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Share Name | Share Symbol | Market | Type |
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Tronox Holdings plc | NYSE:TROX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.34 | -1.77% | 18.84 | 19.74 | 18.79 | 19.50 | 1,566,765 | 01:00:00 |
England and Wales
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98-1467236
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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263 Tresser Boulevard, Suite 1100
Stamford, Connecticut 06901 United States of America |
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Laporte Road, Stallingborough
Grimsby, North East Lincolnshire DN40 2PR United Kingdom |
Craig B. Brod, Esq.
Helena K. Grannis, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000 |
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Gary Green, Esq.
CMS Cameron McKenna Nabarro Olswang LLP Cannon Place, 78 Cannon Street London EC4N 6AF United Kingdom +44 20 7367 3000 |
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of each class of
securities to be registered |
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Amount to be
registered/Proposed maximum offering price per share/Proposed maximum aggregate offering price(1) |
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Amount of
registration fee(2) |
Ordinary Shares, par value $0.01 per share(3)(4)
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Preference Shares, par value $0.01 per share(3)
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Debt securities(3)
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(1)
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An indeterminate aggregate initial offering price and number or amount of the securities is being registered as may periodically be offered at indeterminate prices.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee.
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(3)
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Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
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(4)
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An indeterminate number of shares of ordinary shares may be issued from time to time upon exercise, conversion or exchange of other securities.
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Shares of our ordinary shares;
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Shares of our preference shares; and
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Debt securities.
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this prospectus;
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any applicable prospectus supplement, which (1) explains the specific terms of the securities being offered and (2) updates and changes information in this prospectus; and
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the documents referred to in “Where You Can Find More Information” on page 24 for information about us, including our financial statements.
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the failure to realize anticipated benefits of our acquisition of the TiO2 business of The National Titanium Dioxide Company Ltd., a limited company organized under the laws of the Kingdom of Saudi Arabia (“Cristal”) and unexpected difficulties integrating Cristal’s operations;
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concentrated share ownership in the hands of Cristal and Exxaro Resources Limited (“Exxaro”), which may result in conflicts of interest and/or prevent minority shareholders from influencing the Company;
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potential risks and uncertainties relating to the ultimate geographic spread of COVID-19, the severity of the disease and the duration of the COVID-19 outbreak, including potential material adverse effects on our business, financial condition and results of operations;
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actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact on our business;
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the potential negative impacts of COVID-19 on the global economy and financial markets;
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the effects of the UK ceasing to be a member state of the EU, together with the significant uncertainty regarding the terms on which the UK will leave the EU, which could introduce significant uncertainties in international markets in which we and our customers operate;
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impact of English law and our articles of association on our ability to manage our capital structure flexibly and the anti-takeover protections incorporated into our articles of association;
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the risk that our customers might reduce demand for our products;
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market conditions and price volatility for TiO2, zircon and other feedstock products, as well as global and regional economic downturns, that adversely affect the demand for our end-use products;
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liability, production delays and additional expenses from environmental and industrial accidents;
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production curtailments, shutdowns or additional expenditures resulting from equipment upgrades, equipment failures and deterioration of assets;
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changes in prices or supply of energy or other raw materials;
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risks of operating a global business;
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political and social instability, and unrest, in the Middle East region;
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an unpredictable regulatory environment in South Africa where we have significant mining and beneficiation operations, including amendments by the South African Department of Mineral Resources to the Mining Charter;
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the risk that our ability to use our tax attributes to offset future income may be limited;
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the risk that the agreements governing our debt may restrict our ability to operate our business in certain ways, as well as impact our liquidity;
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our inability to obtain additional capital on favorable terms;
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the risk that we may not realize expected investment returns on our capital expenditure projects;
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fluctuations in currency exchange rates;
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unanticipated costs or liabilities, including the classification of TiO2 as a Category 2 Carcinogen in the EU, as a result of compliance with, or claims under environmental, health and safety regulations;
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the possibility that cybersecurity incidents or other security breaches may seriously impact our results of operations and financial condition;
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the possibility that Chinese production of chloride technology and improvements in product quality may occur more quickly than anticipated; and
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other factors discussed in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our Current Report on Form 8-K, filed with the SEC on April 23, 2020.
