KRONOS WORLDWIDE ANNOUNCES EARLY RESULTS OF ITS EXCHANGE OFFER AND CONSENT SOLICITATION

Rhea-AI Summary

Kronos Worldwide, Inc. announced the early tender results for the exchange offer of 3.75% Senior Secured Notes due 2025 for 9.50% Senior Secured Notes due 2029. The aggregate principal amount of Old Notes validly tendered and not validly withdrawn is €374,035,000. The Company does not expect to accept any additional Old Notes for exchange. The Company has also received the requisite number of consents to adopt the Proposed Amendments. The Exchange Offer is subject to certain conditions and will expire on February 21, 2024.

Insights

Financial Analyst

The exchange of senior secured notes by Kronos Worldwide represents a strategic financial maneuver aimed at restructuring the company's debt profile. By offering holders of the old notes a higher coupon rate with the new notes, the company is effectively increasing its future interest obligations. This could signal a need for more immediate liquidity or an attempt to push out debt maturities. The substantial early tender result indicates a strong holder interest in the new terms, potentially due to the attractive new coupon rate.

However, this move could also increase the company's financial leverage, as reflected by the higher coupon rate of 9.50% on the new notes compared to the 3.75% on the old notes. Stakeholders should consider the impact this could have on the company's interest coverage ratio and overall risk profile. The cessation of the additional new notes offering, due to the oversubscription of the exchange offer, indicates that the company has hit its target for the debt restructuring without needing to raise further cash through new debt issuance.

Legal Expert

From a legal standpoint, the exchange offer and consent solicitation process are governed by complex securities laws and regulations. The fact that the new notes will not be registered under the Securities Act of 1933 means that they are subject to restrictions on their transferability. This could limit the liquidity of the new notes on the secondary market, affecting their attractiveness to potential investors.

Additionally, the adoption of proposed amendments to the indenture governing the old notes, making them conform to the restrictive covenants of the new notes, is a significant legal action that could alter the rights of the note holders. It is essential for investors to understand these changes, as they could affect their decision to participate in the exchange offer or influence their investment strategy regarding Kronos Worldwide's debt securities.

Market Research Analyst

Examining the broader market implications, the increase in the coupon rate to 9.50% may reflect current market conditions and investor sentiment towards credit risk. This rate is notably higher than the previous 3.75%, suggesting that investors require a greater return to compensate for perceived risks associated with the company or the industry. The successful early participation indicates a market appetite for higher-yielding debt amidst the current economic climate.

Industry norms for debt exchange offers often involve weighing the benefits of improved liquidity and extended maturities against the cost of higher interest rates. Companies in similar sectors may observe the market's reception to Kronos Worldwide's exchange offer as a gauge for their own potential restructuring activities. The market's response to this exchange offer could influence future corporate debt restructuring strategies within the industry.

DALLAS, TEXAS, Feb. 05, 2024 (GLOBE NEWSWIRE) -- Kronos Worldwide, Inc. (NYSE: KRO) (the “Company”) today announced the early tender results in connection with the previously announced (i) offer to certain eligible holders to exchange up to €325 million principal amount of the outstanding 3.75% Senior Secured Notes due 2025 (the “Old Notes”) of Kronos International, Inc., the Company’s wholly-owned subsidiary (the “Issuer”), for newly issued 9.50% Senior Secured Notes due 2029 of the Issuer (the “New Notes”) plus additional cash consideration, upon the terms and conditions set forth in a Confidential Exchange Offering Memorandum and Consent Solicitation Statement dated January 23, 2024 (the “Exchange Offer”) and (ii) solicitation of consents by such eligible holders to adopt certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Existing Indenture”), which would conform the restrictive covenants in the Existing Indenture to the restrictive covenants of the New Notes (the “Consent Solicitation”).

The aggregate principal amount of Old Notes validly tendered and not validly withdrawn in connection with the Exchange Offer as of 5:00 p.m. Central European Time, on February 5, 2024 (the “Early Participation Expiration Date”) is listed in the table below. Tendered Old Notes may no longer be withdrawn except under limited circumstances as required by law.

