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): August 29, 2016

 
Trinseo S.A.
(Exact name of registrant as specified in its charter)

 

Luxembourg	 	N/A	
(State or other jurisdiction of incorporation)	 	(I.R.S. Employer Identification Number)	
 
001-36473
(Commission File Number)

1000 Chesterbrook Boulevard, Suite 300	 	 	
Berwyn, Pennsylvania	 	19312	
(Address of principal executive offices)	 	(Zip Code)	
 
(610) 240-3200
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

 
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:
 
o        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 2.05 Costs Associated with Exit or Disposal Activities
 
On August 29, 2016, the board of directors (the “Board”) of Trinseo S.A. (the “Company”) approved a plan to cease manufacturing operations at its latex manufacturing facility in Livorno, Italy by the 2016 year end. The closure of manufacturing operations is a result of declining demand for graphical paper and is expected to provide improved asset utilization, as well as cost reductions within the Company’s European latex business.
 
We expect to incur approximately $24 million of pre-tax, non-recurring charges related to the cessation of manufacturing activities at this facility, including approximately $15 million of impairment charges to write down assets to their net realizable value and cash expenditures of $9 million, which will include one-time termination benefits and other costs associated with the closure of manufacturing operations. Of these charges approximately $18 million are expected to be taken in third quarter, with the majority of the remainder intended to be taken during the fourth quarter of 2016. These charges are subject to ongoing negotiations with the local Italian labor union, industrial association, and government authorities in Italy and are subject to receiving a final valuation of the land on which this facility is located.
 
Note on Forward-Looking Statements
 
This Current Report contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this Current Report may include, without limitation, include the amount and timing of the charges related to shutdown of the facility, and the anticipation of manufacturing capacity rationalization and cost reduction within our European business, that involve known and unknown risks, uncertainties and other factors that may cause results, levels of activity, performance or achievements to differ materially from results expressed or implied by this Current Report. Such risk factors include, among others: conditions in the global economy and capital markets, volatility in costs or disruption in the supply of the raw materials utilized for our products; loss of market share to other producers of styrene-based chemical products; compliance with environmental, health and safety laws; changes in laws and regulations applicable to our business; our inability to continue technological innovation and successful introduction of new products; liabilities or lawsuits related to contamination or the release of chemicals; and the loss of customers. Additional risks and uncertainties are set forth in the Company’s reports filed with the United States Securities and Exchange Commission, which are available at http://www.sec.gov/ as well as the Company’s website at http://www.trinseo.com. As a result of the foregoing considerations, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	Trinseo S.A.	
 	 	 	
 	By:	/s/ Barry J. Niziolek	
 	Name:	Barry J. Niziolek	
 	Title:	Executive Vice President and Chief Financial Officer	
 
Date: August 30, 2016
 
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