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increase its share capital by allotting and issuing new shares in accordance with the Articles of Association and any relevant shareholder resolution;
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consolidate all or any of its share capital into shares of a larger nominal amount (i.e., par value) than the existing shares; or
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redenominate its share capital or any class of share capital.
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whether the shares of the series are redeemable, and if so, the prices at which, and the terms and conditions on which, the shares may be redeemed, including the date or dates upon or after which the shares will be redeemable and the amount per share payable in case of redemption;
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whether shares of the series will be entitled to receive dividends or other distributions and, if so, the distribution rate on the shares, any restriction, limitation or condition upon the payment of the dividends or other distributions, whether dividends or other distributions will be cumulative, and the dates on which dividends or other distributions are payable;
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any preferential amount payable upon shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of Tronox;
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whether and the extent to which the series will be guaranteed;
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whether the shares of the series are convertible, or exchangeable for, shares of any other class or classes of stock or of any other series of stock, or any other securities of Tronox, and if so, the terms and conditions of such conversion or exchange, including price or rates of conversion at which, and the terms and conditions on which, the shares of the series may be converted or exchanged into other securities;
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a discussion of any material U.S. federal income tax considerations applicable to the preference shares being offered;
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terms and conditions of the purchase or sinking fund provisions, if any, for the purchase or redemption of shares of the series;
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the distinctive designation of each series and the number of shares that will constitute the series;
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the voting power, if any, of shares of the series; and
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any other relative rights, preferences or limitations.
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the title of the series;
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any limit upon the aggregate principal amount of the series;
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the date or dates on which each of the principal of and premium, if any, on the securities of the series is payable and the method of determination thereof;
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the rate or rates at which the securities of the series will bear interest, if any, or the method of calculating such rate or rates of interest, the date or dates from which interest will accrue or the method by which the date or dates will be determined, the interest payment dates on which any interest will be payable and the record date, if any;
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whether debt securities are entitled to any guarantee of any subsidiary guarantors and the identity of any such subsidiary guarantors for that series and the terms of such guarantee;
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the place or places where the principal of (and premium, if any) and interest, if any, on securities of the series will be payable;
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the place or places where the securities may be exchanged or transferred;
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the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which, and the other terms and conditions upon which, securities of the series may be redeemed, in whole or in part, at our option, if we are to have that option with respect to the applicable series;
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our obligation, if any, to redeem or purchase securities of the series in whole or in part pursuant to any sinking fund or analogous provision or upon the happening of a specified event or at the option of a holder thereof and the period or periods within which, the price or prices at which, and the other terms and conditions upon which securities of the series will be redeemed or purchased, in whole or in part, pursuant to such an obligation;
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if other than minimum denominations of $2,000 and multiples of $1,000 thereafter, the denominations in which securities of the series are issuable;
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if other than U.S. dollars, the currency or currencies (including currency unit or units) in which payments of principal of (and premium, if any) and interest, if any, on the securities of the series will or may be payable, or in which the securities of the series will be denominated, and the particular provisions applicable thereto;
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if the payments of principal of (and premium, if any), or interest, if any, on the securities of the series are to be made, at our or a holder’s election, in a currency or currencies (including currency unit or units) other than that in which the securities are denominated or designated to be payable, the currency or currencies (including currency unit or units) in which the payments are to be made, the terms and conditions of the payments and the manner in which the exchange rate with respect to the payments will be determined, and the particular provisions applicable thereto;
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if the amount of payments of principal of (and premium, if any) and interest, if any, on the securities of the series will be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on a currency or currencies (including currency unit or units) other than that in which the securities of the series are denominated or designated to be payable), the index, formula or other method by which those amounts will be determined;
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whether, and the terms and conditions upon which, the securities of the series may or must be converted into our securities or exchanged for our securities or those of another enterprise;
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if other than the principal amount thereof, the portion of the principal amount of securities of the series which will be payable upon declaration of acceleration of the maturity thereof pursuant to an event of default or the method by which that portion will be determined;
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any modifications of or additions to the events of default or covenants with respect to securities of the series;
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whether the securities of the series will be subject to legal defeasance or covenant defeasance as provided in the indenture;
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if other than the trustee, the identity of the registrar and any paying agent;
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if the securities of the series will be issued in whole or in part in global form, (i) the depositary for the global securities, (ii) the form of any legend that will be borne by the global securities, (iii) whether beneficial owners of interests in any securities of the series in global form may exchange those interests for certificated securities of that series and of like tenor of any authorized form and denomination and (iv) the circumstances under which any such exchange may occur; and
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any other terms of the series.
