KRONOS WORLDWIDE, INC. ANNOUNCES PRIVATE OFFERING OF AN ADDITIONAL €75 MILLION OF 9.50% SENIOR SECURED NOTES DUE 2029

Rhea-AI Summary

Kronos Worldwide (NYSE: KRO) announced a private offering of €75 million in additional 9.50% Senior Secured Notes due 2029 through its subsidiary, Kronos International. These notes will supplement the existing €276,174,000 in notes issued on February 12, 2024. The new notes will have identical terms to the existing ones, except for the issue date and price. Kronos Worldwide and its domestic subsidiaries will fully guarantee the notes, which will be secured by first-priority interests in certain company assets.

The offering's completion depends on market conditions. Proceeds will be used to repay part of Kronos' global revolving credit facility with Wells Fargo, which was used for the recent acquisition of the remaining equity in Louisiana Pigment Company, a TiO2 production facility. This private placement is only available to qualified institutional buyers and non-U.S. persons in offshore transactions, in compliance with Securities Act regulations.

Positive

• Raising €75 million in additional capital through senior secured notes
• Proceeds to be used for repaying a portion of the global revolving credit facility
• Acquisition of remaining equity in Louisiana Pigment Company, expanding TiO2 production capacity

Negative

• Increased debt load with 9.50% interest rate on new notes
• Potential dilution of existing shareholders' value
• Offering to qualified institutional buyers and non-U.S. persons, excluding retail investors

Dallas, Texas, July 23, 2024 (GLOBE NEWSWIRE) -- Kronos Worldwide, Inc. (NYSE: KRO) (the “Company”) announced today that it is seeking to raise debt capital through a private offering of €75 million aggregate principal amount of additional 9.50% Senior Secured Notes due 2029 (the “Notes”) by its wholly-owned subsidiary, Kronos International, Inc. (“KII”). The Notes are being offered as additional notes to the existing €276,174,000 aggregate principal amount of 9.50% Senior Secured Notes due 2029 that KII issued on February 12, 2024 (the “Existing Notes”). Other than with respect to the date of issuance and issue price, the Notes will have the same terms as the Existing Notes. The Notes will be maintained under the same ISIN and Common Code numbers as the Existing Notes, except that the Notes issued pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), will trade separately under different ISIN and Common Code numbers until 40 days after the issue date of the Notes, but thereafter, the Notes issued pursuant to Regulation S will be maintained under the same ISIN and Common Code numbers as the Existing Notes issued pursuant to Regulation S.

The Notes will be fully and unconditionally guaranteed, jointly and severally, on a senior basis by the Company and each of its direct and indirect domestic, wholly-owned subsidiaries (other than the Issuer, the “Guarantors”), subject to certain exceptions and secured by first-priority security interests in certain assets of the Company and the Guarantors.

The completion of the offering depends on several factors, including market conditions. The Company intends to use the proceeds of the offering, after payment of fees and expenses, to repay a portion of its global revolving credit facility with Wells Fargo, on which it drew in connection with its recently announced acquisition of the remaining equity interest that it did not already own of Louisiana Pigment Company. L.P., a chloride-process TiO₂ production facility located in Lake Charles, LA which the Company had previously operated as a 50% owned joint venture with Venator Materials.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy any of the Notes nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful without registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

The Notes and related guarantees subject to the private placement have not been and will not be registered under the Securities Act, or any state securities laws, and will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and in offshore transactions to non-U.S. persons (within the meaning of Regulation S) outside the U.S. that are not “retail investors” residing in a member state of the EEA or the UK. The Notes and related guarantees may not be offered or sold in the United States or to U.S. persons except pursuant to registration under or an exemption from the registration requirements of the Securities Act and applicable state securities laws.

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 press 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 notes offering or the use of proceeds therefrom. Although Kronos believes 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, uncertainties relating to market conditions for corporate debt securities generally and for the securities of specialty chemical companies and for Kronos in particular. Such factors also include those identified in the Company’s most recent annual and quarterly reports filed with the Securities and Exchange Commission.

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This news release is for informational purposes only and is not an offer to sell, or the solicitation of an offer to buy, securities.

Investor Relations Contact

Bryan A. Hanley
Senior Vice President and Treasurer
Tel. 972-233-1700

FAQ

What is the purpose of Kronos Worldwide's (KRO) €75 million note offering?

Kronos Worldwide (KRO) is offering €75 million in additional notes to repay part of its global revolving credit facility with Wells Fargo, which was used to acquire the remaining equity in Louisiana Pigment Company, a TiO2 production facility.

What are the terms of Kronos Worldwide's (KRO) new €75 million note offering?

The new €75 million notes will have the same 9.50% interest rate and 2029 maturity as the existing €276,174,000 notes issued on February 12, 2024. They will differ only in issue date and price.

How will Kronos Worldwide (KRO) secure the new €75 million notes?

The €75 million notes will be fully guaranteed by Kronos Worldwide and its domestic subsidiaries, secured by first-priority interests in certain company assets.

Who is eligible to participate in Kronos Worldwide's (KRO) €75 million note offering?

The offering is to qualified institutional buyers and non-U.S. persons in offshore transactions, in compliance with Securities Act regulations. Retail investors in the EEA or UK are excluded.