restructuring efforts. While recognizing the
important and distinct roles of the various board committees and independent directors and managers appointed at certain subsidiary entities—including
the Super HoldCo Independent Directors and the OpCo Independent Managers, each as described in greater detail in Section II.C below—Trinseo
PLC, acting through the Parent Board, has been responsible for overseeing and coordinating the Company’s restructuring efforts,
evaluating and approving the Restructuring Support Agreement, and guiding the overall direction of the Chapter 11 Cases.
Trinseo Luxco Finance SPV S.à r.l. .
A Luxembourg private limited liability company that serves as the lead borrower under the Super HoldCo 1L Credit Agreement and a co-issuer
of the 2029 Notes.
Trinseo Luxco S.à r.l. . A
Luxembourg private limited liability company that serves as the guarantor under the RCF Credit Agreement and the OpCo Term Loan Credit
Agreement.
Trinseo Holding S.à r.l. .
A Luxembourg private limited liability company that serves as the lead borrower under the RCF Credit Agreement and the OpCo Term
Loan Credit Agreement.
Trinseo Materials Finance, Inc. .
A Delaware corporation that serves as a co-borrower under the RCF Credit Agreement and the OpCo Term Loan Credit Agreement.
Trinseo LLC . A Delaware limited
liability company that serves as a guarantor under the RCF Credit Agreement and the OpCo Term Loan Credit Agreement.
Trinseo NA Finance LLC . A Texas
limited liability company that serves as a guarantor under the Super HoldCo 1L Credit Agreement and guarantor under the 2029 Notes.
Trinseo NA Finance SPV LLC . A Delaware
limited liability company that serves as a co-borrower under the Super HoldCo 1L Credit Agreement and a co-issuer of the 2029 Notes.
15
Aristech Surfaces LLC and Altuglas LLC .
Aristech Surfaces LLC is a Kentucky limited liability company and Altuglas LLC is a Delaware limited liability company. Each serves as
a guarantor under the Super HoldCo 1L Credit Agreement and the 2029 Notes. In connection with the 2025 Refinancing, these entities were
designated as unrestricted subsidiaries under the OpCo Term Loan Credit Agreement and pledged as collateral to secure the Super HoldCo
1L Loans and the 2029 Notes.
| C. | Corporate Governance |
| 1. | Board of Directors of Trinseo PLC |
The following table sets forth the names of the
members of Trinseo PLC’s current board of directors (the “ Parent Board ”), which consists of 11 directors,
10 of whom are independent under NYSE listing standards:
Name |
Position |
K’Lynne Johnson |
Independent Director; Chairwoman |
Joseph Alvarado |
Independent Director |
Frank Bozich |
Director, President & CEO |
Victoria Brifo |
Independent Director |
Jeffrey J. Cote |
Independent Director |
Jeanmarie Desmond |
Independent Director |
Matthew Farrell |
Independent Director |
Carol Flaton |
Independent Director |
Jill Frizzley |
Independent Director |
Sandra Beach Lin |
Independent Director |
Henri Steinmetz |
Independent Director |
In connection with the restructuring process,
in January 2026, the boards of certain “Super HoldCo” obligors 6
( i.e. , entities that are obligors with respect to the Super HoldCo 1L Term Loans and 2L 2029 Notes) also appointed Jill Frizzley
and Carol Flaton (the “ Super HoldCo Independent Directors ”) as independent, disinterested managers
or directors (as applicable) to evaluate, consider, and oversee potential transactions. The Super HoldCo Independent Directors have engaged
McDermott Will & Schulte LLP (“ McDermott ”) to advise them with respect to any matters that arise in connection
with such entities’ transactional and restructuring efforts, including: (a) transactional diligence and advice; (b) corporate
governance advice; (c) negotiations regarding potential transactions; and (d) assistance in the Super HoldCo Independent Directors’
independent investigation (which remains ongoing) of any potential restructuring transactions, including whether such entities should
retain, release, or seek to settle any such potential claims or causes of action.
| 6 | Trinseo PLC and Trinseo
Luxco Finance SPV S.à r.l. (“ Trinseo Luxco Finance ”). The
board of managers of Trinseo Luxco Finance SPV S.à r.l. (a co-borrower under the Super
HoldCo 1L Credit Agreement and co-issuer of the 2029 Notes) currently consists of Patrick
Bartels (Independent Manager), Cristina Capacchietti, Carol Flaton (Independent Manager),
Jill Frizzley (Independent Manager), and David Stasse. The board of managers of Trinseo NA
Finance SPV LLC (a co-borrower under the Super HoldCo 1L Credit Agreement and co-issuer of
the 2029 Notes) currently consists of Patrick Bartels (Independent Manager), Angelo N. Chaclas,
Carol Flaton (Independent Manager), Jill Frizzley (Independent Manager), and David Stasse. |
16
| 2. | OpCo Independent Managers and Board |
The Trinseo Holding S.à r.l. (“ Trinseo
Holding ”) and Trinseo Luxco S.à r.l. (“ Trinseo Luxco ”) boards are each currently composed
of the following four members:
Name |
Position |
M. Elizabeth Abrams |
Independent Manager |
Cristina Capacchietti |
Manager |
Alan J. Carr |
Independent Manager |
David Stasse |
Manager |
The Trinseo Materials Finance, Inc. board is currently
composed of the following three members:
Name |
Position |
M. Elizabeth Abrams |
Independent Director |
Alan J. Carr |
Independent Director |
Angelo Chaclas |
Director |
In January 2026, the boards of certain “OpCo”
obligors 7 ( i.e. , entities that
are obligors with respect to the RCF Obligations and OpCo Term Loans) appointed M. Elizabeth Abrams and Alan J. Carr (the “ OpCo
Independent Managers ”) as independent, disinterested managers or directors to evaluate, consider, and oversee potential
transactions, including with respect to decisions and transactions that may affect the holders of OpCo Term Loans and Super HoldCo 1L Term
Loans. The OpCo Independent Managers engaged Quinn Emanuel Urquhart & Sullivan, LLP (“ Quinn ”) and Portage
Point Partners LLC (“ Portage ”) to facilitate the discharge of their duties, including with respect to (a) conducting
an independent investigation of potential claims and causes of action that may be asserted by or on behalf of such entities, including
potential claims arising from prepetition and intercompany transactions (the “ OpCo Investigation ”) and
(b) advising as to whether such entities should retain, release, or seek to settle any such potential claims or causes of action,
as further discussed Section III below.
| 7 | Trinseo Holding S.à r.l., Trinseo Luxco S.à r.l.,
Trinseo Materials Finance, Inc., and Trinseo U.S. Holding, Inc. |
17
| 3. | Officers |
The following table sets forth the names and positions
of the Company’s current officers. Unless otherwise noted, each officer listed below holds the indicated position at each of the
following Company entities: Altuglas LLC; Aristech Surfaces LLC; Trinseo LLC; Trinseo Materials Finance, Inc.; Trinseo NA Finance LLC;
Trinseo NA Finance SPV LLC; Trinseo US Holding, Inc.; (each, a Debtor); and Trinseo U.S. Receivables Company SPV LLC (a non-Debtor
affiliate) (such entities, collectively, the “ Officer Subsidiaries ”).
Name |
Position |
Entity |
J.J. Barrios |
Vice President and Chief Tax Officer |
Officer Subsidiaries |
Frank A. Bozich |
Chief Executive Officer and President |
Trinseo PLC; Officer Subsidiaries |
Angelo N. Chaclas |
Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary |
Trinseo PLC; Officer Subsidiaries |
Paula Cooney |
Senior Vice President, Chief Human Resources Officer |
Officer Subsidiaries |
Mihir Dharia |
Assistant Treasurer |
Altuglas LLC; Trinseo LLC; Trinseo Materials Finance, Inc.; Trinseo NA Finance LLC; Trinseo NA Finance SPV LLC; Trinseo US Holding, Inc. |
Roger Greene |
Vice President, Global Controller and Principal Accounting Officer |
Officer Subsidiaries |
Kevin Harriger |
Chief Operating Officer |
Aristech Surfaces LLC |
Han Hendriks |
Senior Vice President, Chief Technology and Sustainability Officer |
Officer Subsidiaries |
Francesca Reverberi |
Senior Vice President, Engineered Materials and Plastics Solutions |
Officer Subsidiaries |
Rainer Schewe |
Senior Vice President, Supply Chain and Manufacturing Services |
Officer Subsidiaries |
David Schwartz |
Assistant Treasurer |
Aristech Surfaces LLC |
David Stasse |
Executive Vice President and Chief Financial Officer |
Trinseo PLC; Officer Subsidiaries |
Bee van Kessel |
Senior Vice President, Corporate Finance and Investor Relations |
Officer Subsidiaries |
Brad Walsh |
Vice President |
Altuglas LLC; Aristech Surfaces LLC |
Arthas (Bing) Yang |
Senior Vice President, Latex Binders |
Officer Subsidiaries |
18
| D. | The Debtors’ Capital Structure |
The Debtors’ corporate and debt capital
structure reflects a series of refinancings undertaken in September 2023 and January 2025 to raise liquidity and address then-current
near-term maturities. These transactions are described below.
| 1. | Refinancing |
| (a) | 2023 Refinancing |
After an extensive marketing process involving
both existing creditors and third-party financing sources that began in May 2023, the Company refinanced certain of its then-existing
funded debt obligations (the “ 2023 Refinancing ”) on September 8, 2023 with an approximately $1.077 billion principal
amount new money secured term loan facility under the Super HoldCo 1L Credit Agreement (as defined below). As illustrated on Exhibit
C , the Super HoldCo 1L Term Loans are secured by first-priority liens on the assets of one group of Company entities 8
and the OpCo Term Loans (as defined below) are secured by liens on the assets of a separate group of Company entities. 9
As part of the 2023 Refinancing, the Super HoldCo
Borrowers (as defined below) on-lent approximately $948 million of such proceeds to the OpCo Borrowers (as defined below) pursuant to
an intercompany loan (the “ 2023 OpCo Intercompany Term Loans ”) under the OpCo Credit Agreement (as defined below).
The OpCo Borrowers used proceeds from the 2023 OpCo Intercompany Term Loans to: (i) repay their then-existing $660 million of
term loans due September 2024 under the OpCo Credit Agreement; (ii) pay down $385 million of $500 million of aggregate principal
amount of unsecured notes due September 2025 (the “ 2025 Notes ,” and the outstanding 2025 Notes after such paydown,
the “ 2025 Stub Notes ”); 10
and (iii) pay associated fees and expenses.
| 8 | In connection with entry into the Super HoldCo 1L Credit Agreement,
the Company transferred its 50% interest in AmSty to a co-borrower under the Super HoldCo 1L Credit Agreement. Under the Super HoldCo
1L Credit Agreement, 100% of the net proceeds of any potential future sale of AmSty must be used to repay the Super HoldCo 1L Term Loans. |
| 9 | Certain non-U.S. entities, which are non-Debtor affiliates,
provided guaranties with respect to the obligations under the Super HoldCo 1L Credit Agreement, which guaranties were limited by amount. |
| 10 | The Super HoldCo Borrowers (as defined below) made an approximately
$125 million equity contribution to the OpCo Borrowers (as defined below), which partially funded the $385 million paydown of unsecured
notes. |
19
| (b) | 2025 Refinancing |
On January 17, 2025, the Company refinanced its
near-term maturities (the “ 2025 Refinancing ”). In sum, the Company: (i) elevated its then-existing
revolving credit facility into the current Revolving Credit Facility (as defined below), such that the Revolving Credit Facility ranks
senior in priority to the OpCo Term Loans; (ii) redeemed the 2025 Stub Notes; and (iii) exchanged its then-existing unsecured
notes due 2029, issued by the OpCo Borrowers, at a discount to par, for the 2029 Notes (as defined below), issued by the Super HoldCo
Borrowers. The 2025 Refinancing included the provision of intercompany term loans in an aggregate principal amount of $494 million
(the “ 2025 Intercompany Term Loans ”) lent by the Super HoldCo Borrowers to the OpCo Borrowers pursuant to the
OpCo Credit Agreement. The 2025 Intercompany Term Loans were funded with, among other things, $115 million of additional borrowings under
the Super HoldCo 1L Credit Agreement, and, in connection with those borrowings, the collateral agreement for the Super HoldCo 1L Credit
Agreement was supplemented as follows:
| o | Super HoldCo Collateral Package . Debtors Aristech Surfaces LLC and Altuglas LLC were (i) designated
as unrestricted subsidiaries and released from guaranties under the OpCo Credit Agreement and (ii) pledged as collateral to secure
the Super HoldCo 1L Term Loans and the new 2029 Notes; and |
| o | Foreign Guaranties . The foreign subsidiary guaranties granted in connection with the 2023
Refinancing were amended and restated to be fully secured guaranties for both the Super HoldCo 1L Term Loans and the new 2029 Notes. |
Certain Parties to the 2025 Refinancing, including
the administrative agents for the OpCo Credit Agreement and the Super HoldCo 1L Credit Agreement, entered into the Mutual Release Agreement,
dated January 17, 2025 (the “ Mutual Release Agreement ”), which provided broad mutual releases of all known,
unknown, current, past, and future claims, including, without limitation, those arising from the negotiation and implementation of the
2023 Refinancing and the 2025 Refinancing. Every party that (i) executed the Mutual Release Agreement or (ii) purchased OpCo
Term Loans or Super HoldCo 1L Term Loans (as defined below) from a signatory to the Mutual Release Agreement is bound by the Mutual Release
Agreement and the releases granted thereunder.