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either we are the resulting, surviving or transferee corporation, or our successor is a corporation organized under the laws of England and Wales, the United States, any state or the District of Columbia and expressly assumes by supplemental indenture all of our obligations under the indenture and all the debt securities; and
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immediately after giving effect to the transaction, no default or event of default has occurred and is continuing.
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failure by us to pay interest, if any, on the debt securities of that series for 30 days after the date payment is due and payable;
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failure by us to pay principal of or premium, if any, on the debt securities of that series when due, at maturity, upon any redemption, by declaration or otherwise;
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failure by us to comply with other covenants in the indenture or the debt securities of that series for 90 days after notice that compliance was required; and
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certain events of bankruptcy or insolvency.
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the holder has previously given to the trustee written notice of an event of default and the continuance of that event of default;
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the holder or holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have requested that the trustee pursue the remedy;
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such holder or holders have offered, and if requested provided, to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities to be incurred in compliance with such request;
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the trustee has not instituted the action within 60 days of the receipt of such notice, request and offer of indemnity; and
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the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt securities of that series.
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secure the debt securities of any series;
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evidence the assumption by a successor corporation of our obligations under the indenture and the debt securities of any series in the case of a merger, amalgamation, consolidation or sale of all or substantially all of our assets;
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add covenant(s) or events of default(s) for the protection of the holders of all or any series of debt securities;
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cure any ambiguity or correct any defect or inconsistency in the indenture or make any other provisions as we may deem necessary or desirable; provided, however, that no such provisions will materially adversely affect the interests of the holders of any debt securities;
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evidence and provide for the acceptance of appointment by a successor trustee in accordance with the indenture;
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provide for uncertificated debt securities in addition to, or in place of, certificated debt securities of any series in a manner that does not materially and adversely affect any holders of the debt securities of that series;
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conform the text of the indenture or the debt securities of any series to any provision of this “Description of Debt Securities” or “Description of Securities” in the prospectus supplement for that series to the extent that the provision in that description was intended to be a verbatim recitation of a provision of the indenture or the debt securities of that series;
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provide for the issuance of additional debt securities of any series in accordance with the limitations set forth in the indenture as of the date of the indenture;
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make any change that would provide any additional rights or benefits to the holders of all or any series of debt securities or that does not adversely affect the legal rights under the indenture of any such holder or any holder of a beneficial interest in the debt securities of that series;
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comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act;
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establish the form or terms of debt securities of any series as permitted by the indenture;
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secure our obligations in respect of the debt securities of any series;
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in the case of convertible or exchangeable debt securities of any series, subject to the provisions of the supplemental indenture for that series, to provide for conversion rights, exchange rights and/or
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in the case of convertible or exchangeable debt securities of any series, to reduce the conversion price or exchange price applicable to that series;
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in the case of convertible or exchangeable debt securities of any series, to increase the conversion rate or exchange ratio in the manner described in the supplemental indenture for that series, provided that the increase will not adversely affect the interests of the holders of that series in any material respect; or
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any other action to amend or supplement the indenture or the debt securities of any series as described in the prospectus supplement with respect to that series of debt securities.
