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).
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.
☐
Purchase Agreement
On May 14, 2020, Tronox Holdings plc, a public limited company
incorporated under the laws of England and Wales (the “Company”),
Tronox Titanium Holdings AS, a Norwegian corporation and a
wholly-owned indirect subsidiary of the Company (“Purchaser”),
Eramet S.A., a
société anonyme incorporated in France (“Eramet”), and Tizir
Limited, a private limited company incorporated under the laws of
England and Wales (“Seller”), entered into a binding stock purchase
agreement (the “Purchase Agreement”), pursuant to which the
Purchaser agreed to purchase 100% of the issued share capital of
Tizir Titanium & Iron AS, a Norwegian incorporated entity and a
wholly-owned subsidiary of the Seller (the “Business”), for a
purchase price of $300.4 million in cash plus interest at 3% per
annum from December 31, 2019 until the date of completion (the
“Transaction”).
Conditions to the Transaction
The parties’ obligations to complete the Transaction are subject to
certain customary closing conditions, including:
The Purchase Agreement sets out a long stop date of May 13, 2021
(the “Initial Long Stop Date”), or such later date as the parties
may mutually agree, for the completion of the Transaction.
The Purchase Agreement provides that the Purchaser must pay to the
Seller a termination fee of $18 million if the Purchase Agreement
is terminated as a result of a failure to satisfy certain
regulatory approvals
set out in the Purchase Agreement prior to the Initial Long
Stop Date
or if all conditions to closing have been satisfied by the Initial
Longstop Date, but the Purchaser fails to comply with its
completion obligations (the “Termination Payment”). The Purchase
Agreement further provides that the Initial Long Stop Date may
be extended by the Purchaser until August 13, 2021 and
then November 13, 2021 (each a “Long Stop Date Extension”),
and that the Termination Payment shall be increased by $1 million
following each Long Stop Date Extension (provided that the amount
of the Termination Payment shall not exceed $20 million). The
parties have agreed that the Termination Payment will be deposited
in an escrow account.
Other Terms of the Transaction
The parties have each made customary warranties and covenants in
the Purchase Agreement that are subject to specified exceptions and
qualifications contained in the Purchase Agreement. The covenants
include, among others, the Seller’s obligation to operate the
Business in the usual and ordinary course consistent with past
practice in the period between the date of execution of the
Purchase Agreement and the completion of the Transaction and not to
take certain specified actions during such period. Under the
Purchase Agreement, the Seller and Purchaser also agree to
indemnify one another against certain losses, with certain
specified exceptions and limitation.
The Company has agreed to guarantee the payment and performance
obligations of the Purchaser under the Purchase Agreement and will
fund the Transaction through existing cash reserves.
Simultaneous with the closing of the Transaction, the parties will
enter into certain ancillary agreements including a transitional
services agreement and an ilmenite supply agreement.
The foregoing description of the Purchase Agreement does not
purport to be complete, and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which will be
filed as an amendment to this Current Report on Form 8-K as Exhibit
2.1 and will be incorporated herein by reference.
On May 14, 2020, the Company issued a press release, a copy of
which is furnished hereto as Exhibit 99.1, announcing that it has
entered into a definitive agreement pursuant to which Buyer has
agreed to acquire the Business.
Such information, including the Exhibit 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.
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 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,
the risk that a regulatory approval that may be required for the
Transaction is delayed, is not obtained or is obtained subject to
conditions that are not anticipated; the risk that the Transaction
does not close or that the Transaction Agreement is terminated; the
risk that expected synergies, operating efficiencies and other
benefits expected from the Transaction will not be realized or will
not be realized within the expected time period; 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 (SEC).
(d) Exhibits.
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.