| 2. | Funded Debt Obligations |
As of the Petition Date, the Debtors will be liable
for approximately $2.9 billion in funded debt obligations, consisting of the following:
Collateral Group | |
Tranche | |
Outstanding Principal Amount ($MMs) | | |
Maturity | |
Rate |
OpCo | |
Revolving Credit Facility | |
$ | 348 | | |
February 2028 | |
S+225bps 11 |
| |
OpCo 2028 Term Loans | |
$ | 716 | | |
May 2028 | |
S+250bps |
| |
OpCo Intercompany Term Loans | |
$ | 1,508 | | |
May 2030 | |
Various 12 |
| |
| |
| | | |
| |
|
Super HoldCo | |
Super HoldCo 1L Term Loans | |
$ | 1,266 | | |
May 2028 | |
S+850bps |
| |
2029 Notes | |
$ | 390 | | |
May 2029 | |
7.625% |
| |
| |
| | | |
| |
|
Securitization Program | |
Securitization Program | |
$ | 145 | | |
January 2028 | |
S+475bps |
Total | |
| |
$ | 2,865 | 13 | |
| |
|
| (a) | Revolving Credit Facility |
Debtors Trinseo Holding and Trinseo Materials
(collectively, the “ RCF Borrowers ”) are borrowers under that certain Credit Agreement , dated as
of January 17, 2025 (as amended, including by that certain First Amendment, dated as of March 19, 2026, that certain 2026 Limited Waiver
and Amendment, dated as of March 19, 2026, that certain Second Amendment, dated as of April 10, 2026 (the “ April 2026
RCF Amendment ”), and that certain Third Amendment dated as of May 13, 2026 (the “ May 2026 RCF Amendment ”),
and as further amended, restated, amended and restated, or otherwise modified from time to time, the “ RCF Credit Agreement ,”
and the facility thereunder, the “ Revolving Credit Facility ,” and the revolving loans, any risk participations
in letters of credit, and Revolving Commitments (as defined below) thereunder, the “ RCF Obligations ,” and all
claims on account of the RCF Obligations, the “ RCF Claims ”) with, among other parties, Trinseo Luxco,
as holdings, Deutsche Bank AG New York Branch, as administrative agent and collateral agent (in such capacity, the “ RCF
Agent ”) and as L/C issuer and swing line lender, the lenders party thereto (collectively, the “ RCF Lenders ”),
and certain affiliates of the RCF Borrowers from time to time party thereto as guarantors, as indicated on the chart attached hereto as
Exhibit C (collectively, the “ RCF Guarantors ”). The Revolving Credit Facility provides for initial
revolving credit commitments in an aggregate amount of $300 million (the “ Closing Date Revolving Commitments ”)
with a letter of credit sublimit of $60 million. The loans under the Closing Date Revolving Commitments bear interest at a rate of
term SOFR plus 2.25% per annum (or base rate plus 1.25% per annum) for loans denominated in Dollars and at a rate of EURIBOR
plus 2.25% per annum (or base rate plus 1.25% per annum) for loans denominated in Euros.
| 11 | The 2026 Incremental Revolving Loans ($75 million in aggregate
principal amount) have an interest rate of S+900bps PIK. |
| 12 | The interest rates of the OpCo Intercompany Term Loans are further
described in Section II.D.2(b)(ii) below. |
| 13 | The total funded debt obligations do not include the OpCo Intercompany
Term Loans. |
20
On April 10, 2026, with the execution of the April
2026 RCF Amendment, the RCF Borrowers incurred incremental revolving commitments under the RCF Credit Agreement in an aggregate principal
amount of $50 million (the “ April 2026 Incremental Revolving Commitments ”). The loans under the April
2026 Incremental Revolving Commitments (the “ April 2026 Incremental Revolving Loans ”) bear interest at
a rate of term SOFR plus 9.00% per annum (or base rate plus 8.00% per annum), with all interest paid in kind.
On May 13, 2026, with the execution of the May
2026 RCF Amendment, the RCF Borrowers incurred incremental revolving commitments under the RCF Credit Agreement in an aggregate principal
amount of $25 million (the “ May 2026 Incremental Revolving Commitments ” and, together with the April
2026 Incremental Revolving Commitments and the Closing Date Revolving Commitments, the “ Revolving Commitments ”).
The loans under the May 2026 Incremental Revolving Commitments (the “ May 2026 Incremental Revolving Loans ”
and, together with the April 2026 Incremental Revolving Loans, the “ 2026 Incremental Revolving Loans ”) bear
interest at a rate of term SOFR plus 9.00% per annum (or base rate plus 8.00% per annum), with all interest paid in kind.
The Revolving Credit Facility is secured by a
first-priority security interest on (i) equity interests in the RCF Borrowers and certain of their direct and indirect subsidiaries
and (ii) substantially all tangible and intangible assets of the RCF Borrowers and RCF Guarantors, including intercompany debt, accounts,
inventory, equipment, investment property, intellectual property, cash, deposit accounts, and material real property. The OpCo-Super HoldCo
Intercreditor Agreement (as defined below) governs the lien priority of the Revolving Credit Facility. All Revolving Commitments
and loans under the Revolving Credit Facility have a scheduled maturity of February 2, 2028.
As of the Petition Date, there will be approximately
$382 million in outstanding borrowings, approximately $348 million in outstanding principal, and approximately $32 million in existing
undrawn letters of credit outstanding under the Revolving Credit Facility, plus any accrued but unpaid interest, fees, premiums, and expenses.
Pursuant to the Restructuring Term Sheet (as defined in, and attached as Exhibit A to, the RSA), the RCF Claims shall be deemed
Allowed in the aggregate principal amount of $347,963,333.29, plus accrued and unpaid fees, costs, and interest.
| (b) | OpCo Term Loans |
The OpCo Borrowers are borrowers under that certain
Credit Agreement , dated September 6, 2017 (as amended by that certain 2023 Incremental and Refinancing Amendment, dated as of September 8,
2023, that certain 2025 Incremental Amendment, dated as of January 17, 2025, that certain 2026 Grace Period Amendment, dated as of February
16, 2026, that certain 2026 Limited Waiver and Amendment, dated as of March 19, 2026, and that certain Second Amendment, dated as of May 13, 2026,
and as further amended, restated, modified, or supplemented from time to time, the “ OpCo Credit Agreement ,”
and the facility thereunder, the “ OpCo Term Loan Facility ,” and the loans thereunder, the “ OpCo
Term Loans ”) with, among other parties, Deutsche Bank AG New York Branch, as administrative agent and collateral agent (the
“ OpCo Agent ”), the lenders party thereto, and certain affiliates of the OpCo Borrowers from time to time party
thereto as guarantors, as the chart attached hereto as Exhibit C indicates (collectively, the “ OpCo Guarantors ”).
The OpCo Term Loans under the OpCo Term Loan Facility comprise (i) the OpCo 2028 Term Loans, (ii) the 2023 OpCo Intercompany Term Loans,
and (iii) the 2025 Intercompany Term Loans (each as defined below). All loans under the OpCo Term Loan Facility are pari passu
in payment and lien priority. A second-priority lien (junior to the Revolving Credit Facility) on substantially all tangible and intangible
assets of the OpCo Borrowers and OpCo Guarantors, including intercompany debt, accounts, inventory, equipment, investment property,
intellectual property, cash, deposit accounts, and material real property, secures the OpCo Term Loan Facility. The terms of the
OpCo-Super HoldCo Intercreditor Agreement, as discussed in greater detail below, govern the lien priority of the OpCo Term Loan Facility.
Pursuant to the Restructuring Term Sheet (as defined in, and attached as Exhibit A to, the RSA), the OpCo Term Loan Claims shall be deemed
Allowed in the aggregate principal amount of $2,223,858,986.46, comprised of: (x) $716,250,000.00 in principal amount of the OpCo
2028 Term Loan Claims, plus accrued and unpaid fees, costs, and interest as of the Petition Date, and (y) $1,507,608,986.46 in principal
amount of the OpCo Intercompany Term Loan Claims, plus accrued and unpaid fees, costs, and interest as of the Petition Date, but subject
to the terms of the Intercompany Settlement.
21
| (i) | OpCo 2028 Term Loans |
On May 3, 2021, the OpCo Borrowers incurred OpCo
Term Loans in an aggregate principal amount of $750 million that mature on May 3, 2028 (the “ OpCo 2028 Term Loans ”).
The OpCo 2028 Term Loans bear interest at a rate of term SOFR plus 2.50% per annum (or base rate plus 1.50% per annum). As of the
Petition Date, there will be approximately $716 million in outstanding principal in respect of the OpCo 2028 Term Loans, plus any accrued
but unpaid interest, fees, premiums, and expenses. The OpCo Borrowers originally issued the OpCo 2028 Term Loans as broadly syndicated
term loans.
| (ii) | OpCo Intercompany Term Loans |
As part of the 2023 Refinancing, the Super HoldCo
Borrowers on-lent the proceeds of the Tranche B SHC Loans to Trinseo Holding (as successor to Trinseo Materials Operating S.C.A.) and
Trinseo Materials through the OpCo Credit Agreement—the 2023 Intercompany Term Loans. The OpCo Borrowers used the proceeds
of the 2023 Intercompany Term Loans to (x) refinance in full the $660 million of aggregate principal amount of 2024 Term Loans, (y) pay
down $385 million of $500 million of 2025 Notes, and (z) pay associated fees and expenses. The 2023 Intercompany Term Loans consist
of: (1) $268,041,238 original principal amount of incremental term loans incurred on September 8, 2023, which accrue interest at
a rate of term SOFR plus 9.66% per annum (or base rate plus 8.66% per annum); and (2) $680,344,073 original principal amount of refinancing
term loans incurred on September 8, 2023, which accrue interest at a rate of term SOFR plus 9.66% per annum (or base rate plus 8.66%
per annum). The 2023 Intercompany Term Loans mature on May 3, 2030. As of the Petition Date, there was approximately $1.508 billion in
outstanding principal in respect of all 2023 Intercompany Term Loans, plus any accrued but unpaid interest, fees, premiums, and expenses.
22
As part of the 2025 Refinancing, the parties established
the Tranche C SHC Loans in an original principal amount of $115,000,000. Concurrently, the 2029 Notes were issued in an original principal
amount of $379,494,400 pursuant to the 2029 Indenture (as defined below). Debtor Trinseo Luxco Finance (one of the Super HoldCo Borrowers),
in its capacity as a lender under the OpCo Credit Agreement, on-lent the aggregate net cash proceeds of the Tranche C SHC Loans and the
2029 Notes to the OpCo Borrowers in the form of (x) $115,000,000 in original principal amount of 2025 Intercompany Term Loans, which
accrue interest at a rate of benchmark rate plus 8.50% per annum (or base rate plus 7.50% per annum), and (y) $379,494,400 in original
principal amount of 2025 Intercompany Term Loans, which accrue interest at a rate of 7.625% per annum. The OpCo Borrowers used the
proceeds of the $115,000,000 tranche of 2025 Intercompany Term Loans, together with cash on hand, to redeem all outstanding 2025 Stub
Notes, together with accrued and unpaid interest thereon. The OpCo Borrowers used the proceeds of the $379,494,400 tranche of 2025 Intercompany
Term Loans to acquire the Old 2029 Notes that Trinseo Luxco Finance held immediately following the exchange of approximately $446,500,000
in original principal amount of the unsecured notes due 2029, originally issued by the OpCo Borrowers into 2029 Notes at a discount to
par of at least fifteen percent. The proceeds that Trinseo Luxco Finance receives on account of OpCo Intercompany Term Loans under
the OpCo Credit Agreement finance the payments of principal and interest under the Super HoldCo 1L Credit Agreement.
The receivables under the OpCo Intercompany
Term Loans are pledged in favor of Alter Domus (US) LLC, as collateral agent, for the benefit of the secured parties under the Super HoldCo
1L Credit Agreement, pursuant to a Luxembourg-law-governed receivables pledge agreement. The OpCo Intercompany Term Loans constitute
part of the collateral securing the Super HoldCo 1L Term Loan Facility.
As noted above, the Restructuring Transactions
contemplated by the RSA include a settlement (the “ Intercompany Settlement ”) of all potential claims directly
or indirectly related to the OpCo Intercompany Term Loans between the OpCo Company Parties, on one hand, and the OpCo Intercompany
Term Lender, on the other hand, including against their respective directors, managers, officers, and other related parties, and including
all potential claims and causes of action investigated as part of the OpCo Investigation, on the terms and conditions set forth in the
Restructuring Term Sheet, the Restructuring Term Sheet (as defined in, and attached as Exhibit A to, the RSA), the Plan, and the
Definitive Documents, including the allowance of the OpCo Intercompany Term Loan Claim held by certain of the Super HoldCo Company Parties
in the aggregate principal amount of $1,507,608,986.46 plus all accrued interest as of the Petition Date.
| (c) | Super HoldCo 1L Term Loans |
Debtors Trinseo Luxco Finance and Trinseo NA Finance
SPV LLC (collectively, the “ Super HoldCo Borrowers ”) are borrowers under that certain Credit Agreement ,
dated as of September 8, 2023 (as amended by that certain First Amendment, dated as of January 26, 2024, that certain Second Amendment,
dated as of December 12, 2024, that certain Third Amendment , dated as of January 17, 2025, and that certain 2026 Limited Waiver
and Amendment, dated as of March 19, 2026, and as further amended, restated, amended and restated, or otherwise modified from time to
time, the “ Super HoldCo 1L Credit Agreement ,” and the facility thereunder, the “ Super HoldCo 1L Term
Loan Facility ”) with, among other parties, Debtors Trinseo PLC and Trinseo NA Finance LLC, as holdings, Alter Domus (US)
LLC, as administrative agent and collateral agent (in such capacity, the “ Super HoldCo 1L Agent ”), and
the lenders party thereto (collectively, the “ Super HoldCo 1L Lenders ”). Prior to the 2025 Refinancing,
the Super HoldCo 1L Term Loan Facility comprised: (i) 2023 “Tranche A” term loans in the principal amount of approximately
$129 million (the “ Tranche A SHC Loans ”) and (ii) 2023 “Tranche B” term loans in the principal
amount of approximately $948 million (the “ Tranche B SHC Loans ”). As described above, as part of the 2025
Refinancing, the Super HoldCo 1L Credit Agreement was amended to provide for “Tranche C” term loans in the principal
amount of $115 million (the “ Tranche C SHC Loans ” and together with the Tranche A SHC Loans and the Tranche
B SHC Loans, the “ Super HoldCo 1L Term Loans ,” and all claims on account of the Super HoldCo 1L
Term Loans, the “ Super HoldCo 1L Claims ”).
23
In connection with the 2023 Refinancing, the Super
HoldCo Borrowers used the Tranche A SHC Loans to fund an equity contribution to Debtors Trinseo Holding and Trinseo Materials (together,
the “ OpCo Borrowers ”), the proceeds of which the OpCo Borrowers used to partially redeem the unsecured
notes due September 2025. The Super HoldCo Borrowers on-lent the Tranche B SHC Loans to the OpCo Borrowers as 2023 Intercompany Term
Loans, the proceeds of which they used to (a) refinance the $660 million of term loans coming due in September 2024 (the “ 2024
Term Loans ”); (b) pay down $385 million of $500 million of 2025 Notes; and (c) pay associated fees and expenses.
The Super HoldCo Borrowers on-lent the Tranche C SHC Loans to the OpCo Borrowers as 2025 Intercompany Term Loans, the proceeds of
which the OpCo Borrowers used to redeem the 2025 Stub Notes. Interest accrues on the Super HoldCo 1L Term Loans at a rate of term SOFR
plus 8.50% per annum (or base rate plus 7.50% per annum), with an option to pay a portion of the interest in kind.
The Super HoldCo 1L Term Loan Facility is secured
by a first-priority security interest in: (i) all equity interests in the Super HoldCo Borrowers and certain of their direct and indirect
subsidiaries; (ii) substantially all tangible and intangible assets of the Super HoldCo Borrowers, including the notes for the 2023 OpCo
Intercompany Term Loans and the 2025 Intercompany Term Loans (collectively, the “ OpCo Intercompany Term Loans ”);
and (iii) accounts, inventory, equipment, investment property, contract rights, securities, patents, trademarks, other intellectual property,
other general intangibles, cash, bank and securities deposit accounts, and real property.
