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TROX > SEC Filings for TROX > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for TRONOX LTD

Form 8-K for TRONOX LTD


29-Apr-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation


Item 1.01 Entry into a Material Definitive Agreement.

On April 23, 2014, Tronox Limited ("Tronox"), Tronox Pigments (Netherlands) B.V., Tronox's wholly-owned subsidiary, and certain subsidiaries of Tronox listed on the signature pages as guarantors (collectively, with Tronox and Tronox Pigments (Netherlands) B.V., the "Company") entered into a Third Amendment to Credit and Guaranty Agreement (the "Credit Agreement Amendment") with the lender parties thereto and Goldman Sachs Bank USA, as Administrative Agent, which amends the Company's Amended and Restated Credit and Guaranty Agreement with Goldman Sachs Bank USA and certain other lenders thereto, dated March 19, 2013, made effective pursuant to the Second Amendment to Credit and Guaranty Agreement, dated March 19, 2013 (the "Existing Credit Agreement" and, as amended by the Credit Agreement Amendment, the "Amended Credit Agreement").

The Credit Agreement Amendment provides for the repricing of the $1.5 billion senior secured term loan issued under the Existing Credit Agreement by replacing the existing definition of "Applicable Margin" with a grid pricing matrix dependent upon the public corporate family rating of Tronox as determined by Moody's and S&P (with the interest rate under the Amended Credit Agreement remaining subject to Eurodollar Rate and Base Rate floors). Pursuant to the Credit Agreement Amendment, based upon Tronox's current public corporate family rating by Moody's and S&P, the current interest rate per annum is 300 basis points plus LIBOR (subject to a LIBOR floor of 1% per annum) for Eurodollar Rate Loans (as defined in the Amended Credit Agreement). Immediately prior to the Company's entry into the Credit Agreement Amendment, the interest rate per annum under the Existing Credit Agreement was 350 basis points plus LIBOR (subject to a LIBOR floor of 1% per annum) for Eurodollar Rate Loans (as defined in the Existing Credit Agreement). The Credit Agreement Amendment also amended certain provisions of the Existing Credit Agreement to permit Tronox and certain of its subsidiaries to obtain new cash flow revolving credit facilities in place of its existing asset based revolving credit facility, in the event they elect to do so, and subject to receipt of commitments by lenders to provide such financing. To the extent obtained, such facilities would be on terms substantially similar to the terms set forth in the Amended Credit Agreement, subject to permitted variations, and the liens securing the obligations arising under such facilities would be pari passu with the liens securing the obligations arising under the Amended Credit Agreement. The March 2020 maturity date under the Existing Credit Agreement and all other material terms of the Existing Credit Agreement remain the same under the Amended Credit Agreement.

The foregoing description of the Credit Agreement Amendment is a summary only, does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Certain of the lenders under the Credit Agreement Amendment and their affiliates have in the past engaged, and may in the future engage, in transactions with and perform services, including commercial banking, financial advisory and investment banking services, for the Company and its affiliates in the ordinary course of business, for which such lenders or their affiliates have and/or will receive customary fees and expenses.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

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




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number                                  Description

10.1                   Third Amendment to Credit and Guaranty Agreement, dated as of
                       April 23, 2014, among Tronox Pigments (Netherlands) B.V.,
                       Tronox Limited, the guarantors listed therein, the lender
                       parties thereto and Goldman Sachs Bank USA.


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