BERWYN, PA – (COMMERCIAL THREAD) –TrinsÃ©o (NYSE: TSE), a global materials company and manufacturer of plastics, latex binders and synthetic rubber, today announced that it has signed an agreement with SK AA Holdings, LLC, a subsidiary of Falcon Private Holdings , LLC (“Falcon”), to acquire Aristech Surfaces LLC (“Aristech”), a leading North American manufacturer and global supplier of polymethyl methacrylate (PMMA) continuous casting plates and solid surfaces, serving the fine market. -being, architecture, transport and industry.
“The acquisition of Aristech allows us to provide a comprehensive portfolio of PMMA technologies and innovative products to serve customers in new high growth markets,” said Frank Bozich, President and CEO of Trinseo. âThis is an important next step towards our goal of becoming a global supplier of specialty materials and sustainable solutions. We look forward to welcoming the Aristech team and believe that the complementary technical capabilities and focus on customer relationships will lead to superior results for the PMMA business globally.
The transaction is expected to generate approximately $ 10 million in annual pre-tax cost synergies by 2024 and additional revenue synergies by leveraging Trinseo’s presence and customer relationships in North America, Europe and Asia. The collective technical and commercial teams will work together to accelerate growth and deliver significant value to shareholders.
Aristech is one of the world’s leading producers of continuous cast acrylic sheets for the wellness, architectural, transportation and industrial markets. Aristech products are used for a variety of applications, including the construction of spas, swim spas, countertops, signage, bath products and recreational vehicles. Aristech’s high margin profile and strong cash flow conversion are expected to generate long-term shareholder value. The company will be part of Trinseo’s Engineered Materials segment.
The transaction is expected to be funded from available cash and existing credit facilities. Trinseo expects its net leverage ratio to be in the low range of 2x at the end of the year, including pro forma adjustments for the sale of synthetic rubber and the acquisitions of Aristech and Arkema PMMA. . Trinseo expects the transaction to be finalized by the end of 2021, subject to customary closing conditions and regulatory approvals.
Centerview Partners LLC is serving as financial advisor and Reed Smith LLP is serving as legal advisor to Trinseo in connection with the transaction. Piper Sandler’s Valence group acts as financial advisor and Morgan Lewis acts as legal advisor to Falcon and Aristech.
Conference Call and Webcast Information
Trinseo will host a conference call to further discuss this announcement on Tuesday, July 20, 2021 at 8:00 a.m. Eastern Time.
Frank Bozich, President and Chief Executive Officer, David Stasse, Executive Vice President and Chief Financial Officer, and Andy Myers, Director of Investor Relations, will comment on the call.
For those who wish to ask questions during the Q&A session, please register using the following link:
After you register for the conference call, you will receive a confirmation email with a meeting invitation and entry information. Registration is opened via the live call, but it is advisable to register in advance to ensure that you are logged in for the full call.
For those wishing to listen only, please register for the webcast using the following link:
The presentation slides will be posted on the Company’s investor relations website and will also be available in the webcast player prior to the conference call. The Company will also provide copies of the presentation slides to investors by way of Form 8-K filed with the United States Securities and Exchange Commission.
A replay of the conference call and the transcript will be archived on the Company’s investor relations website shortly after the conference call. The replay will be available until July 20, 2022.
Trinseo (NYSE: TSE) is a global materials solutions provider and manufacturer of plastics, latex binders and synthetic rubber, focused on delivering innovative, sustainable and value-creating products that are intrinsic to our daily lives. Trinseo is committed to making a positive impact on society by partnering with like-minded stakeholders and supporting our customers’ sustainability goals in a wide range of end markets including automotive, consumer electronics, home appliances, medical devices, packaging, footwear, carpets, paper and cardboard, building and construction, and tires. Trinseo achieved net sales of approximately $ 3.0 billion in 2020. With the May 2021 acquisition of the company PMMA company, the Company has 24 manufacturing sites around the world and approximately 3,500 employees. For more information, please visit: www.trinseo.com.
Use of non-GAAP measures and Aristech financial information
In addition to using standard measures of performance and liquidity that are recognized in accordance with accounting principles generally accepted in the United States of America (âGAAPâ), we use additional measures of income excluding certain GAAP items. (âNon-GAAP measuresâ). , such as adjusted EBITDA and liquidity measures excluding certain GAAP items, such as free cash flow. We believe these metrics are useful for investors and management to assess trends and business performance in each time period. These metrics are also used to manage our business and assess profitability for the current period, as well as to provide an appropriate basis for assessing the effectiveness of our pricing strategies. Such measures are not recognized in accordance with GAAP and should not be considered as an alternative to GAAP performance or liquidity measures, as the case may be.
Adjusted EBITDA is a non-GAAP financial performance measure, which we define as profit from continuing operations before interest expense, net; income tax provision; depreciation and amortization expense; loss on extinction of long-term debt; asset impairment charges; gains or losses on disposals of businesses and assets; restructuring charges; acquisition costs and benefits, and other items. In doing so, we provide management, investors and credit rating agencies with an indicator of our continued performance and business trends, removing the impact of transactions and events that we would not consider to be part of our business. main activities.
Free cash flow is defined as cash flow from operating activities less capital expenditures. We believe that free cash flow provides an indicator of the company’s continued ability to generate cash through its core businesses, as it excludes the cash impacts of various financing transactions as well as cash flows from business combinations that are not considered organic in nature. We also believe that free cash flow provides management and investors with useful analytical indicators of our ability to service our debt, pay dividends (when declared) and meet our cash flow obligations. Classes.
Aristech’s financial information provided in this document is unaudited and is derived from information provided to Trinseo by Aristech management in conjunction with ongoing due diligence procedures, including Aristech’s projected financial information, for which the attached proposed GAAP information has not been provided to Trinseo management as part of our due diligence procedures. This information does not comply with the accounting principles followed by Trinseo. In addition, the definitions of Aristech’s performance and liquidity measures, such as Adjusted EBITDA and Free Cash Flow, may not match Trinseo’s definitions. As a result, it can be difficult to use these financial metrics to compare Aristech’s performance with that of Trinseo.
Caution regarding forward-looking statements
This press release may contain forward-looking statements, including, without limitation, statements regarding future plans, objectives, goals, projections, strategies, events or performance, and underlying assumptions. and other statements, which are not statements of historical fact or guarantees or assurances of future performance. Forward-looking statements can be identified by the use of words such as âexpectâ, âanticipateâ, âintendâ, âanticipateâ, âprospectâ, âwillâ, âcouldâ, âcouldâ. , “Could”, tend “,” assume “,” potential “,” likely “,” target “,” plan “,” consider “,” seek “,” attempt “,” should “,” could “,” would like “or similar expressions mean. Forward-looking statements reflect management’s assessment of the information currently available and are based on our current expectations and assumptions regarding estimated and future operating results, expected margins, growth potential and synergies related to the Aristech acquisition, as well as the timing and completion of the acquisition, our business, the economy and other future conditions. As forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes. nts of circumstances difficult to predict. Factors that could cause such a difference include, without limitation, our ability to complete the Aristech Acquisition or meet closing conditions, including regulatory approvals, our ability to successfully integrate Aristech and its employees, to generate the expected costs and revenues. synergies and expected margins, and to profitably develop the Aristech business, as well as the factors discussed in our annual report on Form 10-K, in part I, article 1A – âRisk factorsâ and elsewhere in our other reports, documents and furnishings from time to time with the United States Securities and Exchange Commission. As a result of these or other factors, our actual results may differ materially from those contemplated by 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. We assume 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.