The Super HoldCo 1L Term Loans have a stated maturity
of May 3, 2028. As of the Petition Date, the outstanding principal balance under the Super HoldCo 1L Credit Agreement (including capitalized
paid in-kind interest) will be approximately $1.266 billion, plus any accrued but unpaid interest, fees, premiums, and expenses. Pursuant
to the Restructuring Term Sheet (as defined in, and attached as Exhibit A to, the RSA), the Super HoldCo 1L Claims shall be deemed
Allowed in the aggregate principal amount of $1,266,201,797.15, plus accrued and unpaid fees, costs, and interest as of the Petition Date.
| (d) | 2029 Notes |
Trinseo Luxco Finance and Trinseo NA Finance SPV
LLC (together in such capacity, the “ 2029 Notes Issuers ”) issued approximately $379.5 million in aggregate
principal amount of 7.625% Second Lien Senior Secured Notes due 2029 (the “ 2029 Notes ” and all claims on account
of the 2029 Notes, the “ 2029 Notes Claims ”) pursuant to that certain Indenture , dated as of January 17,
2025 (as amended, restated, modified, or supplemented from time to time, the “ 2029 Indenture ”), with
The Bank of New York Mellon, as trustee (in such capacity, the “ 2029 Notes Trustee ”), Alter Domus
(US) LLC, as collateral agent (in such capacity, the 2029 Notes Collateral Agent ”), and the holders
party thereto.
24
The 2029 Notes bear interest at a rate of 7.625%
per annum and have a stated maturity of May 3, 2029. A second-priority lien on substantially all assets of the 2029 Notes Issuers
and certain of their subsidiaries secures the 2029 Notes, which pursuant to the Super HoldCo 1L-2L Intercreditor Agreement (as defined
below), ranks junior to the liens securing the Super HoldCo 1L Term Loan Facility. Section 13.12 of the 2029 Indenture further provides
that any holder that acquired 2L 2029 Notes, whether through the exchange undertaken in January 2025 or in the secondary market, waived
and released all claims against any Company entity, including directors, officers, employees, incorporators, shareholders, subsidiaries,
and affiliates “in respect of, or by reason of such obligations or their creation.” As of the Petition Date, the Debtors owe
approximately $390 million in outstanding principal amount of 2L 2029 Notes, plus any accrued but unpaid interest, fees, premiums,
and expenses.
| (e) | Securitization Program |
Certain Debtors participate in a receivables Securitization
Program, pursuant to which certain Debtors directly or indirectly sell receivables to Styron Receivables Funding Designated Activity Company
(the “ Securitization Borrower ”), which is not affiliated with the Company. The Securitization Borrower owns
receivables it purchases, and such receivables are not assets of the Debtors.
Pursuant to that certain Credit and Security
Agreement , dated as of July 18, 2024 (as amended by that certain First Amendment to Credit and Security Agreement , dated as
of February 24, 2026, that certain Limited Waiver and Second Amendment, dated as of March 19, 2026, and that certain Limited Waiver and
Third Amendment, dated as of April 10, 2026 and as further amended, restated, amended and restated or supplemented), and the facility
thereunder, (the “ Securitization Program ”), the Securitization Borrower obtains financing from lenders, subject
to a borrowing base and an overall facility limit of $150 million, to finance the purchase of receivables. Other parties to the Securitization
Program include (i) non-Debtor Affiliate Trinseo Ireland Global IHB Limited, as investment manager; (ii) GLAS USA LLC, as administrative
agent; (iii) GLAS Americas LLC, as collateral agent; (iv) Trinseo Europe GmbH, Trinseo Export GmbH, and Trinseo Deutschland Anlagengesellschaft
mbH, as originators; and (v) the lenders party thereto. The Securitization Borrower’s purchase of receivables under the Securitization
Program provides the Debtors with liquidity prior to collections on commercial invoices.
As of the Petition Date, the Securitization Borrower
will have outstanding borrowings of approximately $145 million, plus any accrued but unpaid interest, fees, premiums and expenses,
at a rate of SOFR plus 4.75% per annum. As set forth in the Securitization Motion, the Debtors are seeking to replace the Securitization
Program postpetition.
25
| (f) | Intercreditor Agreements |
The relative lien and payment priorities of the
Debtors’ funded debt obligations are governed by (i) that certain Intercreditor and Subordination Agreement , dated as
of January 17, 2025 (the “ OpCo-Super HoldCo Intercreditor Agreement ”), by and among the RCF Agent, the
Super HoldCo 1L Agent, the OpCo Agent, and the 2029 Notes Collateral Agent and (ii) that certain Intercreditor Agreement ,
dated as of January 17, 2025 (the “ Super HoldCo 1L-2L Intercreditor Agreement ” and, together with the OpCo-Super
HoldCo Intercreditor Agreement, the “ Intercreditor Agreements ”) by and among the Super HoldCo 1L Agent, the
2029 Notes Collateral Agent, and the grantors party thereto. The following chart summarizes the relative priorities on collateral under
the Intercreditor Agreements: 14
Relative Priority on Collateral |
Revolving Credit Facility Obligors 15 |
Super HoldCo Obligors 16 |
Trinseo Europe GmbH: North American IP 17 |
Trinseo Europe GmbH: Specified Foreign Guarantor IP and Property 18 |
Trinseo Europe GmbH: All Other Collateral |
1 |
RCF Agent |
Super HoldCo 1L Agent |
Super HoldCo 1L Agent |
RCF Agent |
RCF Agent |
2 |
OpCo Agent |
2029 Notes Trustee |
2029 Notes Trustee |
Super HoldCo 1L Agent |
OpCo Agent |
3 |
-- |
-- |
-- |
2029 Notes Trustee |
Super HoldCo 1L Agent |
4 |
-- |
-- |
-- |
OpCo Agent |
2029 Notes Trustee |
| 3. | Other Non-Funded Debt Obligations |
| (a) | Trade Claims |
In the ordinary course of business, the Debtors
transact with certain vendors, suppliers, service providers, and other trade counterparties. As of the Petition Date, the Debtors estimate
that the aggregate amount of their unsecured trade debt will be approximately $32.4 million. Certain of these vendors, suppliers, service
providers, and other trade counterparties are essential to the Debtors’ businesses, including their manufacturing operations. Any
interruption, even briefly, in the flow of goods and services from such creditors could have an immediate and adverse impact on the Debtors’
ability to continue operating in the ordinary course. Accordingly, as noted below, the Debtors will file an Emergency Motion of Debtors
for Entry of an Order (A) Authorizing the Debtors to Pay Prepetition Trade Claims in the Ordinary Course of Business and (B) Granting
Related Relief to seek relief to pay prepetition amounts owed to their vendors and other business partners.
| 14 | This chart is illustrative and is qualified in all respects
by the terms of the Intercreditor Agreements. In the event of a conflict between this Disclosure Statement and the Intercreditor Agreements,
the terms of the Intercreditor Agreements shall control. |
| 15 | Other than Trinseo Europe GmbH. |
| 16 | Other than Trinseo Europe GmbH. |
| 17 | Includes Aristech Surfaces LLC and Altuglas LLC IP license agreements
and all North American IP rights necessary for the Aristech and Altuglas businesses. |
| 18 | Includes license agreements, tolling agreements, IP rights,
and other property related to foreign guarantors. |
26
| (b) | Other General Unsecured Claims |
As of the Petition Date, the Debtors anticipate
there may be additional claims against the Debtors that are neither secured by collateral nor entitled to priority under the Bankruptcy
Code. These claims include, among other things, contingent obligations, disputed claims, and litigation-related claims.
| (c) | Equity Interests |
Trinseo PLC’s shares historically traded
on the NYSE under the symbol “TSE.” On March 2, 2026, Trinseo received a notice of non-compliance from the NYSE
regarding its failure to maintain minimum market capitalization standards, and on March 30, 2026, the NYSE delisted Trinseo PLC’s
shares. Following the delisting, Trinseo PLC’s ordinary shares began trading on the OTC Pink Limited Market.
As a public company incorporated in Ireland with
securities registered pursuant to section 12(b) of the Securities Exchange Act of 1934 (as amended, the “ Exchange Ac t”),
Trinseo PLC is subject to ongoing reporting obligations under the Exchange Act, including the filing of annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K with the SEC. For the fiscal year ending December 31, 2025, Trinseo PLC was classified
as an accelerated filer under applicable SEC rules and was not a well-known seasoned issuer. The Company has filed its annual report on
Form 10-K for the fiscal year ended December 31, 2025, with the SEC. Notwithstanding the delisting of Trinseo PLC’s ordinary shares
from the NYSE, as described above, the Company remains subject to Exchange Act reporting obligations, and the Debtors intend to continue
to comply with such obligations during the Chapter 11 Cases.
Trinseo PLC has an authorized share capital of:
(i) 4 billion ordinary shares with a nominal value of $0.01 per share and (ii) 25,000 deferred shares with a nominal value of €1.00
per share. As of the Petition Date, there will be approximately 36.5 million ordinary shares issued and outstanding and rights over approximately
3 million unissued ordinary shares. Trinseo PLC also has 25,000 deferred shares issued and outstanding, which are held by a nominee in
order to meet the statutory minimum capital requirements for an Irish public limited company. These deferred ordinary shares carry no
voting rights, are not entitled to receive any dividends or distributions, and do not dilute the economic ownership of Trinseo PLC’s
other shareholders.
27
III.
EVENTS LEADING TO THE CHAPTER 11 CASES
The Chapter 11 Cases result from several factors,
including industry-wide headwinds driven by overcapacity in the Asia-Pacific region, fluctuating demand across key industries, tariffs,
geopolitical conflict, rising interest rates, and energy pricing volatility. As a result, the Company has experienced free cash flow at
levels lower than forecasted. At the same time, the Debtors’ current capital structure has become unsustainable, with approximately
$2.9 billion in total indebtedness and adjusted EBITDA of $162.5 million in 2025.
In response to these challenges, the Company and
its management team implemented a series of turnaround initiatives including, among other things: (a) the closure of the Company’s
styrene production facilities in Boehlen, Germany and Terneuzen, the Netherlands; (b) the exit from virgin polycarbonate manufacturing
at Stade, Germany; (c) the closure of the Company’s PMMA cast sheets plant in Bronderslev, Denmark and its batch polyester tray
casting plant in Belen, New Mexico; and (d) announced permanent closures of the Company’s methyl methacrylate operations
in Rho, Italy, acetone cyanohydrin production operations in Porto Marghera, Italy, and polystyrene manufacturing operations in Schkopau,
Germany. As the Debtors continued to evaluate their path forward, the Debtors also assessed whether a more comprehensive restructuring
would be advisable to position the Company for success and continued investment in its businesses.
| A. | Challenging Market Conditions |
In recent years, the chemical industry has experienced
a sustained and severe downturn that significantly impacted the Company’s financial performance. Numerous macroeconomic and industry-specific
factors contributed to this challenging environment, including a variety of supply chain disruptions, Russia’s invasion of Ukraine,
margin pressure and volume degradation due to overcapacity in various industries, and increased interest rates. More recently, ongoing
conflict in the Middle East has driven up oil prices, which, while having mixed impacts on the Company’s operating margins, has
simultaneously increased the Company’s input costs and working capital requirements to acquire feedstocks, further straining the
Company’s liquidity position and compressing near-term cash flow.
| B. | Demand Decline |
Over the last 18 months, the demand environment
for chemicals has become increasingly challenging. Specifically, the combination of persistent macroeconomic uncertainty, trade policy
volatility, and ongoing geopolitical tensions has resulted in weak underlying demand across many of the Company’s end applications,
including building and construction, consumer electronics, automotive, and wellness. Customer destocking exacerbated volume declines,
as customers reduced inventory levels in response to economic uncertainty. Demand recovery has not materialized due to trade and continued
geopolitical uncertainty, and depressed demand is expected to persist until 2027 at the earliest.
| C. | Challenged Liquidity |
These business pressures have, in turn, strained
the Company’s overall liquidity in recent months. Rising oil prices, beginning in March 2026, have further impacted the Company’s
liquidity position and increased the Company’s input costs and working capital requirements. These factors, combined with being
delisted from the NYSE, have contributed to increased credit rating pressure and trade contraction.
28
| D. | Restructuring Preparations |
| 1. | Retention of Professionals |
Faced with these challenges, the Company sought
to proactively engage with its stakeholders to develop a comprehensive solution to its balance sheet. In connection with these efforts,
the Company engaged Latham, Centerview, and FTI to advise it on strategic alternatives and restructuring options. Latham, along with Centerview
and FTI, quickly helped the Company evaluate a number of strategic alternatives, including out-of-court and sale transactions.
| 2. | OpCo Governance and Investigation |
As part of the strategic review process, as noted,
the Company implemented governance changes to ensure a fair and robust strategic alternatives review process. As discussed in greater
detail in Section II above, the Company’s capital structure includes secured debt obligations at different levels of its corporate
structure, with certain creditors holding debt owed by “Super HoldCo” entities, and others holding debt owed by “OpCo”
entities, giving rise to potentially differing economic incentives and interests and priorities among creditor constituencies. In light
of these potentially differing interests, the OpCo Independent Managers were appointed to evaluate, consider, and oversee potential transactions,
including with respect to decisions and transactions that may affect the holders of OpCo Term Loans and Super HoldCo 1L Term Loans. The
OpCo Independent Managers engaged Quinn and Portage to facilitate the discharge of their duties, including with respect to (a) conducting
the independent OpCo Investigation of potential claims and causes of action that may be asserted by or on behalf of entities represented
by the Independent Managers arising from prepetition and intercompany restructuring transactions and (b) advising as to whether such entities
should retain, release, or seek to settle any such potential claims or causes of action. The OpCo Investigation included, among
other things, analysis of transaction documentation, review of the minutes of and materials for meetings of the boards of OpCo entities
over the relevant time period, and interviews of directors, managers and professionals.
