Item 1.01.
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Entry Into a Material Definitive Agreement
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On May 1, 2020, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), closed
an offering of $500,000,000 aggregate principal amount of its 6.500% senior secured notes due 2025 (the “Notes”). The Notes were offered at par and issued under an indenture dated as of May 1, 2020 (the “Indenture”) among the Issuer and the Company
and, as described below, certain of the Company’s restricted subsidiaries as guarantors and Wilmington Trust, National Association (the “Trustee”). The Notes were offered and sold by the Issuer in reliance on an exemption pursuant to Rule 144A and
Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold
in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company’s restricted subsidiaries,
subject to certain exceptions. The Notes and related guarantees are the senior secured obligations of the Issuer, the Company and the guarantors. Interest is payable on the Notes on May 1 and November 1 of each year beginning on November 1, 2020
until their maturity date of May 1, 2025. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur
indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.
The Indenture provides for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of
principal or interest; breach of other covenants in the Indenture; payment or other related defaults by the Issuer, the Company or a significant subsidiary under certain other indebtedness; the failure of any guarantee of the Notes by the Company or
any significant subsidiary to be in full force and effect (except as otherwise permitted under the Indenture); and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods
specified, the Trustee or the holders of at least 30% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.
The Issuer may redeem some or all of the Notes at any time before May 1, 2022 at a redemption price equal to 100% of the aggregate principal amount of the
Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest up to, but excluding, the redemption date. The Issuer also has the option to redeem all or a portion of the Notes at any time on or after May 1, 2022 at the redemption
prices of 103.250% and 101.625% in years 2022 and 2023, respectively, and thereafter at 100.00%, in each case plus any accrued and unpaid interest, up to, but excluding, the redemption date. In addition, prior to May 1, 2022, the Issuer may redeem up
to 40% of the Notes from the proceeds of certain equity offerings, at a redemption price of 106.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. If the Company experiences
certain changes of control specified in the Indenture, it must offer to purchase the Notes at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.
The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to such documents. The
Indenture and form of global note are included as part of Exhibit 4.1 filed herewith.