UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 20, 2008
TRONOX INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| |
|
|
|
|
| Delaware
|
|
001-32669
|
|
20-2868245 |
|
|
|
|
|
|
| (State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
211 N. Robinson, Suite 300
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices, including Zip Code)
(405) 775-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if this 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 Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
Waiver Extension to Credit Agreement
On November 20, 2008, Tronox Incorporated (the “Company”) and its subsidiary Tronox Worldwide
LLC (the “Borrower”) entered into a Waiver Extension (the “Waiver Extension”) with certain lenders
under the Credit Agreement, dated as of November 28, 2005, among the Company, the Borrower, the
lenders from time to time parties thereto, Lehman Brothers Inc. and Credit Suisse, as joint lead
arrangers and joint bookrunners, ABN Amro Bank N.V., as syndication agent, JPMorgan Chase Bank,
N.A. and Citicorp USA, Inc., as co-documentation agents, and Lehman Commercial Paper Inc., as
administrative agent, as amended by the First Amendment dated as of March 12, 2007, the Second
Amendment to the Credit Agreement and First Amendment to Guarantee and Collateral Agreement dated
as of February 8, 2008, the Third Amendment to the Credit Agreement and Second Amendment to
Guarantee and Collateral Agreement dated as of July 17, 2008, and the Waiver and Amendment to
Credit Agreement (the “Waiver and Amendment”) dated October 28, 2008 (as amended, the “Credit
Agreement”).
As previously reported, pursuant to the Waiver and Amendment, lenders holding a majority of
the aggregate principal amount of loans under the Credit Agreement agreed to waive (the “Waiver”)
certain defaults and events of default that may have occurred due to the Borrower’s (i) failure to
comply for the period of four consecutive fiscal quarters ending September 30, 2008 with Section
7.1(a) of the Credit Agreement, which requires maintenance of a maximum Consolidated Total Leverage
Ratio, and Section 7.1(b) of the Credit Agreement, which requires maintenance of a minimum
Consolidated Interest Coverage Ratio, and (ii) submission of the Borrowing Notice on September 30,
2008, or receipt of any proceeds in respect thereof, at a time when any default or event of default
referred to in clause (i) above had occurred and was continuing.
The Waiver Extension amended the term “Waiver Period” (as defined in the Waiver and Amendment)
to extend such period from November 25, 2008 to December 5, 2008. As a result, the Waiver has been
extended to expire upon the earlier to occur of (i) December 5, 2008 and (ii) the occurrence of any
event of default (other than any default waived pursuant to the Waiver and Amendment) and delivery
by any of the lenders of a notice to the Borrower, while such event of default is continuing,
stating that the Waiver is being terminated.
This description of the Waiver and Amendment is qualified in its entirety by the copy thereof
attached as Exhibit 99.1 hereto and which is incorporated by reference herein.
There is no assurance that the Company will not be in default under the Credit Agreement in
the future. If the Company were to be in default under the Credit Agreement, its ability to borrow
under the Credit Agreement would be impaired and the lenders could declare a default which could
ultimately cause all amounts due under the Credit Agreement to become immediately due and payable.
A copy of the Credit Agreement was filed as Exhibit 10.6 of the Company’s current report on
Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on December 7, 2005. A copy of
the first amendment thereto was filed as Exhibit 10.19 of the Company’s Annual Report on Form 10-K
filed with the SEC on March 16, 2007. A copy of the second amendment thereto was filed as Exhibit
99.1 of the Company’s current report on Form 8-K, filed with the SEC on February 13, 2008. A copy
of the third amendment thereto was filed as Exhibit 99.1 of the Company’s current report on Form
8-K, filed with the SEC on July 21, 2008. A copy of the waiver and fourth amendment thereto was
filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with the SEC on October
31, 2008.
Amendment to Receivables Sale Agreement
On November 25, 2008, Tronox Funding LLC (the “Seller”) and Tronox Worldwide LLC (the
“Borrower”) entered into the Fourth Amendment to Receivables Sale Agreement (“Amendment No. 4”) to
the Receivables Sale Agreement (the “Sale Agreement”) with The Royal Bank of Scotland plc and
Amsterdam Funding Corporation, dated as of September 26, 2007. Amendment No. 4 amended the term
“Scheduled Termination Date” in the Sale Agreement to extend such date from November 25, 2008 to
December 5, 2008.
There is no assurance that the Seller and the Borrower will be able to obtain additional
amendments or waivers to the Sale Agreement, or that a Termination Event (as defined in the Sale
Agreement) will not occur under
2
the Sale Agreement in the future. The occurrence of a Termination Event in the future would
adversely affect the rights of the Seller under the Sale Agreement.
The description for Amendment No. 4 is qualified in its entirety by the copy thereof attached
as Exhibit 99.2 hereto and which is incorporated by reference herein.
A copy of the Sale Agreement was filed as Exhibit 10.1 of the Company’s current report on Form
8-K, filed with the SEC on October 2, 2007. A copy of the First Amendment to and Waiver of
Receivables Sale Agreement was filed as Exhibit 99.1 of the Company’s current report on Form 8-K,
filed with the SEC on August 4, 2008. A copy of the Second Amendment to and Waiver of Receivables
Sale Agreement was filed as Exhibit 99.1 of the Company’s current report on Form 8-K, filed with
the SEC on September 24, 2008. A copy of the Third Amendment to and Waiver of Receivables Sale
Agreement was filed as Exhibit 99.2 of the Company’s current report on Form 8-K, filed with the SEC
on October 31, 2008.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| |
99.1 |
|
Waiver Extension, dated November 20, 2008 |
| |
| |
99.2 |
|
Fourth Amendment to Receivables Sale Agreement, dated November 25, 2008 |
3