In this regard, the RSA and the Plan provide for
a settlement (the “ Intercompany Settlement ”) of all potential valuable claims directly or indirectly related
to the OpCo Intercompany Term Loans between the OpCo Company Parties 19
(as intercompany obligors), on one hand, and Trinseo Luxco Finance (as intercompany lender), on the other hand, including all potential
claims and causes of action investigated in the OpCo Investigation. Specifically, the OpCo Investigation identified any make-whole premium,
yield protection fee (including the 2023 Yield Protection Fee, the 2025 Tranche A Yield Protection Fee, and the 2025 Tranche B Yield Protection
Fee (each as defined in the OpCo Credit Agreement)), prepayment premium, call protection, applicable premium, or similar payments or amounts,
in each case, with respect to the OpCo Intercompany Term Loans, as being subject to challenge and disallowance (collectively, the “ Specified
Claims ”). Pursuant to the Intercompany Settlement, the parties to the RSA have agreed to settle the Specified Claims, along
with certain other issues as part of the holistic and global nature of the transactions under the RSA. In particular, the Intercompany
Settlement includes, among other things, agreement on the allowance of claims on account of the OpCo Intercompany Term Loans (the “ OpCo Intercompany
Term Loan Claim ”) in the aggregate principal amount of $1,507,608,986.46 plus accrued interest, costs, and fees (excluding
the Specified Claims) as of the Petition Date. The OpCo Investigation identified no other viable claims. The OpCo Independent Managers
support the Intercompany Settlement, which is set forth in the RSA and the Plan.
| 19 | “ OpCo
Company Parties ” means, collectively, Heathland B.V., Trinseo Europe GmbH,
Trinseo Export GmbH, Trinseo Holding B.V., Trinseo Holding S.à r.l., Trinseo Holdings
Asia Pte. Ltd., Trinseo (Hong Kong) Limited, Trinseo International Holding LLC, Trinseo Ireland
Global IHB Limited, Trinseo LLC, Trinseo Luxco S.à r.l., Trinseo Materials Finance,
Inc., Trinseo Netherlands B.V., Trinseo Services Ireland Limited Company, Trinseo Suomi Oy,
Trinseo Sverige AB, and Trinseo US Holding, Inc. |
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| 3. | Super HoldCo Governance and Investigation |
As discussed in greater detail in Section II above,
the Super HoldCo Independent Directors were appointed in January 2026 and have engaged McDermott to advise them with respect to any matters
that arise in connection with such entities’ transactional and restructuring efforts, including transactional diligence and advice,
corporate governance advice, negotiations regarding potential transactions, and assistance in the Super HoldCo Independent Directors’
independent investigation of any potential restructuring transactions.
| 4. | Amendments, Forbearances, and Incremental Financing |
As discussions with their stakeholders
progressed in 2026, the Company also entered into certain amendments, waivers, and/or forbearances with respect to the Revolving Credit
Facility, the OpCo Credit Agreement, the Super HoldCo 1L Credit Agreement, and the Securitization Program. These waivers preserved the
Debtors’ liquidity by temporarily waiving certain acceleration and collateral enforcement rights of the applicable agents and lenders
under each of the Revolving Credit Facility, the OpCo Credit Agreement, the Super HoldCo 1L Credit Agreement, and the Securitization Program
as a result of the non-payment of applicable interest payments under the Super HoldCo 1L Credit Agreement, OpCo Credit Agreement, and
the 2L 2029 Notes.
In April 2026, the Company determined
that it required approximately $50 million of additional liquidity to adequately prepare for an orderly chapter 11 process and, hopefully,
to reach consensus among its stakeholders, namely the Ad Hoc Group of Senior Secured Creditors and the OpCo 2028 Ad Hoc Group, regarding
a consensual chapter 11 process. After soliciting, and receiving, financing proposals from each of the Ad Hoc Group of Senior Secured
Creditors and the OpCo 2028 Ad Hoc Group, the Company deemed the Ad Hoc Group of Senior Secured Creditors’ proposal as the superior
proposal and entered into the April 2026 RCF Amendment.
In May 2026, the Debtors neared
an agreement among their stakeholders, namely the Ad Hoc Group of Senior Secured Creditors and the OpCo 2028 Ad Hoc Group, regarding a
consensual chapter 11 process. The Company determined it required an additional $25 million of liquidity to continue preparations
for an orderly, consensual chapter 11 process and finalize certain definitive documents. Accordingly, the Company entered into the May
2026 RCF Amendment in connection with execution of the RSA.
| 5. | Proactive Stakeholder Engagement |
The Debtors also sought to
proactively engage with their capital structure. Starting in December 2025, the Company entered into confidentiality agreements, undertook
to pay fees and expenses, and provide diligence materials to advisors to: (a) an ad hoc group of holders of RCF Claims and Super HoldCo
1L Claims (the “ Ad Hoc Group of Senior Secured Creditors ”), represented by Paul Hastings LLP, as counsel,
and PJT Partners LP, as investment banker; and (b) an ad hoc group of certain holders of OpCo 2028 Term Loans (the “ OpCo
2028 Ad Hoc Group ”), represented by Gibson, Dunn & Crutcher LLP, as counsel, and Lazard Frères & Co LLC,
as investment banker. 20 The Debtors further
solicited transaction proposals from each of these groups as part of their overall effort to drive consensus across their capital structure.
This process of diligence and
engagement was then followed by months of negotiations supervised by the Debtors’ disinterested fiduciaries. Nor was consensus a
foregone conclusion or certain over this time, and each party vigorously represented its interests, and advocated its positions along
the way. Without diminishing the hard-fought and arm’s length nature of these negotiations, the parties engaged in good faith along
the way and, ultimately, the Debtors, the Ad Hoc Group of Senior Secured Creditors, and the OpCo 2028 Ad Hoc Group reached agreement.
The Debtors determined the best available path forward in light of their circumstances was to enter into the RSA with the Supporting Creditors
and pursue a comprehensive restructuring through the Chapter 11 Cases.
| 20 | The
Debtors also performed initial outreach to an ad hoc group of certain holders of 2L 2029
Notes Claims (the “ 2L 2029 Notes Ad Hoc Group ”), represented by
Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel, and Perella Weinberg Partners
LP, as investment banker. |
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| 6. | The Restructuring Support Agreement |
Following months of extensive,
hard-fought, good-faith negotiations, on May 13, 2026, the Debtors and the Supporting Creditors executed the RSA, with parties thereto
agreeing to support the Plan process and certain of the Supporting Creditors agreeing to backstop the DIP Facilities and a $450 million
Equity Rights Offering. Execution of the RSA and participation in the transactions thereunder was open to all funded debt creditors, including
CastleKnight Management LP (“ CastleKnight ”). The terms of the comprehensive restructuring of the Debtors’
balance sheet under the RSA are incorporated in the terms of the Plan.
Despite the Debtors’ efforts,
however, the Debtors have not yet been able to achieve unanimity across their capital structure. Although it was formerly a member of
the ad hoc group of OpCo 2028 Term Loan holders that executed the RSA, CastleKnight, a holder of OpCo 2028 Term Loans and 2L 2029 Notes,
has not executed the RSA and has advised that it will object to plan confirmation. The Debtors, for their part, will seek to resolve this
objection consensually if reasonably possible, but are otherwise prepared to proceed with plan confirmation, on a contested basis, and
enforce CastleKnight’s own contractual obligations, if necessary.
IV.
ANTICIPATED EVENTS DURING THE CHAPTER 11 CASES
| A. | Commencement of the Chapter 11 Cases and First Day Motions |
In accordance with the Restructuring Support Agreement,
the Debtors anticipate filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court
for the Southern District of Texas (the “ Bankruptcy Court ”) on or before May 26, 2026. The Debtors
intend to continue to operate their businesses and manage their properties as debtors in possession under sections 1107(a) and 1108 of
the Bankruptcy Code. The Debtors will seek to have the Chapter 11 Cases jointly administered for procedural purposes pursuant to
rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”).
On or about the Petition Date, the Debtors intend
to file various motions and applications seeking relief designed to ensure a seamless transition between the Debtors’ prepetition
and postpetition business operations, facilitate a smooth reorganization through the Chapter 11 Cases, and maximize value for the Debtors’
stakeholders. The following is a summary of the relief the Debtors intend to seek on the Petition Date:
| 1. | DIP Financing |
The Debtors intend to file a motion seeking, among
other things, entry of interim orders and final orders from the Bankruptcy Court authorizing the Debtors to obtain postpetition financing
through two debtor-in-possession credit facilities (together, the “ DIP Facilities ”): (a) the Super HoldCo DIP
Facility, a senior secured superpriority debtor-in-possession term loan facility to be provided by certain of the Super HoldCo 1L Lenders,
with Alter Domus (US) LLC as administrative agent and collateral agent, consisting of $157.5 million comprised of new money loans and
rolled-up Super HoldCo 1L Claims; and (b) the OpCo DIP Facility, a senior secured superpriority debtor-in-possession term
loan facility to be provided by certain of the RCF Lenders, with Deutsche Bank AG New York Branch as administrative agent and collateral
agent, consisting of $270.0 million comprised of new money loans and rolled-up RCF Claims. The proceeds of the DIP Facilities will be
used to, among other things, fund operating expenses associated with the Debtors’ businesses and the administrative expenses of
the Chapter 11 Cases.
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| 2. | Cash Management |
The Debtors intend to seek authority to continue
using their existing cash management system, bank accounts, and business forms, to continue intercompany transactions in the ordinary
course of business and afford superpriority administrative expense priority to such intercompany transactions.
| 3. | Trade Claims |
In the ordinary course of business,
the Debtors transact with certain vendors, suppliers, service providers, and other trade counterparties. Certain of these vendors, suppliers,
service providers, and other trade counterparties are essential to the Debtors’ businesses, including their manufacturing operations.
Any interruption, even briefly, in the flow of goods and services from such creditors could have an immediate and adverse impact on the
Debtors’ ability to continue operating in the ordinary course. The Debtors intend to seek authority to pay claims of all trade creditors
in full in the ordinary course of business to ensure the continued supply of goods and services. The Debtors also intend to seek confirmation
of the administrative expense priority of undisputed outstanding prepetition orders pursuant to section 503(b)(9) of the Bankruptcy Code.
| 4. | Insurance Programs |
The maintenance of the Debtors’ insurance
coverage is essential to their operations and is required by various laws and regulations. As such, the Debtors intend to seek authority
to continue their existing insurance programs and pay all obligations related thereto in the ordinary course of business. The Debtors
also intend to seek modification of the automatic stay to permit employees to proceed with workers’ compensation claims and to permit
insurers to advance and/or reimburse defense costs and fees under applicable policies.
| 5. | Employee Wages and Benefits |
To minimize the uncertainty and potential distractions
associated with the Chapter 11 Cases and the potential disruption to the Debtors’ operations resulting therefrom, the Debtors intend
to seek authority to pay prepetition wages, salaries, employee benefits, and other compensation owed to employees, and to continue employee
benefit programs and pay related obligations, in the ordinary course of business.
| 6. | Taxes and Fees |
To minimize any disruption to the Debtors’
operations and avoid potential liens and/or penalties, the Debtors intend to seek authority to pay certain prepetition taxes and governmental
fees in the ordinary course of business.
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| 7. | Utilitie s |
In the ordinary course of business, the Debtors
incur certain expenses related to essential utility services. The Debtors intend to seek entry of an order from the Bankruptcy Court approving
the proposed adequate assurance of payment for future utility services, prohibiting the utility companies from altering, refusing, or
discontinuing services on account of unpaid prepetition claims, and approving the Debtors’ proposed procedures for resolving additional
assurance requests.
| 8. | Customer Programs |
The Debtors provide various programs to their
customers, such as rebates and payment incentives. The Debtors intend to seek authority to continue and honor their existing customer
programs, including prepetition obligations to customers, in the ordinary course of business.
| 9. | Equity Trading/NOL Procedures |
The Debtors have certain net operating losses
and other tax attributes that provide the potential for material future tax savings. As a result, on the Petition Date, the Debtors intend
to seek entry of an order from the Bankruptcy Court (a) approving certain notification procedures related to certain transfers of, or
claims of worthlessness with respect to, the beneficial ownership of Trinseo PLC’s outstanding equity interests and (b) directing
that any purchase, sale, other transfer of, or claim of worthlessness with respect to, the beneficial ownership of Trinseo PLC’s
outstanding equity interests in violation of the procedures shall be null and void ab initio .
| 10. | Securitization Program |
The Debtors intend to seek authority to continue
selling, contributing, and servicing receivables and related assets pursuant to the Securitization Program on a postpetition basis.
| 11. | Administrative Motions and Retention Applications |
The Debtors intend to file several other administrative
motions that are common in chapter 11 proceedings of similar size and complexity. In addition, the Debtors intend to file applications
seeking authority to retain their professionals, including (a) Kroll Restructuring Administration LLC, as claims, notice, and solicitation
agent, (b) Latham & Watkins LLP and Hunton Andrews Kurth LLP, as bankruptcy co-counsel, (c) FTI Consulting, Inc. as financial advisor,
(d) Centerview Partners LLC, as investment banker, and (e) Ernst & Young LLP, as tax advisor.
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| B. | Solicitation Procedures and Combined Hearing |
Prior to the Petition Date, the Debtors commenced
the Solicitation by serving this Disclosure Statement and the related Ballots on Holders of Claims in the Voting Classes. On the Petition
Date, the Debtors intend to file a motion seeking entry of an order from the Bankruptcy Court (the “ Solicitation Procedures
Order ”) (a) scheduling a combined hearing on (i) the adequacy of this Disclosure Statement and (ii) the confirmation of
the Plan; (b) approving the solicitation procedures and notices of non-voting status and release forms; (c) fixing the deadline and procedures
for objections to this Disclosure Statement and the Plan; (d) approving the form and manner of notices of commencement, the Combined Hearing,
and the objection deadline; (e) approving the notice of assumption of executory contracts and unexpired leases; (f) conditionally
(i) directing the United States Trustee not to convene a section 341 meeting of creditors and (ii) waiving the requirement to file statements
of financial affairs and schedules of assets and liabilities; (g) conditionally approving this Disclosure Statement; and (h) granting
related relief.
| C. | Combined Hearing |
The Debtors anticipate that the Bankruptcy Court
will schedule a combined hearing (the “ Combined Hearing ”) to consider (a) final approval of this Disclosure
Statement and (b) confirmation of the Plan. The Combined Hearing is expected to be held no later than 60 calendar days
following the Petition Date. The Debtors will serve notice of the Combined Hearing and the deadline established for filing any objections
to this Disclosure Statement and/or confirmation of the Plan on all parties entitled to receive such notice.
| D. | The Irish Examinership Proceedings |
In accordance with the Restructuring
Support Agreement, Trinseo PLC anticipates filing a petition to commence examinership proceedings before the Irish High Court (the “ Irish
Court ”) following confirmation of the Plan (the “ Irish Examinership Proceedings ,” and such examiner
appointed in connection therewith, the “ Examiner ”). The filing of the Irish Examinership Proceedings will commence
the protection period during which Trinseo PLC will, under Irish law, have the benefit of protection against enforcement and other actions
by its creditors for a period of up to 100 calendar days (subject to extension up to a maximum of 1 year from the filing of the petition
provided that proposals for a Scheme of Arrangement have been lodged with the Irish Court on or before the expiry of 100 calendar days
from the date of the filing of the petition).
