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Tronox Announces Proposed Offering of Senior Notes

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Tronox Holdings plc (NYSE: TROX) announced the intention of its wholly owned subsidiary, Tronox Incorporated, to offer $625 million in senior notes due 2029. The proceeds will be utilized to redeem existing 6.500% senior notes due 2026. The offering is targeted at qualified institutional buyers under Rule 144A and non-U.S. persons outside the United States. The notes will not be registered under the Securities Act, implying restrictions on their sale within the U.S.

Positive
  • Proceeds from the offering will finance redemption of existing senior notes, potentially reducing interest expenses.
Negative
  • The offering may lead to shareholder dilution if additional debt impacts existing equity.
  • The senior notes are not registered under the Securities Act, limiting the marketability.

STAMFORD, Conn., March 1, 2021 /PRNewswire/ -- Tronox Holdings plc (NYSE: TROX) ("Tronox" or the "Company") today announced that Tronox Incorporated (the "Issuer"), a wholly owned subsidiary of the Company, intends to offer, subject to market and other considerations, $625 million aggregate principal amount of senior notes due 2029 (the "Notes").  The Company expects to use the net proceeds from the offering, along with cash on hand, to finance the redemption of the Issuer's outstanding 6.500% senior notes due 2026.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

The Notes will not be 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.

This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 nearly 7,000 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.

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 operations, and anticipated trends in our business. 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, market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as 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.

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
Direct: +1 636.751.4057

Investor Contact: Jennifer Guenther
Direct: +1.646.960.6598

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/tronox-announces-proposed-offering-of-senior-notes-301237292.html

SOURCE Tronox Holdings plc

FAQ

What is the purpose of Tronox's $625 million senior notes offering?

Tronox intends to use the proceeds to redeem its existing 6.500% senior notes due 2026.

Who can invest in the senior notes offered by Tronox?

The notes are being offered only to qualified institutional buyers and non-U.S. persons outside the United States.

When are the senior notes due for Tronox?

The senior notes are due in 2029.

What are the risks associated with the senior notes offering by Tronox?

The notes may not be registered under the Securities Act, restricting their sale, and they could cause shareholder dilution.

What is the expected impact of the senior notes offering on Tronox's existing debt?

The offering is expected to finance the redemption of existing senior notes, which may lower interest expenses.

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