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change the final maturity of any debt security;
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reduce the aggregate principal amount on any debt security;
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reduce the rate or amend or modify the calculation, or time of payment, of interest, including defaulted interest on any debt security;
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reduce or alter the method of computation of any amount payable on any debt security upon redemption, prepayment or purchase of any debt security or otherwise alter or waive any of the provisions with respect to the redemption of any debt security, or waive a redemption payment with respect to any debt security;
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change the currency in which the principal of, or interest or premium, if any, on any debt security is payable;
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impair the right to institute suit for the enforcement of any payment on any debt security when due, or otherwise make any change in the provisions of the indenture relating to waivers of past defaults or the rights of holders of any debt security to receive payments of principal of, or premium, if any, or interest on any debt security;
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modify the provisions of the indenture with respect to modification and waiver (including waiver of certain covenants, waiver of a default or event of default in respect of debt securities of any series), except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder;
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reduce the percentage of principal amount of outstanding debt securities of any series whose holders must consent to an amendment, supplement or waiver of the indenture or the debt securities of that series;
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impair the rights of holders of debt securities of any series that are exchangeable or convertible to receive payment or delivery of any consideration due upon the conversion or exchange of the debt securities of that series; or
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any other action to modify or amend the indenture or the debt securities of any series as may be described in the prospectus supplement with respect to that series of debt securities as requiring the consent of each holder affected thereby.
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either (a) all debt securities of that series previously authenticated under the indenture have been delivered to the trustee for cancellation or (b) all debt securities of that series not yet delivered to the trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise or (ii) will become due and payable within one year, and we have irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders an amount sufficient to pay and discharge the entire indebtedness on debt securities of that series;
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no default or event of default with respect to debt securities of that series has occurred or is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of any other instrument to which we are bound;
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we have paid or caused to be paid all other sums payable by us under the indenture and any applicable supplemental indenture with respect to the debt securities of that series;
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we have delivered irrevocable instructions to the trustee to apply the deposited funds toward the payment of securities of that series at the stated maturity date or the redemption date, as applicable; and
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we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent relating to the satisfaction and discharge of the indenture as to that series have been satisfied.
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DTC is unwilling or unable to continue as depositary for such global security and we are unable to find a qualified replacement for DTC within 90 days;
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at any time DTC ceases to be a “clearing agency” registered under the Exchange Act and we are unable to find a qualified replacement for DTC within 90 days;
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we in our sole discretion decide to allow some or all book-entry securities to be exchangeable for definitive securities in registered form; or
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an event of default has occurred and is continuing under the indenture, and a holder of the securities has requested definitive securities. Any global security that is exchangeable will be exchangeable in whole for definitive securities in registered form with the same terms, and in the case of debt securities, in an equal aggregate principal amount in minimum denominations of $2,000 and whole multiples of $1,000 (unless otherwise specified in the prospectus supplement). Definitive securities will be registered in the name or names of the person or persons specified by DTC in a written instruction to the registrar of the securities. DTC may base its written instruction upon directions it receives from its participants.
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to or through underwriters or dealers;
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directly to a limited number of purchasers or to a single purchaser;
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in “at the market offerings,” within the meaning of Rule 415(a)(4) under the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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through agents, including in a block trade in which a broker-dealer will attempt to sell the offered securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; or
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through any other method permitted by applicable law.
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the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
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the initial public offering price of the securities, if a fixed price offering, and the proceeds to us or the selling shareholder and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and
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any securities exchanges on which the securities may be listed.
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2019 (solely to the extent specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2018);
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our Current Reports on Form 8-K, filed with the SEC on March 26, 2020 (excluding Items 7.01 and 9.01); and
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Item 14.
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Other Expenses of Issuance and Distribution.
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Securities and Exchange Commission Registration Fee
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$ *
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Accounting Fees and Expenses
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**
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Legal Fees and Expenses
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**
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Printing and Engraving Fees
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**
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Trustee, Transfer Agent and Registrar Fees and Expenses
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**
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Rating Agency Fees
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**
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Stock Exchange Listing Fees
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**
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Miscellaneous
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**
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Total
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$ **
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*
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Deferred in reliance on Rules 456(b) and 457(r) under the Securities Act.
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**
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The expenses in connection with the issuance and distribution of the securities are not currently determinable. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.
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Item 15.
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Indemnification of Directors and Officers.
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Item 16.
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List of Exhibits.
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Exhibit
No. |
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Description of Exhibits
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1.1*
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Form of Underwriting Agreement.
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Transaction Agreement, dated as of February 21, 2017, by and between Cristal, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on February 21, 2017).