Trinseo PLC intends to continue
operating its business in the ordinary course during the protection period, save that an Examiner will be in place whose primary function
will be to seek approval for its proposals for a Scheme of Arrangement in relation to Trinseo PLC.
Trinseo PLC believes that the
terms of the proposals for a Scheme of Arrangement which will accompany the Irish Examinership Proceedings will, inter alia , deal
with the (a) cancellation of all Existing Equity Interests; and (b) issue new equity interests in Trinseo PLC on terms consistent with
the Plan.
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Notwithstanding anything to
the contrary in the above, the Debtors reserve the right to file additional Irish Examinership Proceedings for Debtors other than Trinseo
PLC, to the extent necessary or advisable to consummate the Plan.
| 1. | Petition Hearing |
On the petition hearing date of the Irish Examinership
Proceedings, Trinseo PLC will apply to have the Examiner’s appointment confirmed. Trinseo PLC will be required to establish that
it is insolvent, or likely to become so, and that there is a reasonable prospect of the survival of both the company and its undertaking.
It is intended that the petition will be accompanied by the Scheme of Arrangement.
| 2. | Approval of Proposals for the Scheme of Arrangement |
The Examiner will convene meetings
of classes of creditors and the shareholders of Trinseo PLC. The Scheme of Arrangement is required to reach one of the following approval
thresholds:
| (1). | approval by a majority in number of creditors whose interests would be impaired by implementation of the
proposals (“ Impaired Creditors ”), representing a majority in value of such claims; |
| (2). | approval by a majority of voting classes of Impaired Creditors, provided that at least one of those classes
is a class of secured creditors, or is senior to the class of ordinary unsecured creditors; or |
| (3). | approval by at least one voting class of Impaired Creditors other than a class of creditors which, upon
a valuation of Trinseo PLC as a going concern, would not receive any payment or keep any interest, or which could be reasonably presumed
not to receive any payment or keep any interest, if the normal ranking of liquidation priorities under applicable Irish law were applied. |
| 3. | Approval by the Irish Court |
Once the requisite creditor classes have voted
in favor of the Scheme of Arrangement, the Examiner will file a report containing details of the outcome of the votes of the class meetings
with the Irish Court and apply to the Irish Court for a hearing date to confirm the Scheme of Arrangement. At such hearing, the Examiner
will be required to establish, inter alia :
| (1). | that the proposals are fair and equitable to any class of creditors which has not accepted the proposals
and whose interests would be impaired by the proposals; |
| (2). | that the proposals are not unfairly prejudicial to the interests of any interested party; and |
| (3). | that no dissenting creditor would be worse off under the proposals than such a creditor would be if the
normal ranking of liquidation priorities under Irish law were applied, either in the event of liquidation, whether piecemeal or by sale
as a going concern, or in the event of the next-best-alternative scenario if the Scheme of Arrangement were not confirmed ( i.e. ,
the “Best-Interests-of-Creditors Test”). |
Cancellation of the Existing Equity Interests,
which will be effected on entry of an order confirming the Scheme of Arrangement in the Irish Examinership Proceedings and the Scheme
of Arrangement becoming effective in accordance with its terms (or becoming effective concurrently with effectiveness of the Plan), is
a condition precedent to the Effective Date under the Plan.
Alternatively, Trinseo PLC may commence an alternative
proceeding or implement an alternative structure that is reasonably acceptable to the Supporting Creditors.
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V.
SUMMARY OF THE PLAN
This section of this Disclosure Statement summarizes
the Plan, a copy of which is attached hereto as Exhibit A . This summary is qualified in its entirety by reference to the Plan.
| A. | Administrative, Postpetition Securitization Program, DIP Facility and Priority Claims |
| 1. | Treatment of General Administrative Claims |
Subject to the paragraph below regarding Professional
Fee Claims, to the extent such Claim has not already been paid in full during the Chapter 11 Cases, on the later of the Effective Date
or the date on which an Administrative Claim becomes an Allowed Administrative Claim, or, in each such case, as soon as practicable thereafter,
each Holder of an Allowed Administrative Claim (other than an Allowed Professional Fee Claim or fees and charges assessed against the
Estates under section 1930, chapter 123, of title 28, United States Code), in full and final satisfaction, settlement, discharge and release
of, and in exchange for, such Claim, will receive, at the option of the Debtors or the Reorganized Debtors, as applicable: (a) payment
in full in Cash in an amount equal to the due and unpaid portion of such Allowed Administrative Claim; (b) such other less favorable treatment
as to which the Debtors or the Reorganized Debtors, as applicable, and the Holder of such Allowed Administrative Claim shall have agreed
upon in writing; or (c) such other treatment as permitted by section 1129(a)(9) of the Bankruptcy Code; provided , that Administrative
Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business by such applicable Debtor
or Reorganized Debtor in accordance with such applicable terms and conditions relating thereto without further notice to or order of the
Bankruptcy Court.
| 2. | Treatment of Professional Fee Claims |
| (a) | Allocation |
Pursuant to the Intercompany Settlement, Allowed
Professional Fee Claims will be allocated 50% to the Super HoldCo Debtors and 50% to the OpCo Debtors.
| (b) | Final Fee Applications |
All final requests for Professional Fee Claims
will be Filed no later than forty-five (45) days after the Effective Date. After notice in accordance with the procedures established
by the Bankruptcy Code and prior Bankruptcy Court orders, the Allowed amounts of such Professional Fee Claims shall be determined by the
Bankruptcy Court and paid in full in Cash. Objections to any Professional Fee Claim must be Filed and served on the Reorganized Debtors
and the requesting party by no later than twenty-one (21) days after the Filing of the applicable final request for payment of the
Professional Fee Claim.
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| (c) | Professional Fee Escrow Account |
Prior to the Effective Date, the Debtors or the
Reorganized Debtors, as applicable, will fund the Professional Fee Escrow Account with Cash equal to the Professional Fee Escrow Amount.
The Professional Fee Escrow Account will be maintained by the Reorganized Debtors, in trust solely for the benefit of the Professionals.
The Reorganized Debtors will not commingle any funds contained in the Professional Fee Escrow Account. No Liens, Claims, or Interests
will encumber the Professional Fee Escrow Account or Cash held in the Professional Fee Escrow Account in any way. Such funds will not
be considered property of the Estates, the Debtors, or the Reorganized Debtors. The amount of Professional Fee Claims owing to the Professionals
will be irrevocably paid in full in Cash to such Professionals by the Reorganized Debtors from the Professional Fee Escrow Account within
five (5) Business Days after such Professional Fee Claims are Allowed by a Final Order; provided that the Debtors’ and the
Reorganized Debtors’ obligations to pay Allowed Professional Fee Claims will not be limited or deemed limited to funds held in the
Professional Fee Escrow Account. When all such Professional Fee Claims have been resolved (either because they are Allowed Professional
Fee Claims that have been paid or because they have been Disallowed, expunged, or withdrawn), any remaining amount in the Professional
Fee Escrow Account will promptly be paid to the Reorganized Debtors without any further action or order of the Bankruptcy Court and distributed
as set forth in the Plan. If the amount of funds in the Professional Fee Escrow Account is insufficient to fund payment in full of all
Allowed Professional Fee Claims and any other Allowed amounts owed to Professionals, the deficiency will be promptly funded to the Professional
Fee Escrow Account from the Debtors’ Estates or the Reorganized Debtors, as applicable, without any further action or order of the
Bankruptcy Court, subject to any order of the Bankruptcy Court capping the amount of any such fees.
| (d) | Professional Fee Escrow Amount |
To receive payment for unbilled fees and expenses
incurred through the Effective Date, the Professionals will estimate their accrued and unpaid Professional Fee Claims prior to and through
the Effective Date and will deliver such estimate to the Debtors, within five (5) calendar days of the Effective Date. If a Professional
does not provide such estimate, the Reorganized Debtors will estimate the accrued and unpaid fees and expenses of such Professional; provided
that such estimate will not be considered an admission or limitation with respect to the fees and expenses of such Professional. The total
amount so estimated as of the Effective Date will comprise the Professional Fee Escrow Amount; provided that the Reorganized Debtors
shall use Cash on hand to increase the amount of the Professional Fee Escrow Account to the extent fee applications are Filed after the
Effective Date in excess of the amount held in the Professional Fee Escrow Account based on such estimates.
| (e) | Post-Effective Date Fees and Expenses |
Except as otherwise specifically provided in the
Plan, from and after the Effective Date, each Debtor or Reorganized Debtor, as applicable, will in the ordinary course of business pay
(subject to the receipt of an invoice) in Cash the reasonable and documented legal, Professional, or other fees and expenses incurred
by such Debtor or Reorganized Debtor (as applicable) after the Confirmation Date without any further notice to or action, order, or approval
of the Bankruptcy Court. Upon the Effective Date, any requirement that Professionals comply with sections 327–331 and
1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date shall terminate, and each Debtor
or Reorganized Debtor, as applicable, may employ and pay any Professional in the ordinary course of business without any further notice
to or action, order, or approval of the Bankruptcy Court, including with respect to any transaction, reorganization, or success fees payable
by virtue of the Consummation of the Plan or the occurrence of the Effective Date.
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| 3. | Treatment of Statutory Fees |
All fees due and payable pursuant to section 1930
of chapter 123 of the Judicial Code prior to the Effective Date will be paid by the Debtors. On and after the Effective Date, the Reorganized
Debtors will pay any and all such fees when due and payable, and will File with the Bankruptcy Court quarterly reports in a form
reasonably acceptable to the United States Trustee. Each Debtor will remain obligated to pay quarterly fees to the United States Trustee
until the earliest of that particular Debtor’s Chapter 11 Case being closed, dismissed, or converted to a case under chapter
7 of the Bankruptcy Code.
4.
Treatment of Restructuring Fees and Expenses
The Restructuring Fees and Expenses incurred,
or estimated to be incurred, up to and including the Effective Date (or, with respect to necessary post-Effective Date activities, after
the Effective Date), will be paid in full in Cash on the Effective Date or as soon as reasonably practicable thereafter (to the extent
not previously paid during the course of the Chapter 11 Cases) in accordance with, and subject to, the terms of the Restructuring Support
Agreement, without any requirement to File a fee application with the Bankruptcy Court or without any requirement for Bankruptcy Court
review or approval. All Restructuring Fees and Expenses to be paid on the Effective Date will be estimated prior to and as of the Effective
Date and such estimates will be delivered to the Debtors at least five (5) calendar days before the anticipated Effective Date; provided
that such estimates will not be considered an admission or limitation with respect to such Restructuring Fees and Expenses. On the Effective
Date, or as soon as practicable thereafter, final invoices for all Restructuring Fees and Expenses incurred prior to and as of the Effective
Date shall be submitted to the Debtors.
Pursuant to the Intercompany Settlement, Claims
for Restructuring Fees and Expenses will be allocated as follows: (a) the Restructuring Fees and Expenses of the Ad Hoc Group of
Senior Secured Creditors Advisors will be allocated pro rata between the Super HoldCo Debtors, on the one hand, and the OpCo Debtors,
on the other hand, based on the aggregate amount of Allowed Super HoldCo 1L Claims and Allowed RCF Claims outstanding as of the Petition
Date, with the portion allocated on account of Allowed Super HoldCo 1L Claims to be paid by the Super HoldCo Debtors, and the portion
allocated on account of Allowed RCF Claims to be paid by the OpCo Debtors; and (b) the Restructuring Fees and Expenses of the Ad
Hoc Group of OpCo 2028 Term Lenders Advisors shall be paid by the OpCo Debtors.
5.
Treatment of Postpetition Securitization Program Claims
All Postpetition Securitization Program Claims
will be Allowed Claims. Except to the extent that a Holder of an Allowed Postpetition Securitization Program Claim agrees to less favorable
treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge of, and in exchange for such Allowed Postpetition
Securitization Program Claim, each Allowed Postpetition Securitization Program Claim will be (a) paid in full in Cash in accordance
with the terms and conditions of the Postpetition Securitization Program Facility Documents, or (b) consensually amended and
extended on the Effective Date into the Exit Securitization Program in accordance with Article 5.6 of the
Plan.
On the Effective Date, or as soon as reasonably
practicable thereafter, all reasonable and documented fees and out-of-pocket expenses incurred by the advisors to the parties to the Postpetition
Securitization Program will be paid in full in Cash to the extent required under the applicable Postpetition Securitization Program Documents.
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| 6. | Treatment of DIP Claims |
| (a) | OpCo DIP Claims |
All OpCo DIP Claims will be deemed Allowed in
an aggregate amount equal to the sum of: (i) the aggregate principal amount outstanding under the OpCo DIP Facility as of the Effective
Date; (ii) all interest accrued and unpaid thereon to the date of payment (including, with respect to the OpCo DIP Roll-Up Claims,
accrued postpetition interest at the contractual default rate); (iii) the OpCo DIP Put Option Premium; and (iv) all
accrued and unpaid fees, expenses, and non-contingent indemnification obligations payable under the OpCo DIP Documents.
Except to the extent that a Holder of an Allowed
OpCo DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release, and discharge
of, and in exchange for, such Allowed OpCo DIP Claim, each Holder of an Allowed OpCo DIP Claim will receive payment in full
in Cash; provided , however , that, with respect to the OpCo DIP Roll-Up Claims, no distribution shall be made on account
of accrued postpetition interest at the contractual default rate.
| (b) | Super HoldCo DIP Claims |
All Super HoldCo DIP Claims will be deemed Allowed
in an aggregate amount equal to the sum of: (i) the aggregate principal amount outstanding under the Super HoldCo DIP Facility as
of the Effective Date; (ii) all interest accrued and unpaid thereon to the date of payment; (iii) the Super HoldCo DIP
Put Option Premium; and (iv) all accrued and unpaid fees, expenses, and non-contingent indemnification obligations payable under
the Super HoldCo DIP Documents.
Except to the extent that a Holder of an Allowed
Super HoldCo DIP Claim agrees to less favorable treatment, on the Effective Date, in full and final satisfaction, settlement, release,
and discharge of, and in exchange for, such Allowed Super HoldCo DIP Claim, each Holder of an Allowed Super HoldCo DIP Claim will receive:
(i) on account of such Holder’s Allowed Super HoldCo DIP New Money Claim, payment in full in Cash; and (ii) on
account of such Holder’s Allowed Super HoldCo DIP Roll-Up Claim, its Pro Rata Share of the Super HoldCo DIP Roll-Up
Distribution.
| 7. | Treatment of Priority Tax Claims |
Subject to Article 8 of the Plan,
except to the extent that a Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, in full and final satisfaction,
settlement, release, and discharge of, and in exchange for, each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax
Claim will be treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code and, for the avoidance
of doubt, Holders of Allowed Priority Tax Claims will receive, if legally required, interest on such Allowed Priority Tax Claims after
the Effective Date in accordance with sections 511 and 1129(a)(9)(C) of the Bankruptcy Code. To the extent any Allowed Priority
Tax Claim is not due and owing on the Effective Date, such Allowed Priority Tax Claim shall be paid in accordance with the terms of any
agreement between the Reorganized Debtors and the Holder of such Claim, or as may be due and payable under applicable non-bankruptcy Law,
or in the ordinary course of business. On the Effective Date, any Liens securing any Allowed Priority Tax Claims shall be deemed released,
terminated, and extinguished, in each case, without further notice to or order of the Bankruptcy Court, act, or action under applicable
Law, regulation, order or rule, or the vote, consent, authorization, or approval of any Person.
