Debt | 15. Debt Debt Refinancing On September 22, 2017, we completed our offering of our Senior Notes due 2025 for an aggregate principal amount of $450 million, the net proceeds of which together with borrowings under our $2.150 billion New Term Loan Facility and the proceeds from the Alkali sale, funded the redemption of the remaining outstanding balance of our Senior Notes due 2020 and we paid off the remaining outstanding balance of our $1.5 billion Prior Term Loan. In addition, we paid off the outstanding short-term borrowings under our UBS Revolver and entered into a new asset-based revolving syndicated facility with Wells Fargo (all defined below). The refinancing of our Senior Notes due 2020 was considered a debt extinguishment in accordance with ASC 470, Debt Short-term Debt During the third quarter of 2017, we repaid the $150 million outstanding balance under the global senior secured asset-based syndicated revolving credit facility with UBS AG (the “UBS Revolver”). Concurrent with entering into the Wells Fargo Revolver, described below, the UBS Revolver was terminated. Unamortized original debt issuance costs of $1 million relating to the UBS Revolver were included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations for the year ended December 31, 2017. The remaining unamortized balance of original debt issuance costs of $2 million relating to the UBS Revolver will be amortized over the life of the Wells Fargo Revolver. Wells Fargo Revolver On September 22, 2017, we entered into a new global senior secured asset-based syndicated revolving credit facility with Wells Fargo Bank, N.A. (the “Wells Fargo Revolver”). The Wells Fargo Revolver provides us with up to $550 million of revolving credit lines, with an $85 million sublimit for letters of credit, and has a maturity date of September 22, 2022. Our availability of revolving credit loans and letters of credit is subject to a borrowing base. Borrowings bear interest at our option, at either an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin that ranges from 1.25% to 1.75%, or a base rate, which is defined to mean the greatest of (a) the administrative agent’s prime rate, (b) the Federal funds effective rate plus 0.50% and (c) the adjusted LIBOR for a one-month period plus 1.00% plus a margin that ranges from 0.25% to 0.75%, in each case, based on the average daily borrowing availability. At December 31, 2017, there were no outstanding revolving credit loans under the Wells Fargo Revolver, excluding $19 million of issued and undrawn letters of credit under the Wells Fargo Revolver. Debt issuance costs associated with the Wells Fargo Revolver of $7 million ($2 million remaining from the UBS Revolver and $5 million incurred for the Wells Fargo Revolver) were included in “Other long-term assets” in the Consolidated Balance Sheets at December 31, 2017 and is amortized over the life of the Wells Fargo Revolver. ABSA Revolving Credit Facility On December 13, 2017, we entered into an agreement for a revolving credit facility with ABSA Bank Limited (“ABSA”) acting through its ABSA Capital Division for an amount up to R750 million (approximately $61 million at December 31, 2017 exchange rate) maturing on December 13, 2020 (the “New ABSA Revolver”). The New ABSA Revolver replaces our R1.3 billion revolving credit facility (approximately $105 million at December 31, 2017 exchange rate) with ABSA that matured on June 14, 2017 (the “ABSA Revolver”). The New ABSA Revolver bears interest at (i) the base rate (defined as one month Johannesburg Interbank Agreed Rate, which is the mid-market rate for deposits in South African Rand for a period equal to the relevant period which appears on the Reuters Screen SAFEY Page alongside the caption YLD) as of 11h00 Johannesburg time on the first day of the applicable period, plus (ii) the Margin, which ranges from 3.45% to 3.85%, in each case, based on the aggregate loan amount outstanding as a percentage of the total commitments of the ABSA Facility. During 2017 we had no drawdowns or repayments on the New ABSA Revolver. During 2017, 2016 and 2015, we had no drawdowns or repayments on the ABSA Revolver. At December 31, 2016, there was no outstanding borrowings on the ABSA Revolver. Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Principal Annual Interest Rate Maturity Date December 31, 2017 December 31, 2016 Prior Term Loan, net of unamortized discount (1) $ 1,500 Variable — $ — $ 1,441 New Term Loan Facility, net of unamortized discount (2) 2,150 Variable 9/22/2024 2,138 — Senior Notes due 2020 900 6.375 % — — 896 Senior Notes due 2022 600 7.50 % 3/15/2022 584 584 Senior Notes due 2025 450 5.75 % 9/22/2025 450 — Lease financing 19 19 Long-term debt 3,191 2,940 Less: Long-term debt due within one year (17 ) (16 ) Debt issuance costs (44 ) (36 ) Long-term debt, net $ 3,130 $ 2,888 (1) Average effective interest rate of 5.1% and 4.9% during 2017 and 2016, respectively. (2) Average effective interest rate of 4.9% during 2017. At December 31, 2017, the scheduled maturities of our long-term debt were as follows: Total Borrowings 2018 17 2019 22 2020 22 2021 23 2022 607 Thereafter 2,512 Total 3,203 Remaining accretion associated with the New Term Loan Facility (12 ) Total borrowings $ 3,191 Prior Term Loan On April 23, 2014, we, along with our wholly owned subsidiary, Tronox Pigments (Netherlands) B.V., and certain named guarantor subsidiaries, entered into a Third Amended and Restated Credit and Guaranty Agreement (the “Third Agreement”) with the lender party thereto and Goldman Sachs Bank USA, as administrative agent. Pursuant to the Third Agreement, we obtained a $1.5 billion senior secured term loan (the “Prior Term Loan”) with a maturity date of March 19, 2020. As mentioned above, on September 22, 2017, we repaid the remaining $1.4 billion outstanding balance of the $1.5 billion Prior Term Loan and entered into the New Term Loan Facility described below. Unamortized original debt discount and issuance costs of $1 million relating to the Prior Term Loan were included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations for the year ended December 31, 2017. The remaining balance of unamortized original debt discount and issuance costs of $3 million and $13 million, respectively, relating to the Prior Term Loan will continue to be amortized over the life of the New Term Loan Facility. New Term Loan Facility On September 22, 2017, we entered into a new senior secured first lien term loan facility (the “New Term Loan Facility”) with the lenders party thereto and Bank of America, N.A., as administrative agent, with a maturity date of September 22, 2024. The New Term Loan Facility consists of (i) a U.S. dollar term facility in an aggregate principal amount of $1.5 billion (the “New Term Loans”) with our subsidiary, Tronox Finance LLC (“Tronox Finance”) as the borrower and (ii) a U.S. dollar term facility in an aggregate principal amount of $650 million (the “Blocked Term Loan”) with our unrestricted subsidiary, Tronox Blocked Borrower LLC (the “Blocked Borrower”) as the borrower, which Blocked Term Loan was funded into a blocked account. Upon consummation of the Cristal Transaction, the Blocked Borrower will merge with and into Tronox Finance, and the Blocked New Term Loan will become available to Tronox Finance. If the Cristal Transaction is terminated, the Blocked Term Loan will be repaid to the lenders of such Blocked Term Loan. The proceeds from the Blocked Term Loan are included in “Restricted cash” in the Consolidated Balance Sheets at December 31, 2017. The Blocked Term Loan under the New Term Loan Facility bear interest at the “Applicable Rate” defined by reference to a grid-pricing matrix that relates to our first lien net leverage ratio. Based upon our first lien net leverage ratio the Applicable Rate under the New Term Loan Facility as of December 31, 2017 was 300 basis points plus LIBOR. The New Term Loan Facility was issued net of an original issue discount of $11 million. At December 31, 2017, the unamortized discount was $12 million which includes $3 million relating to the Prior Term Loan. Debt issuance costs of $4 million relating to the New Term Loan Facility were included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations for the year ended December 31, 2017. Debt issuance costs of $30 million associated with the New Term Loan Facility ($13 million remaining from the Prior Term Loan and $17 million incurred for the New Term Loan Facility) were recorded as a direct reduction of the carrying value of the long-term debt as described below and will be amortized over the life of the New Term Loan Facility. Senior Notes due 2020 On September 25, 2017, we redeemed (the “Redemption”) the $896 million outstanding balance of our $900 million aggregate principal, 6.375% senior notes due 2020 issued by Tronox Finance (the “Senior Notes due 2020”). The total cash payment made in connection with the Redemption was approximately $917 million, and included accrued interest of $7 million and a call premium of $14 million (the “Call Premium”) included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations. During