NL 8-K
Nli Holdings, Inc. (NL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code
(
(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 (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information disclosed by Kronos Worldwide, Inc., a Delaware corporation and an affiliate of the registrant (“Kronos Worldwide”), under Items 1.01 and 2.03 of the Current Report on Form 8-K dated September 15, 2025 that Kronos Worldwide (File No. 1-31763) filed with the U.S. Securities and Exchange Commission on September 15, 2025 is hereby incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits | ||
Item No. | Description | ||
10.1 | |||
10.2 | |||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
NL INDUSTRIES, INC. | |
(Registrant) | |
Date: September 15, 2025 | By: /s/Amy A. Samford |
Amy A. Samford Executive Vice President and |
145866520v3
THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of September 15, 2025, among Kronos International, Inc., a Delaware corporation (the “Issuer”), the guarantors listed on the signature pages hereto (the “Guarantors”), Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), and Deutsche Bank Trust Company Americas, as paying agent, transfer agent and registrar.
W I T N E S S E T H
WHEREAS, the Issuer has executed and delivered to the Trustee an indenture, dated as of February 12, 2024 (the “Base Indenture”), as amended, modified or supplemented from time to time, including by (i) a First Supplemental Indenture, dated as of July 30, 2024 (the “First Supplemental Indenture”), and (ii) a Second Supplemental Indenture, dated as of August 8, 2024 (the “Second Supplemental Indenture”; the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, and this Third Supplemental Indenture, together, the “Indenture”), providing for the issuance of the Issuer’s 9.50% Senior Secured Notes due 2029 (the “Notes”) and pursuant to which the Issuer has previously duly issued Notes in the aggregate principal amount of €351,174,000;
WHEREAS, Section 2.01 of the Base Indenture provides that Additional Notes may be created and issued from time to time under the Indenture by the Issuer without notice to or consent of the Holders and that such Additional Notes shall be consolidated with and form a single class with the Original Notes and shall have the same terms as to status, redemption or otherwise as the Original Notes, subject to the Issuer’s compliance with Section 4.03 of the Base Indenture;
WHEREAS, pursuant to Section 9.01(x) of the Base Indenture, the Trustee, the Collateral Agent, the Issuer and the Guarantors are authorized to execute and deliver this Third Supplemental Indenture without the consent of the Holders of the Notes;
WHEREAS, the Issuer and the Guarantors have authorized the execution and delivery of this Third Supplemental Indenture for the purpose of issuing €75,000,000 in aggregate principal amount of Additional Notes (the “New Notes”); and
WHEREAS, the execution and delivery of this Third Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this Third Supplemental Indenture a valid and binding agreement of the Issuer and the Guarantors enforceable in accordance with its terms have been duly performed and complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
[The remainder of this page has intentionally been left blank]
2
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the date first above written.
ISSUER
KRONOS INTERNATIONAL, INC.
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
GUARANTORS
KRONOS WORLDWIDE, INC.
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
KRONOS LOUISIANA, INC.
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
KRONOS (US), INC.
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
LOUISIANA PIGMENT COMPANY, L.P.
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
[Signature Page to Third Supplemental Indenture]
KRONOS LPC, LLC
By:/s/Bryan Hanley
Name: Bryan Hanley
Title: Senior Vice President and Treasurer
[Signature Page to Third Supplemental Indenture]
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee and Collateral Agent
By:/s/Mary Miselis
Name:Mary Miselis
Title:Vice President
By:/s/Peter Bono
Name:Peter Bono
Title:AVP
[Signature Page to Third Supplemental Indenture]
ADDITIONAL NOTES PRIORITY JOINDER AGREEMENT
September 15, 2025
The undersigned (the “Additional Notes Priority Agent”) is the trustee for the holders of €75,000,000 aggregate principal amount of the Issuer’s (as defined below) 9.50% Senior Secured Notes due 2029 issued the date hereof (the “Additional Notes”) wishing to become additional “Secured Parties” (the “New Secured Parties” and, together with the New Secured Parties (as defined in that certain Additional Notes Priority Joinder Agreement, dated as of February 12, 2024, and that certain Additional Notes Priority Joinder Agreement, dated as of July 30, 2024 (collectively, the “Prior Joinders”), among the Additional Notes Priority Agent, the Grantors party thereto and the Agent), the “New Notes Secured Parties”) under the Pledge Agreement dated as of September 13, 2017 (as heretofore amended and/or supplemented, the “Pledge Agreement” (terms used without definition herein have the meanings assigned to such terms by the Pledge Agreement)), by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