39
| B. | Classification and Treatment of Classified Claims and Equity Interests |
A Claim or Interest is placed in a particular
Class for all purposes, including voting, confirmation, and distribution under the Plan and under sections 1122 and 1123(a)(1) of
the Bankruptcy Code; provided that a Claim or Interest is placed in a particular Class for the purpose of receiving distributions
pursuant to the Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Allowed
Claim or Allowed Interest has not been satisfied, released, or otherwise settled prior to the Effective Date. All of the potential Classes
for the Debtors are set forth in the Plan. Certain Debtors may not have any Holders of Claims or Interests in a particular Class or Classes,
and such Claims or Interests shall be treated as set forth in Article 3.4 of the Plan.
The Plan groups the Debtors together solely for
the purpose of describing treatment under the Plan and making distributions in respect of Claims and Interests under the Plan. Such groupings
will not affect any Debtor’s status as a separate legal Entity, change the organizational structure of the Debtors’ business
enterprise, constitute a change of control of any Debtor for any purpose, cause a merger or consolidation of any legal Entities, or cause
the transfer of any assets; and, except as otherwise provided by or permitted under the Plan, all Debtors will continue to exist as separate
legal Entities after the Effective Date.
The Plan constitutes a separate plan of reorganization
for each Debtor. Except for the Claims addressed in Article 2 of the Plan, all Claims and Interests are classified in the
Classes set forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, the Debtors have not classified Administrative
Claims, and Priority Tax Claims, as described in Article 2 of the Plan.
The categories of Claims and Interests listed
below classify Claims and Interests for all purposes, including for voting, confirmation and distribution pursuant to the Plan and pursuant
to sections 1122 and 1123(a)(1) of the Bankruptcy Code. The Plan deems a Claim or Interest to be classified in a particular Class only
to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemed classified in a different
Class to the extent that any remaining portion of such Claim or Interest qualifies within the description of such different Class. A Claim
or Interest is in a particular Class only to the extent that any such Claim or Interest is Allowed in that Class and has not been paid,
released, Disallowed or otherwise settled prior to the Effective Date.
Class |
Claim/Interest |
Status |
Voting Rights |
1. |
Other Priority Claims |
Unimpaired |
Presumed to Accept |
2. |
Other Secured Claims |
Unimpaired |
Presumed to Accept |
3. |
Secured Tax Claims |
Unimpaired |
Presumed to Accept |
4. |
RCF Claims |
Impaired |
Entitled to Vote |
5. |
Super HoldCo 1L Claims |
Impaired |
Entitled to Vote |
6. |
OpCo Term Loan Claims |
Impaired |
Entitled to Vote |
7. |
Unsecured Funded Debt Claims |
Impaired |
Deemed to Reject |
8. |
General Unsecured Claims |
Unimpaired |
Presumed to Accept |
9. |
510(b) Claims |
Impaired |
Deemed to Reject |
10. |
Intercompany Claims |
Unimpaired / Impaired |
Presumed to Accept / Deemed to Reject |
11. |
Intercompany Interests |
Unimpaired / Impaired |
Presumed to Accept / Deemed to Reject |
12. |
Existing Equity Interests |
Impaired |
Deemed to Reject |
40
1.
Classification and Treatment of Claims and Interests
| (a) | Class 1–Other Priority Claims |
Class 1 is an Unimpaired Class. Subject to Article
8 of the Plan, except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment of its
Allowed Other Priority Claim, on the Effective Date, each Holder of an Allowed Other Priority Claim will receive, in full and final satisfaction,
settlement, release, and discharge and in exchange for such Allowed Other Priority Claim, treatment in a manner consistent with section 1129(a)(9)
of the Bankruptcy Code; provided that Other Priority Claims incurred by any Debtor in the ordinary course of business may be satisfied
in the ordinary course of business by such applicable Debtor or Reorganized Debtor in accordance with the terms and conditions of any
agreements relating thereto without further notice to or order of the Bankruptcy Court.
| (a) | Class 2–Other Secured Claims |
Class 2 is an Unimpaired Class. Subject to Article
8 of the Plan, except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment of its
Allowed Other Secured Claim, on the Effective Date, in full and final satisfaction, settlement, release, and discharge and in exchange
for each Allowed Other Secured Claim, such Holder will, at the option of the Debtors (with the consent of the Requisite Supporting Senior
Creditors), either (a) receive delivery of the Collateral securing its Allowed Other Secured Claim, (b) have such Allowed Other
Secured Claim reinstated, or (c) receive such other treatment rendering its Allowed Other Secured Claim Unimpaired; provided that
Other Secured Claims incurred by any Debtor in the ordinary course of business may be paid in the ordinary course of business by such
applicable Debtor or Reorganized Debtor in accordance with the terms and conditions of any agreements relating thereto without further
notice to or order of the Bankruptcy Court.
| (b) | Class 3–Secured Tax Claims |
Class 3 is an Unimpaired Class. Subject to Article
8 of the Plan, on the Effective Date, each Holder of an Allowed Secured Tax Claim will receive treatment in a manner consistent
with section 1129(a)(9)(C) of the Bankruptcy Code; provided that Allowed Secured Tax Claims incurred by any Debtor in the
ordinary course of business may be satisfied in the ordinary course of business by such applicable Debtor or Reorganized Debtor in accordance
with such applicable terms and conditions relating thereto without further notice to or order of the Bankruptcy Court.
| (c) | Class 4–RCF Claims |
Class 4 is Impaired. Except to the extent that
a Holder of an Allowed RCF Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder of an Allowed
RCF Claim (other than on account of any portion of such Claim rolled up as OpCo DIP Roll-Up Loans under the OpCo DIP Facility)
will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed RCF Claim,
its Pro Rata Share of the RCF Distribution; provided , that no distribution will be made on account of any accrued default rate
interest. Class 4 RCF Claims shall be deemed Allowed in the aggregate principal amount of $347,963,333.29, plus accrued
and unpaid fees, costs, and interest
| (d) | Class 5–Super HoldCo 1L Claims |
Class 5 is Impaired. Except to the extent that
a Holder of an Allowed Super HoldCo 1L Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder
of an Allowed Super HoldCo 1L Claim (other than on account of any portion of such Claim rolled up as Super HoldCo DIP Roll-Up Loans
under the Super HoldCo DIP Facility) will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange
for, its Allowed Super HoldCo 1L Claim, its Pro Rata Share of the Super HoldCo 1L Distribution. Class 5 Super HoldCo 1L Claims shall
be deemed Allowed in the aggregate principal amount of $1,266,201,797.15, plus accrued and unpaid fees, costs, and interest as
of the Petition Date, minus the aggregate amount of the Super HoldCo 1L Deficiency Claims.
41
| (e) | Class 6–OpCo Term Loan Claims |
Class 6 is Impaired. Except to the extent that
a Holder of an Allowed OpCo Term Loan Claim agrees in writing to less favorable treatment, on the Effective Date, each Holder of an Allowed
OpCo Term Loan Claim will receive, in full and final satisfaction, settlement, discharge and release of, and in exchange for, its Allowed
OpCo Term Loan Claim, its Pro Rata Share of: (a) the OpCo Exit Distribution; provided that, pursuant to the Intercompany Settlement,
the OpCo Intercompany Term Lender’s Pro Rata Share of the OpCo Exit Distribution will instead be distributed
pro rata to the Supporting OpCo 2028 Term Lenders (based on the proportion that the amount of Allowed OpCo Term
Loan Claims held by a Supporting OpCo 2028 Term Lender bears to the aggregate amount of Allowed OpCo Term Loan Claims held by all
Supporting OpCo 2028 Term Lenders) on account of their Allowed OpCo 2028 Term Loan Claims as a gift through a carve-out of the
Collateral securing the Allowed OpCo Intercompany Term Loan Claims; and (b) the OpCo Subscription Rights (resulting in Holders of
Allowed OpCo 2028 Term Loan Claims receiving their Pro Rata Share of the OpCo 2028 Subscription Rights, and Holders of
Allowed OpCo Intercompany Term Loan Claims receiving their Pro Rata Share of OpCo Intercompany Subscription Rights); provided that
Supporting OpCo 2028 Term Lenders will have the right to assign their OpCo 2028 Subscription Rights in exchange
for a Cash payment (solely to the extent such payment is funded in advance in full by one or more Supporting OpCo 2028 Term Lenders) equal
to its Pro Rata Share (based upon all Allowed OpCo 2028 Term Loan Claims) of 2.0% of the Reorganized Common Interests that are issued
and outstanding on the Effective Date (prior to any issuances on account of the MIP, but subject to dilution by the MIP), to the
extent such assignment is permitted by applicable Law (including, for the avoidance of doubt, all applicable requirements under the Securities
Act and state securities Laws) and such assignment does not result in material adverse tax consequences to the Debtors or the Reorganized
Debtors, as further set forth in the Equity Rights Offering Backstop Purchase Agreements; provided , however , that any such
assignment will be made only to an Eligible Holder or another Person that qualifies as a “qualified institutional buyer”
as defined in Rule 144A under the Securities Act or a non-U.S. person in an “offshore transaction” as defined in
Regulation S under the Securities Act. Class 6 OpCo Term Loan Claims shall be deemed Allowed in the aggregate principal amount
of $2,223,858,986.46, comprised of: (a) $716,250,000.00 in aggregate principal amount of the OpCo 2028 Term Loan Claims, plus
accrued and unpaid fees, costs, and interest as of the Petition Date and (b) $1,507,608,986.46 in aggregate principal amount of the OpCo
Intercompany Term Loan Claims, plus accrued and unpaid fees, costs, and interest as of the Petition Date, but subject to the terms
of the Intercompany Settlement described below.
| (f) | Class 7–Unsecured Funded Debt Claims |
Class 7 is an Impaired Class. On the Effective
Date, all Unsecured Funded Debt Claims will be canceled, released, discharged, and extinguished and will be of no further force or effect,
and Holders of Unsecured Funded Debt Claims will receive no recovery on account of such Unsecured Funded Debt Claims.
| (g) | Class 8–General Unsecured Claims |
Class 8 is an Unimpaired Class. Except to the
extent that a Holder of an Allowed General Unsecured Claim and the Debtors agree to less favorable treatment on account of such Claim,
each Holder of an Allowed General Unsecured Claim will receive, in full and final satisfaction, settlement, release and discharge of,
and in exchange for, such Allowed General Unsecured Claim, on or as soon as practicable after the Effective Date, or when such obligation
becomes due in the ordinary course of business in accordance with applicable Law or the terms of any agreement that governs such Allowed
General Unsecured Claim, whichever is later, such treatment rendering such Holder Unimpaired in accordance with section 1124 of the
Bankruptcy Code; provided that no Holder of an Allowed General Unsecured Claim will receive any distribution for any Allowed General
Unsecured Claim that has previously been satisfied prior to or during the Chapter 11 Cases.
42
| (h) | Class 9–510(b) Claims |
Class 9 is an Impaired Class. On the Effective
Date, all 510(b) Claims will be canceled, released, discharged, and extinguished and will be of no further force or effect, and Holders
of 510(b) Claims will not receive any distribution on account of such 510(b) Claims.
| (i) | Class 10–Intercompany Claims |
Class 10 is either (i) Unimpaired or (ii) Impaired.
On the Effective Date, all Intercompany Claims will, at the option of the Debtors or the Reorganized Debtors, as applicable, be reinstated,
or set off, settled, distributed, contributed, merged, canceled, or released, or treated as provided in the Restructuring Steps Exhibit.
| (j) | Class 11–Intercompany Interests |
Class 11 is either (i) Unimpaired or (ii) Impaired.
On the Effective Date, all Intercompany Interests will, at the option of the Debtors or the Reorganized Debtors, as applicable, be reinstated,
or set off, settled, distributed, contributed, merged, canceled, or released, or treated as provided in the Restructuring Steps Exhibit.
| (k) | Class 12–Existing Equity Interests |
Class 12 is an Impaired Class. On the Effective
Date, all Existing Equity Interests will be canceled, released, discharged, and extinguished and will be of no further force or effect,
and Holders of Existing Equity Interests will receive no recovery on account of such Existing Equity Interests.
| 2. | Special Provision Governing Unimpaired Claims |
Except as otherwise provided in the Plan, nothing
under the Plan will affect or limit the Debtors’ or the Reorganized Debtors’ rights and defenses (whether legal or equitable)
in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to or setoffs or recoupments against
any such Unimpaired Claims.
| 3. | Elimination of Vacant Classes |
Any Class of Claims that is not occupied as of
the commencement of the Combined Hearing by an Allowed Claim or a Claim temporarily Allowed under Bankruptcy Rule 3018, or as to which
no vote is cast, will be deemed eliminated from the Plan for purposes of voting to accept or reject the Plan and for purposes of determining
acceptance or rejection of the Plan by such Class pursuant to section 1129(a)(8) of the Bankruptcy Code.
| 4. | No Waiver |
Nothing contained in the Plan will be construed
to waive a Debtor’s or other Person’s right to object on any basis to any Disputed Claim.
43
| C. | Acceptance or Rejection of the Plan |
| 1. | Presumed Acceptance of Plan |
Classes 1, 2, 3, and 8 are Unimpaired under the
Plan. Therefore, the Holders of Claims in such Classes are conclusively presumed to have accepted the Plan pursuant to section 1126(f)
of the Bankruptcy Code and are not entitled to vote to accept or reject the Plan. Holders of Claims in Classes 1, 2, 3, and 8 will receive
an Opt-Out Release Form to allow such Holders to affirmatively opt out of the Third-Party Release.
Classes 10 and 11 may be Impaired or Unimpaired
under the Plan, as set forth in Article 3.2 of the Plan. To the extent Unimpaired, the Holders of Claims and Interests in
Classes 10 and 11 are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. To the extent
Impaired and not receiving any recovery under the Plan, the Holders of Claims and Interests in Classes 10 and 11 are conclusively deemed
to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. In either case, because the Holders of such Claims and Interests
are Debtors, such Holders are not entitled to vote to accept or reject the Plan, or to opt out of the Third-Party Release.
| 2. | Deemed Rejection of Plan |
Classes 7, 9, and 12 are Impaired under the Plan,
and Holders of Unsecured Funded Debt Claims, 510(b) Claims, or Existing Equity Interests in such Classes shall receive no recovery under
the Plan on account of such Unsecured Funded Debt Claims, 510(b) Claims, or Existing Equity Interests. Accordingly, the Holders of Claims
or Interests in such Classes are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code and are not entitled
to vote to accept or reject the Plan. Such Holders will receive an Opt-In Release Form to allow such Holders to affirmatively opt into
the Third-Party Release.
| 3. | Voting Classes |
Classes 4, 5, and 6 are Impaired under the Plan.