Old Notes to be Exchanged: 3.75% Senior Secured Notes due 2025 Principal Amount Outstanding Prior to the Exchange Offer: €400,000,000 Maximum Acceptance Amount: As described below(1) Old Note ISIN: XS1680282453 (144A) / XS1680281133 (Reg S) Old Note Common Code: 168028245 (144A) / 168028113 (Reg S)
New Notes Description	New Notes Coupon	Maturity Date	Exchange Offer Consideration per €1,000 Old Notes Tendered on or prior to the Early Participation Expiration Date	Aggregate Principal Amount Tendered at the Early Participation Expiration Date	Aggregate Principal Amount Accepted at the Early Participation Expiration Date
9.50% Senior Secured Notes due 2029	9.50%	March 15, 2029	€850 principal amount of New Notes plus a cash payment in an amount equal to €150(2)	€374,035,000(3)	€325,000,000

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(1)	The “Maximum Acceptance Amount” means the maximum amount of Old Notes that will be accepted in the Exchange Offer, which shall be the principal amount of Old Notes that can be accepted for exchange in the Exchange Offer without exceeding €325,000,000 in aggregate principal amount of Old Notes exchanged in connection with the Exchange Offer or redeemed in connection with the Additional New Notes Offering (as defined below) and the application of the proceeds thereof.
(2)	Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.
(3)	The aggregate principal amount of all Old Notes validly tendered and not validly withdrawn by the Early Participation Expiration Date exceeds the Maximum Acceptance Amount. Therefore, the Company does not expect to accept any additional Old Notes for exchange.

Although the Exchange Offer is scheduled to expire at 5:00 p.m., Central European Time, on February 21, 2024, because the aggregate principal amount of Old Notes validly tendered and not validly withdrawn by the Early Participation Expiration Date exceeds the Maximum Acceptance Amount, the Company does not expect to accept for exchange any tenders of Old Notes after the Early Participation Expiration Date. Any Old Notes tendered after the Early Participation Expiration Date will be promptly credited to the account of the holder thereof maintained at either Euroclear Bank SA/NV or Clearstream Banking, S.A., Luxembourg, and otherwise returned in accordance with the Exchange Offer. Old Notes validly tendered for exchange and not validly withdrawn on or prior to the Early Participation Expiration Date will be accepted in accordance with the proration procedures outlined in the Confidential Exchange Offering Memorandum and Consent Solicitation Statement.

The Company has received the requisite number of consents to adopt the Proposed Amendments with respect to the Old Notes that are subject to the Exchange Offer and Consent Solicitation. Accordingly, it is expected that the Company and the trustee for the Old Notes will execute and deliver a supplemental indenture to amend the Existing Indenture effecting the Proposed Amendments, which supplemental indenture will become operational on the early settlement date, which is expected to be on February 12, 2024.

As previously announced, concurrently with, but separate from, the Exchange Offer, the Issuer was offering for purchase up to €50 million aggregate principal amount of 9.50% Senior Secured Notes due 2029 (the “Additional New Notes”) pursuant to a Confidential Offering Memorandum dated January 23, 2024 (the “Additional New Notes Offering”), with such Additional New Notes to be fungible with the New Notes issued in the Exchange Offer, and with proceeds to be used to effect certain redemptions of Old Notes remaining outstanding after the Early Participation Expiration Date. Since Old Notes were tendered in an aggregate amount exceeding the Maximum Acceptance Amount, the Issuer is terminating the Additional New Notes Offering.

The Issuer will not receive any cash proceeds from the issuance and delivery of the New Notes in connection with the Exchange Offer. The Old Notes surrendered in connection with the Exchange Offer will be retired and cancelled and will not be reissued.

The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state of other jurisdiction of the United States.

The Exchange Offer is subject to the satisfaction or waiver of certain conditions and will expire at 5:00 p.m., Central European Time, on February 21, 2024 (unless extended).

