TRONOX HOLDINGS PLC: entering into a material definitive agreement, termination of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, other events, statements financials and exhibits (Form 8-K)
Item 1.01. Conclusion of a significant definitive agreement
2022 Supplemental Term Loan Facility
The Amendment modifies that certain First Lien Forward Credit Agreements, dated
The Borrower’s obligations under the 2022 Supplemental Term Loan Facility are secured and secured by the same guarantees and liens under the existing credit agreement. Additional 2022 term loans are a separate class of loans under the credit agreement, and if the borrower elects to prepay optionally under the credit agreement or is required to prepay mandatory under the credit agreement, the borrower may, in each case, select the category or categories of loans to be prepaid.
The 2022 Supplemental Term Loans will amortize in equal quarterly installments of an aggregate annual amount equal to 1.0% of the original principal amount of the 2022 Supplemental Term Loans commencing in the second full fiscal quarter after the date of effectiveness of the 2022 Supplemental Term Loan Facility. The final maturity of the 2022 Supplemental Term Loans will occur on the seventh anniversary of the effective date of the 2022 Supplemental Term Loan Facility. 2022 Supplemental Term Loan Agreement allows for amendments to it whereby individual lenders may extend the maturity date of their outstanding loans at the request of the borrower without the consent of any other lender, so long as certain conditions are met. The 2022 Incremental Term Loans will bear interest, at the option of the Borrower, either at the base rate or at the SOFR rate, plus in each case an applicable margin. The applicable margin for the 2022 Incremental Term Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. Additional 2022 term loans have a floor interest rate of 0.50%.
The 2022 Additional Term Loan Facility contains the same negative covenants applicable to term loans outstanding under the existing Credit Agreement immediately prior to the entry into force of the Amendment, which covenants, subject to certain limitations, thresholds and exceptions, limit the company and its restricted subsidiaries to (among other restrictions): incur debt; grant privileges; pay dividends and make subsidiary distributions and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain changes to material documents (including organizational documents).
The 2022 Supplemental Term Loan Facility also contains the same representations and warranties, affirmative covenants and events of default applicable to term loans outstanding under the existing Credit Agreement immediately before the Amendment becomes effective. If an Event of Default occurs under the Credit Agreement, the Majority Lenders, through the Administrative Agent, may (a) declare the 2022 Additional Term Loans (and all other loans) immediately due and/or (b) exclude on the guarantee guaranteeing the obligations under the credit agreement.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Schedule 10.1 hereto and is incorporated herein by reference.
Use of proceeds from the 2022 Supplemental Term Loan Facility
Proceeds from the additional 2022 term loans were used to
Item 1.02. Termination of a Material Definitive Agreement
The information set out in point 1.01 above is incorporated by reference in this point 1.02.
Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a
Off-Balance Sheet Arrangement of a Registrant.
The information set out in point 1.01 above is incorporated by reference in this point 2.03.
Item 8.01. Other events
Attached as Exhibit 99.1 is a copy of a Company press release, dated
Item 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Description No. 10.1 Amendment No. 1 to Amended and Restated First Lien Credit Agreement, dated as of
April 4, 2022, with the incremental term lender party thereto, and HSBC Bank USA, National Association, as administrative agent and collateral agent. 99.1 Press Release, dated April 4, 2022regarding closing of 2022 Incremental Term Loan Facility and redemption of 2025 Senior Secured Notes. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. -3-
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