8-K
Tronox Holdings plc (TROX)
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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) February 23, 2022 (February 23, 2022)
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
| England and Wales | 001-35573 | 98-1467236 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 263 Tresser Boulevard,<br> Suite 1100 | Laporte Road, Stallingborough | |
| --- | --- | |
| Stamford, Connecticut 06901 | Grimsby, North East Lincolnshire, DN40 2PR, UK |
(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
(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:
| ☐ | 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 exchange on which registered |
|---|---|---|
| Ordinary shares, par value $0.01 per share | TROX | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. | Other Events. |
|---|
Quarterly Dividend
Attached as Exhibit 99.1 is a copy of a press release of Tronox Holdings plc (the “Company”), dated February 23, 2022, announcing that the Company’s Board of Directors declared a cash dividend of $0.125 per share payable on April 8, 2022 to shareholders of record at the close of business on March 7, 2022.
Incremental Term Loan and Optional Notes Redemption
In addition, on February 23, 2022, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.2, announcing the launch of an incremental term loan under the Company’s existing credit agreement in an amount of $400 million (the “Incremental Term Loan”), the proceeds of which are expected to be used, along with cash on hand, to redeem all of its outstanding $500 million aggregate principal amount of 6.5% Senior Secured Notes due 2025 (the “Notes”). The redemption will be effected in accordance with the terms of the indenture governing the Notes and the redemption price for the Notes will be 100% of the principal amount redeemed, plus a customary “make-whole” premium, plus interest accrued and unpaid to the redemption date. The redemption date is expected to occur on April 4, 2022.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of consents from any holders of securities, nor shall there be any sale of securities or solicitation of consents in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated February 23, 2022 reporting Tronox Holdings plc’s quarterly dividend. |
| 99.2 | Press Release, dated February 23, 2022 regarding launch of incremental term loan and conditional<br> notes redemption. |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
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.
| TRONOX HOLDINGS PLC | ||
|---|---|---|
| Date: February 23, 2022 | By: | /s/ Jeffrey Neuman |
| Name: Jeffrey Neuman | ||
| Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Tronox Declares Quarterly Dividend
STAMFORD, Conn., February 23, 2022 / PRNewswire/ – Tronox Holdings plc (NYSE:TROX), the world’s leading integrated manufacturer of titanium dioxide pigment, announced today that its Board of Directors declared a quarterly dividend of $0.125 per share. The dividend is payable on April 8, 2022 to shareholders of record at the close of business on March 7, 2022.
About Tronox
Tronox Holdings plc is one of the world’s leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals; and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With approximately 6,500 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Media Contact: Melissa Zona +1.636.751.4057
Investor Contact: Jennifer Guenther +1.646.960.6598
1 | Page
Exhibit 99.2
February 23, 2022
Tronox Announces Launch of Incremental Term Loan and Redemption of 6.5% Senior Secured Notes due 2025
STAMFORD, Conn., February 23, 2022/PRNewswire/ — Tronox Holdings plc (NYSE: TROX; the “Company”), the world’s leading integrated manufacturer of titanium dioxide pigment, today announced the launch of an incremental term loan under the Company’s existing credit agreement in an amount of $400 million (the “Incremental Term Loan”), the proceeds of which are expected to be used, along with cash on hand, to redeem all of its outstanding $500 million aggregate principal amount of 6.5% Senior Secured Notes due 2025 (the “Notes”). In connection thereto, the Company has delivered a notice of redemption (the “Notice”) to the trustee of the Notes which specifies that redemption of the Notes is conditioned on closing of the Incremental Term Loan. The redemption price for the Notes will be 100% of the principal amount redeemed, plus a customary “make-whole” premium, plus interest accrued and unpaid to the redemption date, in accordance with the provisions of the indenture governing the Notes. The redemption date is expected to occur on April 4, 2022.
“The transaction will reduce our gross debt by $100 million to our previously stated $2.5 billion target, ahead of our 2023 goal,” said Tim Carlson, senior vice president and chief financial officer. “Additionally, the transaction will reduce cash interest payments, extend maturities, and replace secured bond debt with prepayable term loan debt. Consistent with our capital allocation priorities, we intend to allocate remaining free cash flow after capital expenditures and dividend payments towards continued debt reductions and opportunistic share repurchases.”
This press release does not constitute a notice of redemption of the Notes. Information concerning the terms and conditions of the redemption are described in the Notice distributed to holders of the Notes by Wilmington Trust, N.A., the trustee with respect to the Notes.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other security, and there will not be any offer, solicitation or sale of the Notes or any other security in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About Tronox
Tronox Holdings plc is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade titanium dioxide products and high-purity titanium chemicals, and zircon. We mine titanium-bearing mineral sands and operate upgrading facilities that produce high-grade titanium feedstock materials, pig iron and other minerals. With approximately 6,500 employees across six continents, our rich diversity, unmatched vertical integration model, and unparalleled operational and technical expertise across the value chain, position Tronox as the preeminent titanium dioxide producer in the world. For more information about how our products add brightness and durability to paints, plastics, paper and other everyday products, visit tronox.com.
Forward Looking Statements
Statements in this release that are not historical are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, include statements about our anticipated use of proceeds from the Incremental Term Loan and the impact of the Incremental Term Loan on our balance sheet. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results to differ materially from the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, worldwide credit markets, investor reception to our Incremental Term Loan, business and market disruptions including those related to the COVID-19 pandemic or the conflict over Ukraine, supply chain disruptions, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, including as a result of the COVID-19 pandemic, that adversely affect the demand for our end-use products; disruptions in production at our mining and manufacturing facilities; and other financial, economic, competitive, environmental, political, legal and regulatory factors. These and other risk factors are discussed in the Company's filings with the Securities and Exchange Commission.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can management assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Unless otherwise required by applicable laws, we undertake no obligation to update or revise any forward-looking statements, whether because of new information or future developments.
Media Contact: Melissa Zona
Direct: +1 636.751.4057
Investor Contact: Jennifer Guenther
Direct: +1.646.960.6598