공시 • May 05
Trinseo S.A. (NYSE:TSE) completed the acquisition of polymethyl methacrylates and activated methyl methacrylates business from Arkema S.A. (ENXTPA:AKE).
Trinseo S.A. (NYSE:TSE) entered into a binding agreement to acquire polymethyl methacrylates and activated methyl methacrylates business from Arkema S.A. (ENXTPA:AKE) for an enterprise value of approximately $1.4 billion on December 14, 2020. As of March 19, 2021, Trinseo S.A. entered into a share purchase agreement to acquire polymethyl methacrylates and activated methyl methacrylates business from Arkema S.A. Pursuant to the SPA, the company has agreed to acquire the business for a base purchase price of €1.137 billion ($1.36 billion), subject to customary working capital and other closing adjustments. The transaction is expected to be funded with up to $198 million of existing cash. Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. provided committed debt financing in support of the transaction. As of March 10, 2021, the transaction is to be funded with $750 million 7 year Incremental term Loan Facility and $450 million of other unsecured debt. On March 24, 2021, Trinseo Materials Operating S.C.A. and Trinseo Materials Finance, Inc. (together, the “Issuers”), each an indirect, wholly-owned subsidiary of Trinseo S.A. executed an indenture with The Bank of New York Mellon pursuant to which the Issuers issued $450 million principal amount of 5.125% Senior Notes due 2029. The net proceeds from the Notes offering will be used to pay a portion of the purchase price. In the event of termination of the agreement, Trinseo shall pay to the sellers’ Agent an amount of €100 million ($118.875 million). Transaction represents Implied purchase price of 6.2x enterprise value / 2020 estimated Adjusted EBITDA, including value of tax basis step-up, EBITDA adjustments for COVID-19 impact and annual run-rate cost synergies. In 2019 the business has revenue of $616 million and EBITDA of $172 million.
Transaction is subject to customary closing conditions and regulatory approvals, including the completion of certain pre-closing reorganizations, prior consultations with certain of Arkema’s works councils and approval of the relevant antitrust authorities. Trinseo expects the transaction to close in mid-2021. Transaction is expected to be growth, margin and cash flow accretive. Transaction is expected to be significantly accretive to Adjusted EPS in 2022.
HSBC Securities (USA) Inc. and Deutsche Bank Securities Inc. acted as financial advisors to Trinseo on the PMMA business acquisition. Centerview Partners LLC acted as financial advisor and Laurent Victor-Michel, Nadine Gelli, Arlene Ortiz-Leytte, Shawn OHargan, Eunu Chun, Lisa Samenfeld, Jeffery Norman, Sara Zablotney, Adam Kool, Michael Krasnovsky, Adria Crowe, Alexandra Mihalas, John Caruso, Stefanie Gitler, Anthony Rapa, Mark Gardner, and Joanna Thomso of Kirkland & Ellis acted as legal advisors to Trinseo. Grégoire Finance and Claire James of Willkie Farr & Gallagher LLP acted as legal advisors to Arkema S.A. Morgan Stanley DW Inc., Investment Banking Arm acted as financial advisor to Arkema S.A. Jakob Schilder-Knudsen and Mario Fernandez of Lundgrens Advokatpartnerselskab acted as legal advisors to Trinseo.
Trinseo S.A. (NYSE:TSE) completed the acquisition of polymethyl methacrylates and activated methyl methacrylates business from Arkema S.A. (ENXTPA:AKE) on May 3, 2021. Trinseo appoints Jean-Luc Béal as Senior Vice President, Engineered Materials. For Trinseo, the acquisition includes the addition of approximately 860 new employees from operations in France, Denmark, Italy, the United States and Mexico, with additional team members from around the globe supporting sales and marketing.