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ROC > SEC Filings for ROC > Form 8-K on 2-Jun-2014All Recent SEC Filings

Show all filings for ROCKWOOD HOLDINGS, INC.

Form 8-K for ROCKWOOD HOLDINGS, INC.


2-Jun-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or


Item 1.01 Entry into a Material Definitive Agreement.

In connection with the consummation of the Acquisition described below in Item 2.01, on May 28, 2014, Rockwood Holdings, Inc. (the "Company"), through a wholly owned United Kingdom incorporated company, RT Lithium Limited ("RTLi"), entered into a Deed of Cross Security (the "Deed of Cross Security") with Tianqi UK Limited ("Tianqi"), a wholly-owned subsidiary of Sichuan Tianqi Lithium Industries, Inc., which is the majority shareholder in Windfield Holdings Pty Ltd ("Windfield") pursuant to which each of the Company and Tianqi will secure the obligations it owes to the other in accordance with certain provisions of the Shareholders Agreement, dated March 31, 2014, with Chengdu Tianqi Group Co., Ltd., Sichuan Tianqi Lithium Industries, Inc., RTLi and Windfield (including the transfer of shares in Windfield upon an event of default, the terms and consequences of transfer of shares in Windfield and drag-along rights) by pledging its shares in Windfield to the other pursuant to the Deed of Cross Security.

The foregoing description of the Deed of Cross Security is qualified in its entirety by reference to the Deed of Cross Security and the Shareholders Agreement, each of which is incorporated herein by reference to Exhibits 10.1 and 10.2 hereto, respectively.



Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 28, 2014, the Company completed the purchase of a 49% equity interest in Windfield, the parent of Talison Lithium Pty Ltd, a company incorporated in Australia, through RTLi from selling shareholders, Tianqi Group HK Co., Limited and a minority shareholder, with cash on hand for an aggregate amount of approximately $513.3 million, which includes the original price of approximately $475.3 million plus an adjustment for Windfield's estimated net cash and certain other customary adjustments (subject to certain additional customary post-completion adjustments) (the "Acquisition"). Windfield is now owned 51% by Tianqi and 49% by the Company through RTLi. Windfield is a leading mining and processing operation of lithium-bearing spodumene.

The foregoing description of the Acquisition is qualified in its entirety by reference to the Amended and Restated Acquisition Agreement, dated as of March 31, 2014, with RTLi, Tianqi Group HK Co., Limited, Leader Investment Corporation and Windfield and the Shareholders Agreement, each of which is incorporated herein by reference to Exhibits 2.1 and 10.2 hereto, respectively.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is the press release of the Company, dated May 28, 2014 announcing the completion of the acquisition of a 49% interest in Windfield by the Company.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
No.                                     Description

2.1        Amended and Restated Acquisition Agreement, dated as of March 31,
           2014, among RT Lithium Limited, Tianqi Group HK Co., Limited, Leader
           Investment Corporation and Windfield Holdings Pty Ltd. (incorporated
           by reference from Exhibit 2.1 to the Company's Quarterly Report on
           Form 10-Q filed with the Securities and Exchange Commission on May 8,
           2014).

10.1       Deed of Cross Security, dated May 28, 2014, between RT Lithium Limited
           and Tianqi UK Limited.

10.2       Shareholders Agreement, dated March 31, 2014, among Chengdu Tianqi
           Group Co., Ltd., RT Lithium Limited and Windfield Holdings Pty Ltd.
           (incorporated by reference from Exhibit 10.1 to the Company's
           Quarterly Report on Form 10-Q filed with the Securities and Exchange
           Commission on May 8, 2014).

99.1       Press Release dated May 28, 2014.


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