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Amendment No. 1 to Transaction Agreement, dated as of March 1, 2018, by and among The National Titanium Dioxide Company Limited, Tronox Limited and Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Tronox Limited on March 1, 2018).
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Amendment No. 2 to Transaction Agreement dated March 28, 2019, by and among The National Titanium Dioxide Company Limited, Tronox Limited, and, solely for certain purposes, Cristal Inorganic Chemicals Netherlands Coöperatief W.A. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on April 2, 2019).
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Stock Purchase Agreement, dated as of March 14, 2019, by and among Tronox Limited, INEOS AG and INEOS Joliet US Holdco, LLC (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed on March 19, 2019).
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Articles of Association of Tronox Holdings plc (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed on March 27, 2019).
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4.1*
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Form of Preference Shares.
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Indenture, dated as of April 24, 2020, between Tronox Holdings plc and Wilmington Trust, National Association, as Trustee.
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Form of debt securities (included in Exhibit 4.2).
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Shareholders’ Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, Gulf Investment Corporation and Dr. Talal Al-Shair (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on April 11, 2019).
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Opinion of CMS Cameron McKenna Nabarro Olswang LLP, with respect to the validity of ordinary shares and preference shares.
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Opinion of Cleary Gottlieb Steen & Hamilton LLP, with respect to the validity of debt securities.
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm for Tronox Holdings plc.
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Consent of CMS Cameron McKenna Nabarro Olswang LLP (included in Exhibit 5.1).
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Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.2).
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Powers of Attorney (included on signature pages hereto).
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Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as trustee under the Indenture dated April 24, 2020.
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*
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To be filed, if necessary, as an Exhibit to one or more Current Reports on Form 8-K and incorporated by reference herein.
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**
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Filed herewith.
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Item 17.
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Undertakings.
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TRONOX HOLDINGS PLC
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By:
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/s/ Timothy C. Carlson
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Name:
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Timothy C. Carlson
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Title:
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Senior Vice President and Chief Financial Officer
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Signature
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Title
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Date
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/s/ Jeffry N. Quinn
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) |
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April 24, 2020
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Jeffry N. Quinn
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/s/ Timothy C. Carlson
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Senior Vice President and Chief Financial Officer
(Principal Financial Officer) |
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April 24, 2020
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Timothy C. Carlson
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/s/ Bob Loughran
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Vice President and Controller
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April 24, 2020
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Bob Loughran
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/s/ Ilan Kaufthal
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Lead Independent Director
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April 24, 2020
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Ilan Kaufthal
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/s/ Andrew Hines
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Director
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April 24, 2020
|
Andrew Hines
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/s/ Wayne A. Hinman
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Director
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| |
April 24, 2020
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Wayne A. Hinman
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/s/ Peter Johnston
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| |
Director
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| |
April 24, 2020
|
Peter Johnston
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| |||||
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|
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|
/s/ Ginger Jones
|
| |
Director
|
| |
April 24, 2020
|
Ginger Jones
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| |
|
| |
|
Signature
|
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Title
|
| |
Date
|
/s/ Sipho Nkosi
|
| |
Director
|
| |
April 24, 2020
|
Sipho Nkosi
|
| |||||
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| |
|
| |
|
/s/ Vanessa Guthrie
|
| |
Director
|
| |
April 24, 2020
|
Vanessa Guthrie
|
| |||||
|
| |
|
| |
|
/s/ Stephen Jones
|
| |
Director
|
| |
April 24, 2020
|
Stephen Jones
|
| |||||
|
| |
|
| |
|
/s/ Mutlaq H. Al-Morished
|
| |
Director
|
| |
April 24, 2020
|
Mutlaq H. Al-Morished
|
| |||||
|
| |
|
| |
|
/s/ Moazzam A. Khan
|
| |
Director
|
| |
April 24, 2020
|
Moazzam A. Khan
|
|
|
| |
TRONOX US HOLDINGS INC.
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||||||
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| |
|
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|
| |
|
|
| |
By:
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| |
/s/ Jeffrey N. Neuman
|
|||
|
| |
|
| |
Name:
|
| |
Jeffrey N. Neuman
|
|
| |
|
| |
Title:
|
| |
Director
|
1 Year Tronox Chart |
1 Month Tronox Chart |
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