Trinseo S.A. has filed its foreign registration paperwork with the SEC for an initial public offering of it shares. Trinseo is public limited liability company under the laws of Luxembourg. Through its offering the company seeks to raise up to a maximum of $400 million. The shares offered in the F-1 filing have not yet been priced and terms have not been set. Upon completion of the offering the company intends to list its newly issued shares on a yet-to-be-named exchange under the trading symbol “TSE”.
Trinseo is a substantial global enterprise engaged in the manufacture and marketing of specialty and customized emulsion polymers and plastics. Its principal product classes include: SB latex, synthetic rubber, styrenics and engineered polymers. The company sees itself as a global market leader and seeks to strengthen its position through technological differentiation, a globally diverse manufacturing base, long-standing customer relationships, and advantaged cost positions. The company aspires to improve its position by participating in the growth of China, Eastern Europe and Latin America. Factors that influence its strategic aims include addressing increased demand for higher fuel efficiency and lighter-weight materials.
For calendar 2010, Trinseo realized almost $5 billion in global sales comprised of $2.8 billion in Europe, $1.2 billion in the Asia/Pacific region, $765 million in North America and $232 in Latin America. Pro Forma and unaudited statements for the quarter ending March 31, 2011 show net sales of $1.5 billion, resulting in pre-tax income of $68 million and after tax income of $41 million.
The filing lists the principal beneficial owners of the company as Bain Capital with 92.3% ownership and Dow Europe Holding B.V. with 7.0%. The operation was wholly owned by The Dow Chemical Company (NYSE: DOW) until June, 2010 when it was acquired by investment funds advised or managed by Bain Capital Partners, LLC with Dow retaining 7.5% interest. In short, Bain is spinning this out as a public entity with the first filing being only about a year since private equity got involved.
The filing lists a comparatively large underwriting group with Deutsche Bank Securities, Goldman Sachs, Citigroup, and Barclays Capital playing the most prominent roles. The other co-managers are Merrill Lynch, HSBC Securities (USA), Morgan Stanley, Jefferies, BMO Capital Markets, Mizuho Securities USA, and SMBC Nikko Capital Markets.
We do not really want to compare this to the Evercore IPO because that was much larger and it did not really perform all that well. Still, think of this as part of the same global operation but in plastics and polymers rather than in commodities.
Trinseo’s full F-1 filing with the SEC is here.
JON C. OGG