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LONG TERM DEBT & AVAILABLE FACILITIES
6 Months Ended
Jun. 30, 2025
LONG TERM DEBT & AVAILABLE FACILITIES  
LONG TERM DEBT & AVAILABLE FACILITIES

NOTE 10—LONG TERM DEBT & AVAILABLE FACILITIES

Refer to the Annual Report for definitions of capitalized terms not included herein and further background on the Company’s debt structure discussed below. The Company was in compliance with all debt related covenants as of June 30, 2025 and December 31, 2024.

As of June 30, 2025 and December 31, 2024, debt consisted of the following:

June 30, 2025

   

Interest Rate as of
June 30, 2025

   

Maturity Date

   

Par Value

   

Unamortized Debt Premium and (Discount) (1)

   

Carrying Value

   

Unamortized Deferred Financing Fees (2)

    

Total Debt, Less Unamortized Deferred Financing Fees

2029 Refinance Senior Notes (3)

7.625%

May 2029

$

383.8

$

60.3

$

444.1

$

(25.8)

$

418.3

Senior Credit Facility

2028 Term Loan B

7.090%

May 2028

720.0

(1.6)

718.4

(7.9)

710.5

OpCo Super-Priority Revolver(4)

Various

February 2028

2028 Refinance Term Loans (5)

12.742%

May 2028

1,250.1

(22.1)

1,228.0

(20.4)

1,207.6

Accounts Receivable Securitization Facility (6)

Various

January 2028

150.0

150.0

150.0

Other indebtedness

Various

Various

4.8

4.8

4.8

Total debt

$

2,508.7

$

36.6

$

2,545.3

$

(54.1)

$

2,491.2

Less: current portion (7)

(170.0)

Total long-term debt, net of unamortized deferred financing fees

$

2,321.2

December 31, 2024

   

Interest Rate as of
December 31, 2024

   

Maturity Date

   

Par Value

   

Unamortized Debt Premium and (Discount) (1)

   

Carrying Value

   

Unamortized Deferred Financing Fees (2)

    

Total Debt, Less Unamortized Deferred Financing Fees

2029 Senior Notes (3)

5.125%

April 2029

$

447.0

$

$

447.0

$

(9.3)

$

437.7

2025 Senior Notes (5)

5.375%

September 2025

115.0

115.0

(0.2)

114.8

Senior Credit Facility

2028 Term Loan B

7.276%

May 2028

723.8

(1.9)

721.9

(9.2)

712.7

2026 Revolving Facility (8)

Various

May 2026

2028 Refinance Term Loans (5)

13.158%

May 2028

1,108.3

(25.1)

1,083.2

(18.1)

1,065.1

Accounts Receivable Securitization Facility (6)

Various

January 2028

75.0

75.0

75.0

Other indebtedness

Various

Various

6.3

6.3

6.3

Total debt

$

2,475.4

$

(27.0)

$

2,448.4

$

(36.8)

$

2,411.6

Less: current portion (7)

(210.9)

Total long-term debt, net of unamortized deferred financing fees

$

2,200.7

(1)This caption includes various original issue accounting adjustments related to original issue premium and discounts, all of which are amortized to interest expense using the straight-line method over the related instrument’s term. The 2029 Refinance Senior Notes were accounted for as a modification of debt in accordance with ASC 470-60 and therefore the difference between the carrying value of the exchanged 5.125% Senior Notes due 2029 (the “2029 Senior Notes”) and the principal amount of the 7.625% second lien senior notes due 2029 (the “2029 Refinance Senior Notes”) was recorded as debt premium and will be reduced as contractual interest payments are made. The unamortized balance of this debt premium was $60.3 million as of June 30, 2025. The 2028 Term Loan B was issued at a 0.5% original issue discount, whose unamortized balance was $1.6 million as of June 30, 2025 and $1.9 million as of December 31, 2024. The 2028 Refinance Term Loans were issued at a 3.0% original issue discount, whose unamortized balance was $22.1 million as of June 30, 2025 and $25.1 million as of December 31, 2024.
(2)This caption does not include deferred financing fees related to the Company’s revolving facilities, which are included within “Deferred charges and other assets” on the condensed consolidated balance sheets.
(3)The 2029 Senior Notes were partially exchanged on January 17, 2025 for the 2029 Refinance Senior Notes and the remaining $0.5 million was fully repaid on March 20, 2025.
(4)As of June 30, 2025, under the OpCo Super-Priority Revolver, the Company had a capacity of $300.0 million with capacity of $60.0 million under the letter of credit subfacility. As of June 30, 2025, the Company had funds available for borrowing of $271.0 million (net of the applicable $29.0 million outstanding letters of credit as defined in the secured credit agreement). Additionally, the Company is required to pay a quarterly commitment fee in respect of any unused commitments under this facility equal to 0.375% per annum.

