Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2021
(Exact Name of Registrant as Specified in Its Charter)
England and Wales
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(Commission File Number)
(IRS Employer Identification No.)

263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901
Laporte Road, Stallingborough
 Grimsby, North East Lincolnshire, DN40 2PR, UK

(Address of Principal Executive Offices) (Zip Code)
(203) 705-3800
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 8.01.
Other Events
Tronox Finance LLC, a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), intends to refinance (the “Refinancing”) its (a) First Lien Term Loan Credit Agreement, dated as of September 22, 2017 (as amended, the “Existing Term Loan Facility” ), with a new seven-year term loan facility (the “New Term Loan Facility”) in an aggregate initial principal amount of approximately $1,300,000,000, and (b) Revolving Syndicated Facility Agreement, dated as of September 22, 2017 (as amended, the “Existing ABL Facility” and, together with the Exiting Term Loan Facility, the “Existing Facilities”), with a new five-year cash flow revolving facility providing initial revolving commitments of approximately $350,000,000 (the “New Revolving Facility” and, together with the New Term Loan Facility, the “New Facilities”).  The New Facilities are intended to receive the benefit of (x) guarantees from substantially the same subsidiaries that guarantee the Existing Facilities, and (y) substantially the same collateral that secures the obligations under the Existing Facilities.

While the Refinancing is anticipated to occur in early March 2021, there can be no assurances that the New Facilities will be obtained or consummated. It is intended that the net proceeds from the New Term Loan Facility plus cash on hand will be used to, among other things, pay down debt under the Existing Term Loan Facility and payoff all debt, and terminate all commitments, under the Existing ABL Facility.

In addition, we intend to, in the near term, launch an unregistered offering of senior unsecured notes (the “New Notes”). The New Notes will be offered pursuant to a separate offering memorandum and nothing contained in this filing shall constitute an offer to sell or a solicitation of an offer to buy our New Notes. If successful, we plan to use the net proceeds from the offering of the New Notes to redeem all of our outstanding Senior Notes due 2026 (the “2026 Notes”) and to repay accrued interest and expenses. This statement is not a notice of redemption with respect to the 2026 Notes.
We cannot give any assurance that these transactions will be consummated on the terms proposed, or at all.



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.

Date: February 22, 2021
/s/ Jeffrey Neuman
Jeffrey Neuman
Senior Vice President, General Counsel and Secretary