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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2021

TRONOX HOLDINGS PLC

(Exact Name of Registrant as Specified in Its Charter)

(203) 705-3800

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

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).

Emerging growth company ☐

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. ☐

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On March 15, 2021, Tronox Incorporated, a Delaware corporation (the “Issuer”), a wholly owned indirect subsidiary of Tronox Holdings plc (the “Company”), closed an offering of $1,075,000,000 aggregate principal amount of its 4.625% senior notes due 2029 (the “Notes”). The Notes were offered at par and issued under an indenture dated as of March 15, 2021 (the “Indenture”) among the Issuer and the Company and, as described below, certain of the Company’s restricted subsidiaries as guarantors and Wilmington Trust, National Association (the “Trustee”). The Notes were offered and sold by the Issuer in reliance on an exemption pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related guarantees have not been 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.

The Indenture and the Notes provide, among other things, that the Notes are guaranteed by the Company and certain of the Company’s restricted subsidiaries, subject to certain exceptions. The Notes and related guarantees are the senior obligations of the Issuer, the Company and the guarantors. Interest is payable on the Notes on March 15 and September 15 of each year beginning on September 15, 2021 until their maturity date of March 15, 2029. The terms of the Indenture, among other things, limit, in certain circumstances, the ability of the Issuer and the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets.

The Indenture provides for customary events of default which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; breach of other covenants in the Indenture; payment or other related defaults by the Issuer, the Company or a significant subsidiary under certain other indebtedness; the failure of any guarantee of the Notes by the Company or any significant subsidiary to be in full force and effect (except as otherwise permitted under the Indenture); and certain events of bankruptcy or insolvency. Generally, if an event of default occurs and is not cured within the time periods specified, the Trustee or the holders of at least 30% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

The Issuer may redeem all or a portion of the Notes at any time before March 15, 2024 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed plus a “make-whole” premium and accrued and unpaid interest up to, but excluding, the redemption date. On or after March 15, 2024, 2025, and 2026, respectively, the Issuer may redeem all or a portion of the Notes at the redemption price of 102.313%, 101.156% and 100.000%, respectively, in each case plus accrued and unpaid interest, up to, but excluding, the redemption date.  In addition, prior to March 15, 2024, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes on one or more occasions following an equity offering at a redemption price of 104.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date, provided that certain conditions are met, and any amount payable in any such redemption can be funded from any source.  If the Company experiences certain changes of control specified in the Indenture, it must offer to purchase the Notes at a redemption price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, up to, but excluding, the redemption date.

The foregoing description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to such documents. The Indenture and form of global note are included as part of Exhibit 4.1 filed herewith.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Redemption of the 6.500% Senior Notes due 2026.

On February 26, 2021, the Company delivered to the trustee for delivery to holders of the Issuer’s 6.500% Senior Notes due 2026 (the “2026 Notes”) a conditional notice to redeem, subject to the satisfaction of the conditions described therein, on March 31, 2021 (the “Redemption Date”) all of the Issuer’s outstanding $615 million aggregate principal amount of 2026 Notes at a redemption price equal to 100% of the principal amount of the 2026 Notes, plus a “make-whole” premium, plus accrued and unpaid interest to, but not including the Redemption Date. The consummation of the offering of the Notes on March 15, 2021 satisfied the condition to such redemption. This Current Report on Form 8-K does not constitute a notice of redemption.

Redemption of the 5.750% Senior Notes due 2025.

On March 1, 2021, the Company delivered to the trustee for delivery to holders of Tronox Finance plc’s 5.750% Senior Notes due 2025 (the “2025 Notes”) a conditional notice to redeem, subject to the satisfaction of the conditions described therein, on April 1, 2021 (the “Redemption Date”) all of the outstanding $450 million aggregate principal amount of the 2025 Notes at a redemption price equal to 104.313% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to, but not including the Redemption Date. The consummation of the offering of the Notes on March 15, 2021 satisfied the condition to such redemption. This Current Report on Form 8-K does not constitute a notice of redemption.

(d)      Exhibits.

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