The OpCo Super-Priority Revolver features a springing covenant which applies when 30% or more of the OpCo Super-Priority Revolver’s capacity is drawn which then requires the Company to meet a superpriority lien net leverage ratio (as defined in the secured credit agreement) not to exceed 1.50x at the end of each financial quarter. As of June 30, 2025, the outstanding borrowings did not exceed the 30% threshold.

(5)The 2025 Senior Notes were partially repaid on September 8, 2023 using the proceeds of the 2028 Refinance Term Loans and the remainder was fully repaid on January 17, 2025 using the proceeds of the second tranche of 2028 Refinance Term Loans.
(6)As of June 30, 2025, this facility had a borrowing capacity of $150.0 million and $150.0 million outstanding under the facility. As of June 30, 2025 the Company had $155.3 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable, and had no additional funds available for borrowing.

As of December 31, 2024, this facility had a borrowing capacity of $150.0 million, and $75.0 million outstanding under the facility. As of December 31, 2024 the Company had $125.0 million of accounts receivable available to support this facility, based on the pool of eligible accounts receivable, and had $50.0 million of additional funds available for borrowing.

(7)The current portion of long-term debt as of June 30, 2025 was primarily related to the $150.0 million outstanding under the AR Securitization Facility as well as $18.3 million of scheduled future principal payments on both the 2028 Term Loan B and the 2028 Refinance Term Loans.

The current portion of long-term debt as of December 31, 2024 was primarily related to $115.0 million of aggregate principal amount of the 5.375% senior notes due in September 2025, the $75.0 million outstanding under the AR Securitization Facility as well as $18.3 million of scheduled future principal payments on both the 2028 Term Loan B and the 2028 Refinance Term Loans.

(8)As of December 31, 2024, under the 2026 Revolving Facility, the Company had a capacity of $375.0 million and $20.8 million outstanding letters of credit. As of December 31, 2024, the Company had funds available for borrowing of $91.7 million, which reflects the borrowing limit imposed by the springing covenant.

2025 Debt Refinancing, Exchange, and New Revolving Credit Facility

In December 2024, the Company signed a Transaction Support Agreement (the TSA) with lenders and certain supporting creditors (the “Supporting Creditors”). Pursuant to the TSA, the Supporting Creditors agreed to support a series of transactions to refinance the Company’s near-term maturities, provide additional operating liquidity, extend the Company’s nearest debt maturity to 2028, and capture discount from an exchange of its 2029 Senior Notes. On January 17, 2025, the Company completed a series of transactions contemplated by the TSA, as described below.

Second Tranche of 2028 Refinance Credit Term Loan

On January 17, 2025, the Company amended its credit agreement dated September 8, 2023 (the “2028 Refinance Credit Agreement”) to provide for an additional $115.0 million of term loans maturing in May 2028 (the “Second Tranche Refinance Term Loans”). The Second Tranche Refinance Term Loans bear interest at a rate per annum equal to the existing terms loans under the 2028 Refinance Credit Agreement (Term SOFR plus 8.50%, subject to a 3.00% SOFR floor) and require scheduled quarterly payments, commencing on April 11, 2025, in amounts equal to 0.25% of the original principal amount of the Second Tranche Refinance Term Loans, with the balance to be paid at maturity. Proceeds from the Second Tranche Refinance Term Loans were used to redeem the remaining aggregate principal amount of the Company’s outstanding 5.375% senior notes due 2025, $115.0 million, upon which redemption the related senior note indenture was satisfied and discharged.

