UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) March 26, 2020
(March 26, 2020)
TRONOX HOLDINGS PLC
(Exact Name of Registrant as Specified in Its Charter)
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England and Wales
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001-35573
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98-1467236
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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263 Tresser Boulevard, Suite 1100
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Laporte Road, Stallingborough
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Stamford, Connecticut 06901
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Grimsby, North East Lincolnshire, DN40 2PR, UK
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(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which
registered
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Ordinary shares, par value $0.01 per share
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TROX
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New York Stock Exchange LLC
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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 ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
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As previously disclosed, Tronox Holdings plc (the “Company”), and
certain of its subsidiaries, together with the other parties party
thereto, entered into a revolving syndicated facility agreement (as
amended on March 22, 2019, the “ABL Facility”), with a syndicate of
lenders and Wells Fargo Bank, National Association, as
administrative agent. The material terms of the ABL Facility
are described under “Note 15. Debt – Wells Fargo Revolver” of the
Company’s Notes to Consolidated Financial Statements, which Notes
are included in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, filed with the Securities and
Exchange Commission (the “SEC”) on March 16, 2020, and which
description is incorporated by reference herein.
At December 31, 2019, the Company had $302 million in cash and cash
equivalents and no borrowings outstanding under the ABL Facility or
its other existing revolving credit facilities, excluding issued
and undrawn letters of credit.
On March 23, 2020, the Company provided a notice to draw down $125
million of revolving credit loans under the ABL Facility, which
borrowings the Company expects to receive on March 26, 2020 in
accordance with the terms of the ABL Facility. In addition,
the Company also provided relevant notices to draw down
approximately $75 million from its other local existing revolving
credit facilities. The borrowings are a precautionary measure in
order to increase liquidity and preserve financial flexibility in
light of current uncertainties resulting from the COVID-19
pandemic. The Company intends to repay the borrowings as the
macro uncertainty subsides.
Forward-Looking Statements
Statements included herein 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 relate to, but are not
limited to, statements related to the potential impact of the
COVID-19 pandemic. 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 or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements. These and other risk
factors are discussed in the Company’s filings with the SEC,
including those under the heading entitled “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31,
2019.
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 or achievements. 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 as a result of new information or future
developments.
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Item 7.01. |
Regulation FD.
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On March 26, 2020, the Company issued a press release, a copy of
which is furnished hereto as Exhibit 99.1, announcing its expected
unaudited financial results for the first quarter ended March 31,
2020. In addition, on March 26, 2020, Mr. Jeffry Quinn, the
Company’s Chairman and Chief Executive Officer, will be
participating on an analyst conference call. During such conference
call, Mr. Quinn will refer to the investor presentation included as
Exhibit 99.2 to this Form 8-K.
Such information, including the Exhibits attached hereto, shall not
be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
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Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Press Release, dated March
26, 2020.
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Analyst Presentation,
dated March 26, 2020.
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104
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Inline XBRL for the cover page of this Current Report on Form
8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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TRONOX HOLDINGS PLC
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Date: March 26, 2020
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By:
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/s/ Jeffrey Neuman
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Name: Jeffrey Neuman
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Title: Senior Vice President, General Counsel and Secretary
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