In consideration of the foregoing, the undersigned hereby:
(i)represents that the Additional Notes Priority Agent has been authorized by the New Secured Parties to become a party to the Pledge Agreement on behalf of the New Secured Parties under that certain Indenture, dated as of February 12, 2024 (the “Base Indenture”), as supplemented by (i) a First Supplemental Indenture, dated as of July 30, 2024 (the “First Supplemental Indenture”), (ii) a Second Supplemental Indenture, dated as of August 8, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Existing Indenture”), and (iii) a Third Supplemental Indenture, dated as of September 15, 2025 (the “Third Supplemental Indenture” and, together with the Existing Indenture, the “Indenture”), by and among Kronos International, Inc. (the “Issuer”), each of the guarantors identified therein, and Deutsche Bank Trust Company Americas, as trustee, collateral agent, paying agent, transfer agent and registrar (the obligations under such Additional Notes Priority Agreement and the Additional Notes issued pursuant thereto, the “Additional Obligations” and, together with the Additional Obligations (as defined in the Prior Joinders), the “Additional Notes Obligations”) and to act as the Additional Notes Priority Agent for the New Secured Parties;
(ii)(a) acknowledges that the Additional Notes Priority Agent is already a party to the Pledge Agreement, (b) agrees to act under the Pledge Agreement as an “Additional Notes Priority Agent” (as defined in the Pledge Agreement) for the New Notes Secured Parties from time to time in respect of the Additional Notes Obligations, (b) agrees, for itself and on behalf of the New Notes Secured Parties from time to time in respect of the Additional Notes Obligations, to all the terms and provisions of the Pledge Agreement and (c) shall have all the rights and obligations of an Additional Notes Priority Agent under the Pledge Agreement with respect to the New Notes Secured Parties. For the avoidance of
doubt, the parties hereto acknowledge and agree that (A) the Additional Notes Priority Agent is serving as trustee and as Additional Notes Priority Agent in respect of both the Additional Obligations and the Additional Obligations (as defined in the Prior Joinders), which are obligations under the same Additional Notes Priority Debt Documents; (B) the indentures referenced in the Prior Joinders and the Indenture are the same Additional Notes Priority Agreements; (C) the notes whose obligations constitute Additional Obligations (as defined in the Prior Joinders) and the Additional Notes are a single series of notes under the Indenture; and (D) the Additional Notes Priority Agent is a single trustee serving under both this Additional Notes Priority Joinder Agreement and the Prior Joinders for the New Notes Secured Parties in respect of the Additional Notes Obligations.
(iii)acknowledges that the Additional Notes Priority Agent and New Secured Parties have received a copy of the Pledge Agreement;
(iv)irrevocably appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Pledge Agreement as are delegated to the Pledgee by the terms thereof, together with all such powers as are reasonably incidental thereto; and
(v)accepts and acknowledges the terms of the Pledge Agreement applicable to it and the New Secured Parties and agrees to serve as Additional Notes Priority Agent for the New Secured Parties with respect to the Additional Obligations and agrees on its own behalf and on behalf of the New Secured Parties to be bound by the terms hereof applicable to holders of Additional Obligations, with all the rights and obligations of a Secured Party thereunder and bound by all the provisions thereof as fully as if it had been a Secured Party on the effective date of the Pledge Agreement.
The name and address of the representative for purposes of Section 29 of the Pledge Agreement are as follows:
Deutsche Bank Trust Company Americas
Trust and Agency Services
1 Columbus Circle, 4th Floor
Mail Stop: NYC01-0417
New York, New York 10019
USA
Attn: Corporates Team, Kronos International Inc, AA6131
Facsimile: (732) 578-4635
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Additional Notes Priority Joinder Agreement to be duly executed by its authorized officer as of the date first written above.
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee for the Additional Obligations,
as Additional Notes Priority Agent
By:/s/Mary Miselis
Name:Mary Miselis
Title:Vice President
By:/s/Peter Bono
Name:Peter Bono
Title:AVP
[Signature Page to Joinder to Pledge Agreement]
Accepted and Agreed to:
DEUTSCHE BANK TRUST COMPANY AMERICAS,
in its capacity as Agent
By:/s/Mary Miselis
Name: Mary Miselis
Title: Vice President
By:/s/Peter Bono
Name: Peter Bono
Title: AVP
[Signature Page to Joinder to Pledge Agreement]