Tronox Announces Proposed Offering of Senior Secured Notes

Rhea-AI Summary

Tronox Holdings plc (NYSE:TROX), a leading global producer of titanium products, has announced that its subsidiary Tronox Incorporated plans to offer senior secured notes due 2030. The notes will be offered to qualified institutional buyers under Rule 144A and to certain offshore investors under Regulation S of the Securities Act.

The company intends to use the proceeds to repay existing revolving credit facilities and cover offering-related expenses, with any remaining funds allocated for general corporate purposes. The offering's completion is subject to market conditions, and the notes will not be registered under the Securities Act.

Positive

• Potential debt refinancing could improve financial flexibility
• Opportunity to optimize capital structure through revolving credit facility repayment
• Company maintains strong market position as leading titanium dioxide producer

Negative

• Additional debt could increase company's leverage
• Notes offering subject to market conditions, indicating execution uncertainty
• Current macroeconomic challenges and geopolitical risks noted in forward-looking statements

Insights

Corporate Finance Specialist

Tronox's debt refinancing could improve its financial flexibility and liquidity position despite maintaining similar debt levels.

Tronox is undertaking a strategic debt refinancing by offering senior secured notes due 2030, which appears designed to restructure rather than significantly reduce the company's overall debt burden. The key aspect here is that the proceeds will be used primarily to repay existing revolving credit facilities rather than to fund expansion or operations.

This financial maneuver likely serves several purposes: extending debt maturities to 2030, potentially securing more favorable interest terms in the current rate environment, and converting revolving credit (which typically has variable rates) to fixed-rate notes. For a capital-intensive business like titanium dioxide production, managing debt structure is particularly important given the industry's cyclicality.

The secured nature of these notes is significant - it means the debt will be backed by company assets, which typically allows for better terms but also encumbers those assets. While this doesn't necessarily change Tronox's overall leverage ratio, it could improve near-term liquidity by freeing up revolving credit facilities that can then be drawn upon as needed in the future.

This refinancing comes against a backdrop of acknowledged macroeconomic challenges mentioned in their forward-looking statements, including inflation, energy costs, and geopolitical tensions - suggesting proactive financial management during uncertain times. For Tronox, with operations across six continents and approximately 6,500 employees, maintaining financial flexibility is crucial given their exposure to global economic conditions and titanium dioxide market cyclicality.

STAMFORD, Conn., Sept. 15, 2025 /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, senior secured notes due 2030 (the "Notes") 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 to certain persons in offshore transactions pursuant to Regulation S under the Securities Act. The Company expects to use the net proceeds from this offering to repay existing borrowings under certain of the Company's revolving credit facilities and to pay fees and expenses related to this offering, with any excess proceeds used for other general corporate purposes. The consummation of the Notes offering is subject to market and other customary conditions.

The Notes and related guarantees 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 to buy any of the foregoing securities, nor shall there be any sale of the securities 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, including the rare earth-bearing mineral, monazite. With approximately 6,500 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, without limitation, statements regarding the intended conduct, timing and terms of the proposed Notes offering and any future actions by us in respect of the Notes offering. 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 to differ materially from those expressed or implied by the forward-looking statements. Significant risks and uncertainties may relate to, but are not limited to, macroeconomic conditions; policy changes affecting international trade, including import/export restrictions and tariffs;  inflationary pressures and energy costs; currency movements; political instability, including the ongoing conflicts in Eastern Europe and the Middle East and any expansion of such conflicts, and other geopolitical events; supply chain disruptions; market conditions and price volatility for titanium dioxide, zircon and other feedstock materials, as well as global and regional economic downturns, 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.

Investor Relations and Media Contact: Jennifer Guenther
+1.203.705.3701 extension: 103701 (Media)
+1.646.960.6598 (Investor Relations)

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SOURCE Tronox Holdings plc

FAQ

What is the purpose of Tronox (NYSE:TROX) senior secured notes offering in 2025?

The notes offering proceeds will be used to repay existing revolving credit facilities, cover offering expenses, and fund general corporate purposes.

When will Tronox's 2030 senior secured notes mature?

The senior secured notes are scheduled to mature in 2030, though specific terms are subject to market conditions.

Who can participate in Tronox's 2025 notes offering?

The notes are offered exclusively to qualified institutional buyers under Rule 144A and certain offshore investors under Regulation S of the Securities Act.

What is Tronox's main business operation?

Tronox is one of the world's leading producers of high-quality titanium products, including titanium dioxide pigment, specialty-grade products, and high-purity titanium chemicals, with approximately 6,500 employees across six continents.

Will Tronox's 2025 notes offering be registered under the Securities Act?

No, the notes and related guarantees will not be registered under the Securities Act or any state securities laws.