Tronox Holdings plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

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): September 26, 2025

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

 

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:

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

 

On September 26, 2025, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), closed an offering of $400,000,000 aggregate principal amount of its 9.125% senior secured notes due 2030 (the “Notes”). The Notes were offered at par and issued under an indenture dated as of September 26, 2025 (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 in its capacity as trustee  (the “Trustee”) and collateral agent. 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 March 31 and September 30 of each year beginning on March 31, 2026. The Notes are scheduled to mature on September 30, 2030, subject to a springing maturity date that is 91 days prior to the stated maturity date of the Company’s 4.625% senior unsecured notes due 2029 (the “Existing Unsecured Notes”), if on such date, the aggregate principal amount of Existing Unsecured Notes outstanding is greater than $250 million. 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 September 30, 2027 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 September 30, 2027 at the redemption prices (expressed as percentages of the principal amount of Notes being redeemed) of 104.563% for the twelve month period commencing September 30, 2027 and 102.281% for the twelve-month period commencing September 30, 2028, and from September 30, 2029 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 September 30, 2027, the Issuer may redeem up to 40% of the Notes following certain equity offerings, at a redemption price of 109.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date provided that certain conditions as described in the Indenture are met. Prior to September 30, 2027, the Issuer may redeem during each calendar year, commencing with this calendar year, up to 10% of the aggregate principal amount of the Notes then outstanding, at a redemption price equal to 103.00% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, 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.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

(d)      Exhibits.

---