This press release does not constitute an offer to sell or purchase, a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, purchase or sale would be unlawful. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Confidential Exchange Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

About the Company

Kronos Worldwide, Inc., incorporated in Delaware in 1989, is a leading global producer and marketer of value-added titanium dioxide pigments, or TiO₂, a base industrial product used in a wide range of applications. The Company, along with its distributors and agents, sells and provides technical services for its products to approximately 3,000 customers in 100 countries with the majority of its sales in Europe, North America and the Asia Pacific region. The Company believes it has developed considerable expertise and efficiency in the manufacture, sale, shipment and service of its products in domestic and international markets.

Forward Looking Statements

The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. These forward-looking statements include, among others, statements about the potential outcome or effect of the Exchange Offer. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. The factors that could cause actual future results to differ materially include, but are not limited to, the following:

• future supply and demand for the Company’s products;
• the Company’s ability to realize expected cost savings from strategic and operational initiatives;
• the extent of the dependence of certain of the Company’s businesses on certain market sectors;
• the cyclicality of the Company’s business;
• customer and producer inventory levels;
• unexpected or earlier-than-expected industry capacity expansion;
• changes in raw material and other operating costs (such as energy and ore costs);
• changes in the availability of raw materials (such as ore);
• general global economic and political conditions that harm the worldwide economy, disrupt the Company’s supply chain, increase material and energy costs or reduce demand or perceived demand for its TiO₂ products or impair the Company’s ability to operate its facilities (including changes in the level of gross domestic product in various regions of the world, natural disasters, terrorist acts, global conflicts and public health crises such as COVID-19);
• operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, cyber-attacks, certain regional and world events or economic conditions and public health crises such as COVID-19);
• competitive products and substitute products;
• customer and competitor strategies;
• potential consolidation of competitors;
• potential consolidation of customers;
• the impact of pricing and production decisions;
• competitive technology positions;
• potential difficulties in upgrading or implementing accounting and manufacturing software systems;
• the introduction of trade barriers or trade disputes;
• fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone), or possible disruptions to the Company’s business resulting from uncertainties associated with the euro or other currencies;
• the Company’s ability to renew or refinance credit facilities;
• changes in interest rates;
• the Company’s ability to maintain sufficient liquidity;
• the ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform;
• the Company’s ability to utilize income tax attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria;
• environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities);
• government laws and regulations and possible changes therein including new environmental, health and safety or other regulations (such as those seeking to limit or classify TiO₂ or its use); and
• pending or possible future litigation or other actions
  
  

Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. The Company disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

** The Company **
Kronos Worldwide, Inc. 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, USA

** The Issuer **
Kronos International, Inc. 5430 LBJ Freeway, Suite 1700, Dallas, TX 75240, USA

** The Dealer Manager and Solicitation Agent **
Deutsche Bank AG, London Branch: +44 20 7545 8011 (UK Number) / +1 (855) 287-1922 (Call U.S. Toll-Free) / +1 (212) 250-7527 (US Call Collect)

Investor Relations Contact:        
Bryan A. Hanley
Senior Vice President & Treasurer

Tel: (972) 233-1700

FAQ

What is the purpose of the exchange offer announced by Kronos Worldwide, Inc.?

The exchange offer is to exchange 3.75% Senior Secured Notes due 2025 for 9.50% Senior Secured Notes due 2029, plus additional cash consideration.

What is the aggregate principal amount of Old Notes validly tendered and not validly withdrawn?

The aggregate principal amount of Old Notes validly tendered and not validly withdrawn is €374,035,000.

When will the Exchange Offer expire?

The Exchange Offer will expire on February 21, 2024.

What happens if Old Notes are tendered after the Early Participation Expiration Date?

Old Notes tendered after the Early Participation Expiration Date will be promptly credited to the account of the holder and otherwise returned in accordance with the Exchange Offer.

Are the New Notes registered under the Securities Act of 1933?

No, the New Notes have not been and will not be registered under the Securities Act of 1933.