Tronox Holdings plc 8-K, filed Nov 9, 2021
Tronox Holdings plc (TROX)
8-K
2021-11-09
For: 2021-11-09
View Original
Added on
April 07, 2026
About this 8-K
Tronox Holdings plc filed this 8-K on November 9, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): November 9, 2021
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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Laporte Road, Stallingborough
Grimsby, North East Lincolnshire, DN40 2PR, United Kingdom
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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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 7.01. |
Regulation FD Disclosure.
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On November 9, 2021, Tronox Holdings plc (the “Company”) issued a press release with respect to the matters described below in Item 8.01 and certain
other matters, which is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01. |
Other Events.
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On November 9, 2021, the Company announced that the Company’s Board of Directors has authorized the repurchase of up to $300 million of the Company’s
ordinary shares, par value $0.01 per share (the “ordinary shares”), through February 2024. Under the repurchase program, the Company is authorized to repurchase ordinary shares through open market purchases or otherwise in accordance with applicable
federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The repurchase program does not obligate the Company to acquire any particular amount of its ordinary shares and the program may be
modified, suspended or discontinued at any time at the Company’s discretion.
| Item 9.01. |
Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
No.
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Description
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Press Release dated November 9, 2021
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104
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Inline XBRL for the cover page of this Current Report on Form 8-K
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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.
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TRONOX HOLDINGS PLC
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Date: November 9, 2021
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By:
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/s/ Jeffrey Neuman
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Name:
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Jeffrey Neuman
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Title:
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Senior Vice President, General Counsel and Secretary
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Exhibit 99.1
With Achievement of $2.5 Billion Gross Debt Target Anticipated in Q1 2022, Tronox Announces Updated Capital Allocation Policy
Board authorizes repurchase of up to $300 million in ordinary shares
Board intends to increase the annualized dividend to $0.50 per share beginning in the first quarter of 2022
STAMFORD, Conn., November 9, 2021/PRNewswire/ – Tronox Holdings plc (NYSE:TROX) (“Tronox” or the “Company”), the world’s leading integrated manufacturer of titanium dioxide
pigment, today announced that the Company has updated its capital allocation policy following the anticipated achievement of its previously announced $2.5 billion gross debt target in the first quarter of 2022. Tronox’s Board of Directors (the
“Board”) has authorized the repurchase of up to $300 million of the Company’s ordinary shares through February 2024. The Board also announced its intention to increase the annual dividend to $0.50 per share beginning with the first quarterly dividend
in 2022. As part of its capital allocation policy, Tronox expects to continue to invest in the business through cost reduction, as well as growth- and vertical integration-related capital expenditures including projects such as newTRON and Atlas
Campaspe. Tronox intends to allocate remaining free cash flow after capital expenditures, share repurchases and dividend payments towards continued reductions in its debt. The updates announced today are consistent with the Company’s long-term
capital allocation priorities.
“Given the strength of our balance sheet, anticipated future free cash flow generation, and confidence in our long-term strategy, we believe we are well positioned to
deliver significant value to our shareholders, including through a prudently executed share repurchase program,” commented Co-Chief Executive Officer Jean-François Turgeon. “Following the expected repayment of an additional $200 million in debt
before the end of the first quarter of 2022, Tronox will have paid down approximately $800 million in debt to achieve our previously announced $2.5 billion gross debt objective ahead of our 2023 target. The share repurchase authorization reflects the
Board and management’s confidence in the future growth prospects of the Company,” added Co-Chief Executive Officer John D. Romano.
Mr. Romano concluded, “The Board’s decision to authorize this share repurchase program demonstrates the Company’s continued commitment to executing our strategy to become
an advantaged global TiO2 leader and expectations of the value this will unlock. Our transformation over the last several years and continued investment in feedstock resources to enhance and sustain our vertically integrated business model
enables our commitment to drive significant value creation for, and return capital to, our shareholders.”
The pace of repurchase activity over the program’s term will depend on a number of factors including the Company’s levels of cash generated from operations, repayments of
debt, then-current share prices and other factors. Under the repurchase program, the Company is authorized to repurchase ordinary shares through open market purchases or otherwise in accordance with applicable federal securities laws, including
through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The repurchase program does not obligate the Company to acquire any particular amount of its ordinary shares and the program may be modified,
suspended or discontinued at any time at the Company’s discretion.
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.
Cautionary Statement about 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, may include projections of our future financial performance including the effects of the COVID-19 pandemic and anticipated synergies
based on our growth and other strategies, anticipated completion of extensions and upgrades to our mining and manufacturing operations, anticipated trends in our business, anticipated costs and benefits of project newTRON and Atlas Campaspe and the
Company’s anticipated capital allocation strategy. 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, level of activity,
performance, actual synergies, or achievements to differ materially from the results, level of activity, performance, anticipated synergies or achievements expressed or implied by the forward-looking statements. Significant risks and uncertainties
may relate to, but are not limited to, business and market disruptions related to the COVID-19 pandemic, including supply chain disruptions, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as
the need to obtain Board approval for the declaration of future dividends and the authorization of additional share repurchases, 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.
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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, synergies 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 +1.636.751.4057
Investor Contact: Jennifer Guenther +1.646.960.6598
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