The Holders of Claims in such Classes as of the Voting Record Date are entitled to vote to accept or reject the Plan.
| 4. | Presumed Acceptance by Non-Voting Classes |
If a Class contains Claims eligible to vote and
no Holder of Claims eligible to vote in such Class votes to accept or reject the Plan, the Plan will be presumed accepted by the Holders
of such Claims in such Class.
| 5. | Acceptance by Impaired Class |
Pursuant to section 1126(c) of the Bankruptcy
Code and except as otherwise provided in section 1126(e) of the Bankruptcy Code, an Impaired Class of Claims has accepted the Plan
if the Holders of at least two-thirds (2/3) in dollar amount and more than one-half (1/2) in number of the Allowed Claims in such Class
actually voting have voted to accept the Plan.
44
| 6. | Controversy Concerning Impairment |
If a controversy arises as to whether any Claims
or Interests, or any Class of Claims or Interests, is Impaired or properly classified under the Plan, the Bankruptcy Court shall, after
notice and a hearing, determine such controversy at or before the Combined Hearing.
7.
Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code; Cram Down
Section 1129(a)(10) of the Bankruptcy Code
shall be satisfied for purposes of Confirmation by acceptance of the Plan by any of Classes 4, 5, or 6. The Debtors request confirmation
of the Plan under section 1129(b) of the Bankruptcy Code with respect to any Impaired Class that does not accept the Plan pursuant to
section 1126 of the Bankruptcy Code. The Debtors reserve the right, subject to the terms of the Restructuring Support Agreement, to modify
the Plan or the Plan Supplement in order to satisfy the requirements of section 1129(b) of the Bankruptcy Code, if necessary.
| 8. | Intercompany Interests |
To the extent reinstated under the Plan, the Intercompany
Interests shall be, subject to the Restructuring Steps Exhibit reinstated for the ultimate benefit of the Holders of the Reorganized
Common Interests and in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions
to the Holders of Allowed Claims. Distributions on account of the Intercompany Interests are not being received by Holders of such Intercompany
Interests on account of their Intercompany Interests but for the purposes of administrative convenience and to maintain the corporate
structure. For the avoidance of doubt, to the extent reinstated pursuant to the Plan, on and after the Effective Date, all Intercompany
Interests, subject to the Restructuring Steps Exhibit (and except as otherwise set forth therein), will be owned by the same Reorganized
Debtor that corresponds with the Debtor that owned such Intercompany Interests prior to the Effective Date.
| 9. | Votes Solicited in Good Faith |
The Debtors, the Supporting Creditors, and
each of their respective Related Parties have, and upon Confirmation shall be deemed to have, solicited votes on the Plan from the
Voting Classes in good faith and in compliance with the applicable provisions of the Bankruptcy Code, including sections 1125 and
1126 of the Bankruptcy Code, and any applicable non-bankruptcy Law, rule, or regulation governing the adequacy of disclosure in connection
with the solicitation. Accordingly, the Debtors, the Reorganized Debtors, the Supporting Creditors, and each of their respective
Related Parties shall be entitled to, and upon Confirmation are granted, the protections of section 1125(e) of the Bankruptcy Code.
45
| D. | Means for Implementation of the Plan |
1.
Restructuring Transactions; Intercompany Settlement
Without limiting any rights and remedies of the
Debtors or Reorganized Debtors under the Plan or applicable Law, the entry of the Combined Order shall constitute authorization for the
Debtors and Reorganized Debtors, as applicable, to take, or to cause to be taken, all actions necessary or appropriate to consummate and
implement the provisions of the Plan prior to, on and after the Effective Date, subject to the consent rights and agreements and obligations
contained in the Restructuring Support Agreement. Such restructuring may include one or more issuances, transfers, mergers, amalgamations,
consolidations, restructurings, dispositions, liquidations, conversions, elections, contributions, distributions, dissolutions, cancellations,
formations, or creations of one or more new Entities, as may be determined by the Debtors or Reorganized Debtors, to be necessary or appropriate,
but in all cases subject to the terms and conditions of the Plan and the Restructuring Support Agreement and the Plan Supplement Documents
and any consents or approvals required under the Plan or thereunder (including receipt of the Regulatory Approvals) (collectively, the
“ Restructuring Transactions ”).
All such Restructuring Transactions taken, or
caused to be taken, shall be deemed to have been authorized and approved by the Bankruptcy Court upon the entry of the Combined Order.
The actions to effectuate the Restructuring Transactions may include: (a) the execution and delivery of appropriate agreements or other
documents of issuance, transfer, merger, amalgamation, consolidation, restructuring, disposition, liquidation, conversion, elections,
cancellation, formation, creation, or dissolution containing terms that are consistent with the terms of the Plan and that satisfy the
applicable requirements of applicable state Law and such other terms to which the applicable Entities may agree; (b) the execution and
delivery of appropriate instruments of issuance, transfer, assignment, assumption, distribution, contribution, direction, or delegation
of any asset, property, right, liability, duty, or obligation on terms consistent with the terms of the Plan and having such other terms
to which the applicable Entities may agree; (c) the filing of appropriate certificates or articles of issuance, transfer, merger,
amalgamation, consolidation, restructuring, disposition, liquidation, cancellation, formation, creation, conversion, or dissolution, or
the filing of elections, pursuant to applicable state Law; (d) the creation of one or more new Entities; (e) pursuant to the Equity Rights
Offering Documents, the implementation and consummation of the Equity Rights Offering; (f) the issuance and distribution of Plan Securities;
(g) entry into the Exit RCF Facility and the Exit Term Loan Facility; (h) the Irish Examinership Proceedings; (i) the executing,
filing, and implementation of the Lien/Guaranty Release Documents; and (j) all other actions that the applicable Entities determine
to be necessary or appropriate, including making filings or recordings that may be required by applicable state Law in connection with
such transactions, but in all cases subject to the terms and conditions of the Plan and the Plan Supplement Documents and any consents
or approvals required under the Plan or thereunder.
The Restructuring Transactions and the Chapter
11 Cases shall be financed by (a) the consensual use of the Debtors’ Cash collateral, consistent with the applicable pr
### EX-99.3 - EXHIBIT 99.3
EX-99.3
4
tm2615591d1_ex99-3.htm
EXHIBIT 99.3
Exhibit 99.3
Exhibit 1
Combined Notice
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
In re:
Trinseo PLC, et al. ,
Debtors. 1
|
x
:
:
:
:
:
:
:
x
|
Chapter 11
Case No. 26-_______ (____)
(Jointly Administered)
|
NOTICE OF (I) COMMENCEMENT OF CHAPTER 11
CASES,
(II) COMBINED HEARING ON DISCLOSURE STATEMENT, JOINT
CHAPTER 11 PLAN OF REORGANIZATION FOR TRINSEO PLC AND
ITS DEBTOR AFFILIATES, AND RELATED MATTERS, (III) OBJECTION
DEADLINES, AND (IV) SUMMARY OF KEY TERMS RELATING TO THE
ASSUMPTION
OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
NOTICE
IS HEREBY GIVEN as follows :
Trinseo PLC and its affiliated
debtors, as debtors and debtors in possession (collectively, the “ Debtors ”), each commenced a case under
chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”) in the United States Bankruptcy
Court for the Southern District of Texas (the “ Court ”) on May 26, 2026 (the “ Petition
Date ”).
Before the Petition Date,
the Debtors commenced solicitation of the Joint Prepackaged Plan of Reorganization of Trinseo PLC and Its Debtor Affiliates Under Chapter
11 of the Bankruptcy Code (as may be amended, modified, or supplemented from time to time, the “ Plan ”) 2
attached as Exhibit A to the proposed Disclosure Statement for Joint Prepackaged Plan of Reorganization of Trinseo PLC
and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code (as may be amended, modified, or supplemented from time to time,
the “ Disclosure Statement ”) pursuant to sections 1125 and 1126(b) of the Bankruptcy Code.
Copies of the Plan and the Disclosure Statement may be obtained free of charge by visiting the solicitation website maintained by the
Debtors’ solicitation agent, Kroll Restructuring Administration LLC (the “ Solicitation Agent ”), at
https://restructuring.ra.kroll.com/trinseo/ . Copies of the Plan and Disclosure Statement may also be obtained by calling the Solicitation
Agent at 888-401-9681 (Toll-Free) or, for non-U.S./Canadian residents, at +1 332-232-3252 (International) or by sending an electronic
mail message to trinseoinfo@ra.kroll.com (with “Trinseo Solicitation Inquiry” in the subject line).
1 | A complete list of each of the Debtors in these chapter 11
cases (the “ Chapter 11 Cases ”) and the last four digits of each Debtor’s taxpayer identification number
(if applicable) may be obtained on the website of the Debtors’ claims and noticing agent at https://restructuring.ra.kroll.com/trinseo/.
The Debtors’ mailing address is 440 East Swedesford Road, Suite 301, Wayne, PA 19087. |
| |
2 | Capitalized terms used but not defined herein have the meanings
given to them in the Plan. |
The Debtors are proposing
a restructuring that will substantially deleverage their capital structure. Specifically, upon consummation, the Plan will reduce the
Debtors’ total funded debt by approximately $2.72 billion. Importantly, the Plan does not seek to impair the Debtors’ non-funded
debt creditors, including general unsecured claims, such as vendors, suppliers, or distributors. Such claims are contemplated to be paid
or otherwise satisfied in full in the ordinary course of business. With the support of their key stakeholders and consummation of the
Plan, the Debtors expect to emerge from the Chapter 11 Cases expeditiously with a healthier balance sheet and the ability to continue
to serve all domestic and international customers and other parties in interest.
Information Regarding Plan
The Debtors commenced solicitation
of votes to accept the Plan from: Holders of Class 4 RCF Claims, Holders of Class 5 Super HoldCo 1L Claims, and Holders of Class 6
OpCo Term Loan Claims, each of record as of May 21, 2026. Only Holders of Claims in Classes 4, 5, and 6 are entitled to vote to accept
or reject the Plan. All other Classes of Claims and Interests are either presumed to accept or deemed to reject the Plan and, therefore,
Holders of such other Claims and Interests are not entitled to vote to accept or reject the Plan. Pursuant to the Solicitation Procedures
Order, 3 the deadline for the submission
of votes to accept or reject the Plan is June 29, 2026, at 4:00 p.m. (prevailing Central Time).
PLEASE BE ADVISED THAT
THE PLAN CONTAINS RELEASE, EXCULPATION AND INJUNCTION PROVISIONS. THESE PROVISIONS ARE SET FORTH IN APPENDIX A ATTACHED HERETO.
If you are a Holder of
a Claim or Interest, you may be deemed to grant the Third-Party Release under the Plan. Specifically, pursuant to Article 10 of the
Plan, each Holder of a Claim or Interest who (a) votes to accept the Plan, is presumed to accept the Plan, abstains from voting on
the Plan, or votes to reject the Plan and (b) does not affirmatively “opt out” of the Third-Party Release is deemed to
grant the Third-Party Release, to the maximum extent permitted by law. Holders of Claims or Interests in Classes that are deemed to reject
the Plan must affirmatively “opt in” to the Third-Party Release in order to grant such Third-Party Release. The Third-Party
Release is discussed further in Section I of the Disclosure Statement.
3 | The Solicitation Procedures Order is the Order (I) Scheduling
Combined Hearing on (A) Adequacy of Disclosure Statement and (B) Confirmation of Plan; (II) Approving Solicitation Procedures and Notices
of Non-Voting Status and Release Forms; (III) Fixing Deadline and Procedures for Objections to Disclosure Statement and Plan; (IV) Approving
Form and Manner of Notices of Commencement, Combined Hearing, and Objection Deadline; (V) Approving Notice of Assumption of Executory
Contracts and Unexpired Leases; (VI) Conditionally (A) Directing the United States Trustee Not to Convene Section 341 Meeting of Creditors
and (B) Waiving Requirement to File Statements of Financial Affairs and Schedules of Assets and Liabilities; (VII) Conditionally Approving
the Disclosure Statement; and (VIII) Granting Related Relief . |
2
Please be advised that
your decision to opt out or to not opt in, as applicable, does not affect the amount of distribution you will receive under the Plan.
Specifically, your recovery under the Plan will be the same if you opt out or do not elect to opt in.
The Court has scheduled a
combined hearing to consider, among other things, (a) final approval of the Disclosure Statement and (b) confirmation of the
Plan, which hearing will be held before the Court in Courtroom [ · ], 4th floor, 515 Rusk Street, Houston, Texas 77002,
on [July 9], 2026 at [ · ] [a.m./p.m.] (prevailing Central Time)
(the “ Combined Hearing ”). The time and location of the Combined Hearing may also be obtained by contacting
the undersigned proposed counsel to the Debtors. The Combined Hearing may be adjourned from time to time without further notice other
than by filing a notice on the Court’s docket indicating such adjournment and/or announcement of the adjournment date or dates
at the Combined Hearing. The adjourned dates will be available on the electronic case filing docket and the Solicitation Agent’s
website at https://restructuring.ra.kroll.com/trinseo/ .
The Court has set the deadline
for filing objections to the final approval of the Disclosure Statement and confirmation of the Plan as June 29, 2026 at 4:00
p.m. (prevailing Central Time) (the “ Objection Deadline ”). Any objections to the Disclosure
Statement and/or the Plan must be: (a) in writing, (b) conform to the applicable Federal Rules of Bankruptcy Procedure
(the “ Bankruptcy Rules ”) and the Bankruptcy Local Rules for the United States Bankruptcy Court for
the Southern District of Texas (the “ Bankruptcy Local Rules ”), (c) set forth the name of the
objecting party, the basis for the objection, and the specific grounds thereof, (d) include proposed language that if included in
the Plan would remedy the matters set forth in the objection, and (e) be filed with the Court, together with proof of service.
