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
June 24, 2010
(Date of Report — Date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32669
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20-2868245 |
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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Identification No.) |
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| 3301 N.W. 150th Street |
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| Oklahoma City, Oklahoma
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73134 |
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| (Address of principal executive offices)
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(405) 775-5000
(Registrant’s telephone number)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, on December 24, 2009, Tronox Incorporated (“Tronox”), Tronox
Worldwide LLC (the “Borrower”) and certain subsidiaries of the Borrower entered into a
senior secured super-priority debtor-in-possession and exit credit and guaranty agreement (the
“Credit Agreement”) with the lenders from time to time party thereto (the
“Lenders”) and Goldman Sachs Lending Partners LLC (the “Agent”), as administrative
agent and collateral agent for the Lenders. The $425 million debtor in possession financing
facility (the “Replacement DIP Facility”) provided for in the Credit Agreement replaced the
Tronox’s secured debt in its entirety.
The Replacement DIP Facility provides for a flexible maturity date, which can occur as early as six
months after the closing (e.g., June 24, 2010), but can be extended during the pendency of the
bankruptcy cases for an additional six months until December 24, 2010 if Tronox exercises both of
its three-month extension options (collectively, the “Facility Extension Option”) as set
forth in the Credit Agreement. Upon consummation of Tronox’s plan of reorganization and
satisfaction of certain other conditions, the Replacement DIP Facility will convert to an exit
financing facility with a final scheduled maturity of the third anniversary of the effective date
of such plan of reorganization.
To take advantage of the two three-month extensions under the Facility Extension Option, Tronox,
among other things, must have complied with certain restructuring milestones within the originally
contemplated initial maturity date of June 24, 2010, including, among other things, (a) as a
condition precedent to the exercise of the first three-month extension under the Facility Extension
Option, the bankruptcy court must have entered an order approving Tronox’s disclosure statement on
or before June 24, 2010 (the “Disclosure Statement Condition”), (b) as a condition
precedent to the exercise of the second three-month extension under the Facility Extension Option,
the bankruptcy court must have entered an order confirming Tronox’s plan of reorganization on or
before August 31, 2010, and (c) as a condition precedent to the exercise of each extension under
the Facility Extension Option, Tronox must demonstrate the absence of any events of default and, as
a result, must have complied with all covenants in the Replacement DIP Facility, including the
requirement that on or prior to June 30, 2010, definitive environmental settlement documentation
must be binding on and enforceable against government environmental claimants, subject only to
entry of a confirmation order by the bankruptcy court (collectively, the “Conditions
Precedent”).
As previously disclosed, on April 26, 2010, the Borrower gave notice to the Agent of the exercise
of its right to extend the maturity date of the Credit Agreement by a three-month period to
September 24, 2010 (subject to further extension as may be determined by the Borrower at a later
date).
On June 24, 2010, in light that Tronox had not satisfied the Disclosure Statement Condition and
consequently would not be able to exercise its Facility Extension Option, Tronox, the Borrower and
certain subsidiaries of the Borrower entered into a First Amendment to Credit and Guaranty
Agreement and First Amendment Pledge and Security Agreement (the “Amendment”) with the
Lenders and the Agent. Under the Amendment and in exchange for the payment of a fee, the Agent and
the Lenders agreed to (a) extend each of the Conditions Precedent and to waive the
Disclosure Statement Condition referred to above, in order to permit Tronox to extend the
maturity date under the Replacement DIP Facility from June 24, 2010 to September 24, 2010, (b)
allow Tronox to engage in certain currency hedging activities and (c) modify restrictions on
Tronox’s ability to make certain capital expenditures that will fund an expansion of its Australian
joint venture.
The foregoing description of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit
10.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit |
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Description |
10.1
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First Amendment to Credit and Guaranty
Agreement and First Amendment Pledge and
Security Agreement, dated as of June 24, 2010,
by and among Tronox Incorporated, Tronox
Worldwide LLC, certain subsidiaries of Tronox
Worldwide LLC, as Guarantors, various lenders,
Goldman Sachs Lending Partners LLC, as
Administrative Agent. |