This refinancing transaction was accounted as a debt modification under ASC 470-50 and as a result, the Company wrote-off the unamortized deferred financing fees, $0.2 million, related to the 2025 Senior Notes. In connection with the issuance of the Second Tranche Refinance Term Loans, the Company expensed third-party costs incurred during the transaction of $5.4 million and capitalized $5.2 million of fees paid to lenders upon completion of the transaction within

“Long-term debt, net of unamortized deferred financing fees” on the consolidated balance sheet will be amortized over the remaining term of the 2028 Refinance Term Loans using the straight-line method.

Exchange Offer for the 2029 Senior Notes

On December 16, 2024, Trinseo Luxco Finance SPV S.à r.l., a wholly-owned subsidiary of the Company, and Trinseo NA Finance SPV LLC, an indirect, wholly-owned subsidiary of the Company (together the “New Issuers ”), commenced a private offer to exchange (the “Exchange Offer”) the Company’s 2029 Senior Notes for the 2029 Refinance Senior Notes issued by the New Issuers. Upon completion of the Exchange Offer, the New Issuers executed an indenture (the “ 2L Note Indenture”) pursuant to which they issued $379.5 million aggregate principal amount of 2029 Refinance Senior Notes in exchange for the non-cash redemption of $446.5 million of the 2029 Senior Notes. This exchange was a 144A private transaction exempt from the registration requirements of the Securities Act of 1933. The 2029 Refinance Senior Notes bear interest at a rate of 7.625%, of which: (i) from the Settlement Date until and through the sixth semiannual interest payment date following the Settlement Date, 5.125% will be payable in cash and 2.50% will be payable in-kind either by increasing the principal amount of the outstanding 2029 Refinance Senior Notes, or, at the Company’s option, in cash; and (ii) thereafter, the entire 7.625% per annum will be payable in cash. Interest on the 2029 Refinance Senior Notes will be paid semiannually on February 15 and August 15 of each year, commencing on August 15, 2025. The 2029 Refinance Senior Notes mature on May 3, 2029.

This refinancing transaction was accounted for as a modification of debt in accordance with ASC 470-60 and as a result, the Company expensed third-party costs incurred during the transaction of $20.9 million and capitalized $20.0 million of fees paid to lenders upon completion of the transaction within “Long-term debt, net of unamortized deferred financing fees” on the consolidated balance sheet. The capitalized lender fees along with the unamortized deferred financing fees related to the tendered 2029 Senior Notes will be amortized over the term of the 2029 Refinance Senior Notes using the straight-line method, which is not materially different from the effective interest method. The difference between the carrying value of the exchanged 2029 Senior Notes and the principal amount of the 2029 Refinance Senior Notes, mainly related to the reduction in principal due to the terms of the exchange, was recorded as debt premium of $67.0 million within “Long-term debt, net of unamortized deferred financing fees” on the consolidated balance sheet and will be amortized over the term of the 2029 Refinance Senior Notes using the straight-line method, which is not materially different from the effective interest method.

On March 20, 2025, the Issuers redeemed the remaining 2029 Senior Notes, including principal, redemption premium, and interest thereon, for $0.5 million, upon which redemption the related indenture was satisfied and discharged. As a result, the Company wrote-off the remaining immaterial unamortized deferred financing fees and redemption premium.