In addition to being filed
with the Clerk of the Court, any such objections should be served upon the following parties in accordance with the Bankruptcy Local Rules:
| a. | Trinseo PLC, c/o Trinseo LLC, Legal Department, 440 East Swedesford Road, Suite 301, Wayne, PA 19087,
Attn: Angelo N. Chaclas (chaclas@trinseo.com); |
| b. | the Office of the United States Trustee for the Southern District of Texas, 515 Rusk Street, Suite 3516,
Houston, TX 77002, Attn: Ha Nguyen (ha.nguyen@usdoj.gov) and Andrew Jimenez (andrew.jimenez@usdoj.gov); |
| c. | proposed co-counsel to the Debtors, (A) Latham & Watkins LLP, 1271 Avenue of the Americas,
New York, NY 10020, Attn: Ryan Preston Dahl (ryan.dahl @lw.com); Benjamin M. Rhode (benjamine.rhode@lw.com); George Klidonas (george.klidonas@lw.com);
and Jonathan Weichselbaum (jon.weichselbaum@lw.com), (B) Hunton Andrews Kurth LLP, 600 Travis Street, Suite 4200, Houston, TX
77002, Attn: Timothy A. (“Tad”) Davidson II (taddavidson@hunton.com) and Philip M. Guffy (pguffy@hunton.com); |
| d. | counsel to the Ad Hoc Group of Senior Secured Creditors, Paul Hastings LLP, 200 Park Avenue, New York,
NY 10166, Attn: Kris Hansen (krishansen@paulhastings.com); Chris Guhin (chrisguhin@paulhastings.com); Jason Pierce (jasonpierce@paulhastings.com);
and Jack Iaffaldano (jackiaffaldano@paulhastings.com); |
3
| e. | counsel to the RCF Agent, White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020,
Attn: Scott Greissman (sgreissman@whitecase.com); Joseph Brazil (jbrazil@whitecase.com); Rob Bennett (rbennett@whitecase.com); and Andrew
Zatz (azatz@whitecase.com); and |
| f. | counsel to the 2028 OpCo Ad Hoc Group, Gibson Dunn & Crutcher LLP, 200 Park Avenue, New York,
NY 10166, Attn: Stephen Silverman (ssilverman@gibsondunn.com); Keith Martorana (kmartorana@gibsondunn.com); and Jonathan M. Dunworth (jdunworth@gibsondunn.com). |
UNLESS AN OBJECTION IS
TIMELY FILED AND SERVED IN ACCORDANCE WITH THE PROCEDURES IN THIS NOTICE, SUCH OBJECTION MAY NOT BE CONSIDERED BY THE COURT AT THE
COMBINED HEARING.
Summary of the Plan
The following chart summarizes
the treatment provided by the Plan to each Class of Claims and Interests:
Class |
Designation |
Treatment |
Entitled to Vote |
1 |
Other Priority Claims |
Unimpaired |
Presumed to Accept |
2 |
Other Secured Claims |
Unimpaired |
Presumed to Accept |
3 |
Secured Tax Claims |
Unimpaired |
Presumed to Accept |
4 |
RCF Claims |
Impaired |
Entitled to Vote |
5 |
Super HoldCo 1L Claims |
Impaired |
Entitled to Vote |
6 |
OpCo Term Loan Claims |
Impaired |
Entitled to Vote |
7 |
Unsecured Funded Debt Claims |
Impaired |
Deemed to Reject |
8 |
General Unsecured Claims |
Unimpaired |
Presumed to Accept |
9 |
510(b) Claims |
Impaired |
Deemed to Reject |
10 |
Intercompany Claims |
Unimpaired /
Impaired |
Presumed to Accept /
Deemed to Reject |
11 |
Intercompany Interests |
Unimpaired /
Impaired |
Presumed to Accept /
Deemed to Reject |
12 |
Existing Equity Interests |
Impaired |
Deemed to Reject |
4
Non-Voting Status of Holders of Certain Claims
and Interests
As set forth above, certain
Holders of Claims and Interests are not entitled to vote on the Plan. As a result, such parties did not receive any Ballots
or other related solicitation materials to vote on the Plan. Claims in Classes 1, 2, 3, and 8 are Unimpaired under the Plan and, pursuant
to section 1126(f) of the Bankruptcy Code, are conclusively presumed to accept the Plan. Claims or Interests in Classes 10 and 11
are either Unimpaired or Impaired under the Plan and are conclusively presumed to accept or deemed to reject the Plan, as applicable.
Claims or Interests in Class 7, Class 9, and Class 12 (collectively with Classes 1, 2, 3, 8, 10, and 11, the “ Non-Voting
Classes ”) are Impaired and their Holders are conclusively deemed to reject the Plan pursuant to section 1126(g) of
the Bankruptcy Code. In light of their presumed acceptance or rejection of the Plan, none of the Holders of Claims and Interests in the
Non-Voting Classes are being solicited to vote on the Plan. Instead, the Holders of Claims and Interests in the Non-Voting Classes (other
than Holders of Intercompany Claims in Class 10 and Intercompany Interests in Class 11) will receive a Notice of Non-Voting
Status and (a) an Opt-Out Release Form for Holders of Claims and Interests in Class 1, Class 2, Class 3, and
Class 8, or (b) an Opt-In Release Form for Holders of Claims and Interests in Class 7, Class 9, and Class 12.
Because the Intercompany Claims and Intercompany Interests are all held by the Debtors or affiliates of the Debtors, the Debtors did not
provide the Holders in Class 10 (Intercompany Claims) or Class 11 (Intercompany Interests) with a Notice of Non-Voting Status
(or a Solicitation Package). Further, Holders of Claims or Interests in the Non-Voting Classes can access the Disclosure Statement and
the Plan at no cost on the website maintained by the Solicitation Agent: https://restructuring.ra.kroll.com/trinseo/.
Section 341 Meeting of Creditors
A meeting of creditors pursuant
to section 341(a) of the Bankruptcy Code (the “ Section 341 Meeting ”) has been deferred pursuant to
the Solicitation Procedures Order. The Section 341 Meeting will not be convened if the Plan is confirmed by July 31, 2026. If
the Section 341 Meeting will be convened, the Debtors will serve on the parties receiving this notice and any other parties entitled
to notice pursuant to the Bankruptcy Rules and Local Bankruptcy Rules, and post on the case website at https://restructuring.ra.kroll.com/trinseo/,
not less than twenty-one (21) days before the date scheduled for such meeting, a notice of, among other things, the date, time, and place
of the Section 341 Meeting.
Key Terms Relating to Assumption of Executory
Contracts and Unexpired Leases
ARTICLE 6 OF
THE PLAN CONTAINS THE FOLLOWING PROVISIONS REGARDING EXECUTORY CONTRACTS AND UNEXPIRED LEASES. PARTIES TO EXECUTORY CONTRACTS AND/OR UNEXPIRED
LEASES ARE ADVISED AND ENCOURAGED TO CAREFULLY REVIEW AND CONSIDER THE PLAN, INCLUDING SECTION VI, AS YOUR RIGHTS MIGHT BE AFFECTED.
5
The text of certain executory
contract and unexpired lease provisions of the Plan are set forth below for your convenience, but you should review the Disclosure Statement
and the Plan for a complete description of such provisions :
Assumption or Rejection of Executory Contracts
and Unexpired Leases
On the Effective Date, all
Executory Contracts and Unexpired Leases of the Debtors, including, but not limited to, employee contracts, which have not expired by
their own terms on or prior to the Confirmation Date, shall be deemed assumed by the Debtors in accordance with, and subject to, the provisions
and requirements of sections 365 and 1123 of the Bankruptcy Code, except for those Executory Contracts and Unexpired Leases that, in each
case:
| a. | have been assumed, assumed and assigned, or rejected by the Debtors by prior order of the Bankruptcy Court; |
| b. | are the subject of a motion to reject Filed by the Debtors pending on the Effective Date; |
| c. | are identified as rejected Executory Contracts and Unexpired Leases by the Debtors on the Schedule of
Rejected Executory Contracts and Unexpired Leases to be Filed in the Plan Supplement, which may be amended by the Debtors up to and through
the Effective Date to add or remove Executory Contracts and Unexpired Leases by Filing with the Bankruptcy Court a subsequent Plan Supplement
and serving it on the affected non-Debtor contract parties; provided , that the Debtors or Reorganized Debtors, as applicable, may
amend the Schedule of Rejected Executory Contracts and Unexpired Leases to add or delete any Executory Contracts or Unexpired Leases
after such date to the extent agreed to by the relevant counterparties or approved by an order of the Bankruptcy Court; |
| d. | are rejected or terminated pursuant to the terms of the Plan; or |
| e. | are the subject of a pending Cure Dispute. |
Without amending or altering
any prior order of the Bankruptcy Court approving the assumption or rejection of any Executory Contract or Unexpired Lease, the Combined
Order shall constitute an order of the Bankruptcy Court approving such assumptions, assumptions and assignments, and the rejection of
Executory Contracts and Unexpired Leases set forth in the Schedule of Rejected Executory Contracts and Unexpired Leases pursuant to sections
365 and 1123 of the Bankruptcy Code as of the Effective Date.
To the extent any provision
in any Executory Contract or Unexpired Lease assumed or assumed and assigned (as applicable) pursuant to the Plan or any prior order of
the Bankruptcy Court (including, without limitation, any “change of control” provision) prohibits, restricts or conditions,
or purports to prohibit, restrict or condition, or is modified, breached or terminated, or deemed modified, breached or terminated by,
(a) the commencement of the Chapter 11 Cases or the insolvency or financial condition of any Debtor at any time before the closing
of its respective Chapter 11 Case, (b) any Debtor’s or any Reorganized Debtor’s assumption or assumption and assignment
(as applicable) of such Executory Contract or Unexpired Lease or (c) the Confirmation or Consummation of the Plan, then such provision
shall be deemed modified such that the transactions contemplated by the Plan shall not entitle the non-Debtor party thereto to modify
or terminate such Executory Contract or Unexpired Lease or to exercise any other default-related rights or remedies with respect thereto,
and any required consent under any such contract or lease shall be deemed satisfied by the Confirmation of the Plan.
6
Each Executory Contract and
Unexpired Lease assumed and/or assumed and assigned pursuant to the Plan shall revest in and be fully enforceable by the applicable Reorganized
Debtor or the applicable assignee in accordance with its terms and conditions, except as modified by the provisions of the Plan, any order
of the Bankruptcy Court approving its assumption and/or assignment, or applicable law.
The inclusion or exclusion
of a contract or lease on any schedule or exhibit shall not constitute an admission by any Debtor that such contract or lease is an Executory
Contract or Unexpired Lease or that any Debtor has any liability thereunder.
Payments Related to Assumption of Executory
Contracts and Unexpired Leases
Any Cure Claims arising under
an Executory Contract or Unexpired Lease to be assumed pursuant to the Plan shall be satisfied, pursuant to section 365(b)(1) of
the Bankruptcy Code, by payment of the Cure Claim in Cash on the Effective Date or on such other terms as the parties to such Executory
Contracts or Unexpired Leases may otherwise agree.
In the event of a Cure Dispute,
the Debtors or Reorganized Debtors, as applicable, shall have sixty (60) days following entry of a Final Order resolving such dispute
to alter their treatment of such contract or lease by Filing a notice indicating such altered treatment. In the event the Debtors or Reorganized
Debtors, as applicable, seek to assume an Executory Contract or Unexpired Lease previously subject to a Cure Dispute, any Cure Claims
related to such Executory Contract or Unexpired Lease shall be paid following the entry of a Final Order resolving the dispute and approving
the assumption of such Executory Contracts or Unexpired Leases and shall not prevent or delay implementation of this Plan or the occurrence
of the Effective Date; provided , that the Debtors or the Reorganized Debtors, as applicable, may settle any dispute regarding the
amount of any Cure Claim without any further notice to or action, order or approval of the Bankruptcy Court.
Assumption of any Executory
Contract or Unexpired Lease pursuant to the Plan or otherwise and full payment of any applicable Cure Claim pursuant to this Section shall
result in the full release and satisfaction of any Cure Claims, Claims, or defaults, whether monetary or nonmonetary, including defaults
of provisions restricting the change in control or ownership interest composition or other bankruptcy-related defaults, arising under
any assumed Executory Contract or Unexpired Lease at any time prior to the effective date of assumption.
Claims on Account of the Rejection of Executory
Contracts or Unexpired Leases
All Proofs of Claim with respect
to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant to the Plan or the Combined Order, if any, must
be Filed with the Bankruptcy Court within twenty-one (21) days after service of an order of the Bankruptcy Court (including the Combined
Order) approving such rejection. Any Claim arising from the rejection of Executory Contracts or Unexpired Leases that becomes an Allowed
Claim is classified and shall be treated as a Class 8 General Unsecured Claim.
7
Any Person or Entity that
is required to File a Proof of Claim arising from the rejection of an Executory Contract or an Unexpired Lease that fails to timely do
so shall be forever barred, estopped and enjoined from asserting such Claim, and such Claim shall not be enforceable, against the Debtors,
the Reorganized Debtors or the Estates, and the Debtors, the Reorganized Debtors and their Estates and their respective assets and property
shall be forever discharged from any and all indebtedness and liability with respect to such Claim unless otherwise ordered by the Bankruptcy
Court or as otherwise provided in the Plan. All such Claims shall, as of the Effective Date, be subject to the permanent injunction set
forth in Article 10.6 of the Plan.
Modifications, Amendments, Supplements, Restatements,
or Other Agreements
Modifications, amendments,
supplements, and restatements to prepetition Executory Contracts and Unexpired Leases that have been executed by the Debtors during the
Chapter 11 Cases shall not be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the validity, priority,
or amount of any Claims that may arise in connection therewith.
Unless otherwise provided
in the Plan or by separate order of the Bankruptcy Court, each Executory Contract and Unexpired Lease that is assumed shall include any
and all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument,
or other document that in any manner affects such Executory Contract or Unexpired Lease.
8
Dated: [ · ], 2026
|
Respectfully submitted,
/s/
|
|
HUNTON ANDREWS KURTH LLP
Timothy A. (“Tad”) Davidson II (TX Bar No. 24012503)
Philip M. Guffy (TX Bar No. 24113705)
Timothy R. Powell (TX Bar No. 24119198)
600 Travis Street, Suite 4200
Houston, TX 77002
Telephone: (713) 220-4200
Email: taddavidson@hunton.com
pguffy@hunton.com
tpowell@hunton.com
– and –
LATHAM & WATKINS LLP
Ray C. Schrock (NY Bar No. 4860631)
Ryan Preston Dahl (NY Bar No. 5697461)
George Klidonas (NY Bar No. 4549432)
Jonathan J. Weichselbaum (NY Bar No. 5676143)
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Email: ray.schrock@lw.com
ryan.dahl@lw.com
george.klidonas@lw.com
jon.weichselbaum@lw.com
– and –
Benjamin M. Rhode ( pro hac vice pending)
330 N. Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Email: benjamin.rhode@lw.com
Proposed Co-Counsel for the Debtors and Debtors in
Possession
|
9
Appendix A
Release, Injunction, and Exculpation Provisions
in the Plan 1
1 | Capitalized terms used but not defined in this Appendix A
have the meanings given to them in the Plan. |
1