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): December 18, 2024

 

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

England and Wales	001-35573	98-1467236
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100		Laporte Road, Stallingborough
Stamford, Connecticut 06901		Grimsby, North East Lincolnshire, DN40 2PR, UK

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 ☐

 

Term Loan Repricing

On December 18, 2024, Tronox Finance LLC (the “Borrower”), an indirect subsidiary of Tronox Holdings plc (the “Company”), together with the Company and certain of the Company’s subsidiaries, entered into Amendment No. 7 to Amended and Restated First Lien Credit Agreement (the “Repricing Amendment”) to the Existing Credit Agreement (as defined below) with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The Repricing Amendment amended that certain Amended and Restated First Lien Credit Agreement, dated as of March 11, 2021 (as amended prior to the effectiveness of the Repricing Amendment, the “Existing Credit Agreement”) among the Borrower, the Company, certain of the Company’s subsidiaries, the lenders party thereto from time to time and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent.

The Repricing Amendment amended the 2024 Other Term Loans as in effect under the Existing Credit Agreement (the “Repriced Term Loans”) by (i) reducing the applicable rate per annum applicable thereto by 50 basis points to 1.25% per annum for base rate loans or 2.25% per annum for SOFR rate loans and (ii) implementing certain mechanical and other related changes. The aggregate principal amount of the Repriced Term Loans outstanding as of the effective date of the Repricing Amendment was equal to $741,150,000.

The maturity date of the Repriced Term Loans remained April 4, 2029, and the obligations thereunder continue to be guaranteed and secured by the same guarantees and liens as in effect prior to the effective date of the Repricing Amendment. The Repriced Term Loans continue to benefit from the same representations and warranties, negative covenants, affirmative covenants, and events of default as in effect prior to the effective date of the Repricing Amendment.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Repricing Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

(d)    Exhibits.