OpCo Super-Priority Revolver

On January 17, 2025, certain subsidiaries of the Company entered into a credit agreement, pursuant to which the lenders thereunder provided a new super-priority revolving credit facility in an aggregate amount of $300.0 million, with a $60.0 million letter of credit subfacility, maturing in February 2028 (the “OpCo Super-Priority Revolver”). The terms of the OpCo Super-Priority Revolver are substantially similar to the existing revolving facility, except for an update to the financial covenant that requires compliance with a springing super-priority lien net leverage ratio test, a liquidity covenant and an anti-cash hoarding covenant. Upon entry into the OpCo Super-Priority Revolver, the Company’s revolving commitments under the existing credit agreement dated September 6, 2017 were terminated.

Fees incurred in connection with the issuance of the OpCo Super-Priority Revolver were $2.5 million and are capitalized and recorded within “Deferred charges and other assets” on the consolidated balance sheet will be amortized over the remaining term of the facility using the straight-line method.

Payment-in-kind Elections

Under the terms of the 2028 Refinance Credit Agreement, through September 8, 2025, the Company may, at its discretion, make a payment in kind election (“PIK Interest Election”) to convert a portion of the quarterly interest margin payable to principal, and the converted principal is subject to an additional 1.00% margin. Under the terms of the 2L Note Indenture, the Company will make a PIK Interest Election for 2.50% of the annual interest payable for each of its first six semi-annual interest payments starting on August 15, 2025. The Company may elect to pay interest in cash at its discretion.

On April 2, 2025, the Company executed the PIK Interest Election on the 2028 Refinance Term Loans, to defer payment of a portion of the quarterly interest margin payable in the amount of $12.8 million, thereby capitalizing $15.8 million to principal payments due at maturity. On April 1, 2025, the Company executed the PIK Interest Election on the 2029 Refinance Senior Notes, to defer payment of a portion of the quarterly interest margin payable in the amount of $2.0 million by capitalizing the amount as principal payments due at maturity. On June 29, 2025, the Company executed the PIK Interest Election on the 2028 Refinance Term Loans and the 2029 Refinance Senior Notes, to defer payment of a portion of the quarterly interest margin payable in the amount of $13.3 million and $2.4 million, respectively, thereby capitalizing $16.4 million and $2.4 million, respectively, to principal payments due at maturity.

As of June 30, 2025, the Company has deferred $78.3 million of interest payable and capitalized as long-term debt, which is payable at maturity. As of December 31, 2024, the Company has deferred $41.8 million of interest payable and capitalized as long-term debt, which is payable at maturity.

Compliance with Debt Covenants

The 2028 Refinance Credit Agreement requires the Company to comply with customary affirmative, negative and financial covenants, and contains events of default including (i) relating to a change of control or (ii) failure to maintain at least $100.0 million of Liquidity at the end of any calendar month, and (iii) a cross default to the Credit Agreement. If an event of default occurs, the Term Lenders will be entitled to take various actions, including the acceleration of amounts due under the 2028 Refinance Term Loans. Liquidity is defined under the 2028 Refinance Credit Agreement as a combination of cash and cash equivalents held at certain of the Company’s restricted subsidiaries as well as the funds available for borrowing under both the 2026 Revolving Facility and the Accounts Receivable Securitization Facility, subject to certain restrictions outlined in the 2028 Refinance Credit Agreement.

The definition of Liquidity is substantially similar under both the OpCo Super-Priority Revolver and the 2028 Refinance Credit Agreement. In addition, the OpCo Super-Priority Revolver’s anti-cash hoarding covenant requires repayment of existing borrowings under the OpCo Super-Priority Revolver of the excess amount of cash and cash equivalents held by loan parties over $100.0 million or the excess cash and cash equivalents held by non-loan parties over $50.0 million. If the Company is unable to achieve its forecasts or maintain minimum liquidity covenants, it could have a material adverse impact on our access to liquidity, results of operation and financial condition.

As of June 30, 2025, the Company was in compliance with all debt covenant requirements under all debt agreements. The Company had Liquidity of $399.1 million, comprised of $128.1 million of cash and cash equivalents and approximately $271.0 million of funds available for borrowing under the OpCo Super-Priority Revolver.