TRONOX HOLDINGS PLC: entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, statements financials and exhibits (Form 8-K)

Item 1.01. Concluding a significant definitive agreement

2022 Supplemental Term Loan Facility

At April 4, 2022, Tronox Finance LLC (the “Borrower”), indirect parent company of the Borrower, Tronox Holdings plc (the “Company”), certain of the Company’s subsidiaries, the additional term lender thereto, and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent, has entered into Amendment No. 1 to the Amended and Restated Senior Credit Agreement (the “Amendment”). The Amendment provides the Borrower with a new, additional seven-year term loan facility (the “2022 Additional Term Loan Facility” and, loans thereunder, the “2022 Additional Term Loans ”) under its credit agreement (as defined below) in an aggregate amount initial principal amount of
$400,000,000.

The Amendment modifies that certain First Lien Forward Credit Agreements, dated September 22, 2017 (as amended by this Amendment No. 1 and Waiver of Senior Term Credit Agreement, dated February 26, 2019 and by this addendum No. 2 to the senior term credit agreement, dated March 22, 2019and as amended and restated by this Addendum No. 3 to the Senior Term Facility Agreement, dated March 11, 2021the “Existing Credit Agreement” and, as modified by the Amendment, the “Credit Agreement”), between the Borrower, the Company, certain subsidiaries of the Company, the lenders who are parties thereto from time to other and HSBC Bank USA, National Associationas Administrative Agent and Collateral Agent.

The Borrower’s obligations under the 2022 Supplemental Term Loan Facility are secured and secured by the same guarantees and liens under the existing credit agreement. Additional 2022 term loans are a separate class of loans under the credit agreement, and if the borrower elects to prepay optionally under the credit agreement or is required to prepay mandatory under the credit agreement, the borrower may, in each case, select the category or categories of loans to be prepaid.

The 2022 Supplemental Term Loans will amortize in equal quarterly installments of an aggregate annual amount equal to 1.0% of the original principal amount of the 2022 Supplemental Term Loans commencing in the second full fiscal quarter after the date of effectiveness of the 2022 Supplemental Term Loan Facility. The final maturity of the 2022 Supplemental Term Loans will occur on the seventh anniversary of the effective date of the 2022 Supplemental Term Loan Facility. 2022 Supplemental Term Loan Agreement allows for amendments to it whereby individual lenders may extend the maturity date of their outstanding loans at the request of the borrower without the consent of any other lender, so long as certain conditions are met. The 2022 Incremental Term Loans will bear interest, at the option of the Borrower, either at the base rate or at the SOFR rate, plus in each case an applicable margin. The applicable margin for the 2022 Incremental Term Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. Additional 2022 term loans have a floor interest rate of 0.50%.

The 2022 Additional Term Loan Facility contains the same negative covenants applicable to term loans outstanding under the existing Credit Agreement immediately prior to the entry into force of the Amendment, which covenants, subject to certain limitations, thresholds and exceptions, limit the company and its restricted subsidiaries to (among other restrictions): incur debt; grant privileges; pay dividends and make subsidiary distributions and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain changes to material documents (including organizational documents).

The 2022 Supplemental Term Loan Facility also contains the same representations and warranties, affirmative covenants and events of default applicable to term loans outstanding under the existing Credit Agreement immediately before the Amendment becomes effective. If an Event of Default occurs under the Credit Agreement, the Majority Lenders, through the Administrative Agent, may (a) declare the 2022 Additional Term Loans (and all other loans) immediately due and/or (b) exclude on the guarantee guaranteeing the obligations under the credit agreement.

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

Use of proceeds from the 2022 Supplemental Term Loan Facility

Proceeds from the additional 2022 term loans were used to April 4, 2022together with available cash, to redeem all outstanding 6.500% Senior Secured Notes due 2025 (the “2025 Senior Secured Notes”) issued by Tronox Incorporated under the trust deed dated May 1, 2020 with Wilmington Trust, National Association, as trustee and collateral agent and to pay transaction fees and expenses. As part of this buyout, all sureties and privileges granted to Wilmington Trust, National Associationwere automatically terminated and discharged.

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Section 1.02. Termination of a Material Definitive Agreement

The information set out in point 1.01 above is incorporated by reference in this point 1.02.

Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.

The information set out in point 1.01 above is incorporated by reference in this point 2.03.

Item 8.01. Other events

Attached as Exhibit 99.1 is a copy of a Company press release, dated
April 4, 2022announcing the closing of the 2022 Supplemental Term Loan Facility and the repayment of the 2025 Senior Secured Notes.

Item 9.01. Financial statements and supporting documents.



(d)    Exhibits.

Exhibit     Description
No.

  10.1   Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated
         as of April 4, 2022, with the incremental term lender party thereto, and
         HSBC Bank USA, National Association, as administrative agent and collateral
         agent.
  99.1   Press Release, dated April 4, 2022 regarding closing of 2022 Incremental
         Term Loan Facility and redemption of 2025 Senior Secured Notes.
104      The cover page from this Current Report on Form 8-K, formatted in Inline
         XBRL.



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