On November 14, 2012, Rockwood Holdings, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") and certain selling stockholders comprising funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (the "Selling Stockholders"). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell, and the Underwriter agreed to purchase, subject to and upon terms and conditions set forth therein, an aggregate of 6,900,838 shares of the Company's Common Stock as described in the Prospectus Supplement dated November 14, 2012, which was filed pursuant to the Company's Registration Statement on Form S-3 (File No. 333- 171290) on December 20, 2010.

A copy of the Underwriting Agreement is attached as an exhibit to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit No.                                 Description
1.1*           Underwriting Agreement, dated November 14, 2012, between Rockwood
               Holdings, Inc., the selling stockholders named therein and Morgan
               Stanley & Co. LLC

* Filed herewith