the year ended December 31, 2016, we repurchased $4 million of face value of the Senior Notes due 2020 at a price of 77% of par, resulting in a net gain of approximately $1 million, which was included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations. The Senior Notes due 2020 were fully and unconditionally guaranteed on a senior and unsecured basis by us and certain of our subsidiaries. As a result of the Redemption, we are no longer required to present guarantor consolidating financial statements in this Form 10-K for the year ended December 31, 2017. In connection with the Redemption, we recorded a loss on extinguishment of debt of $22 million included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations, of which $8 million related to unamortized debt issuance costs and $14 million related to the Call Premium. Senior Notes due 2022 We have $600 million aggregate principal amount, 7.50% Senior Notes due 2022 (the “Senior Notes due 2022”) which notes were issued pursuant to an indenture dated March 19, 2015 (the “2022 Indenture”). The Senior Notes due 2022 have not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. There were no repayments during the year ended December 31, 2017. During the year ended December 31, 2016, we repurchased $16 million of face value of notes at a weighted average price of 76% of par, resulting in a net gain of approximately $3 million, which was included in “Gain (loss) on extinguishment of debt” in the Consolidated Statements of Operations. The Indenture and the Senior Notes due 2022 provide, among other things, that the Senior Notes due 2022 are senior unsecured obligations of Tronox Finance and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. Interest is payable on March 15 and September 15 of each year until their maturity date of March 15, 2022. The terms of the 2022 Indenture, among other things, limit, in certain circumstances, the ability of us to: incur certain additional indebtedness and issue preferred stock; make certain dividends, distributions, investments and other restricted payments; sell certain assets; incur liens; agree to any restrictions on the ability of certain subsidiaries to make payments to us; consolidate or merge with or into, or sell substantially all of our assets to, another person; enter into transactions with affiliates; and enter into new lines of business. At December 31, 2017 and December 31, 2016, debt issuance costs related to the Senior Notes due 2022 of $8 million and $10 million, respectively, were recorded as a direct reduction of the carrying value of the long-term debt as described below . Senior Notes due 2025 On September 22, 2017, Tronox Finance plc, issued 5.75% senior notes due 2025 for an aggregate principal amount of $450 million (the “Senior Notes due 2025”), which notes were issued under an indenture dated September 22, 2017 (the “2025 Indenture”). The 2025 Indenture and the Senior Notes due 2025 provide among other things, that the Senior Notes due 2025 are senior unsecured obligations of Tronox Finance plc and are guaranteed on a senior and unsecured basis by us and certain of our other subsidiaries. The Senior Notes due 2025 have not been registered under the Securities Act, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements. Interest is payable on April 1 and October 1 of each year beginning on April 1, 2018 until their maturity date of October 1, 2025. The terms of the 2025 Indenture, among other things, limit, in certain circumstances, the ability of us and certain of our subsidiaries to: incur secured indebtedness, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of our assets. The terms of the 2025 Indenture also include certain limitations on our non-guarantor subsidiaries incurring indebtedness. Debt issuance costs of $9 million relating to the Senior Notes due 2025 were recorded as a direct reduction of the carrying value of the long-term debt as described below and will be amortized over the life of the Senior Notes due 2025. Liquidity and Capital Resources As of December 31, 2017, we had $232 million available under the $550 million Wells Fargo Revolver, $61 million under the New ABSA Revolver and $1.1 billion in cash and cash equivalents. In addition, as of December 31, 2017 we had restricted cash of $653 million, which included the $650 million of proceeds from the Blocked Term Loan discussed above and $1 million of related interest. Lease Financing We have capital lease obligations in South Africa, which are payable through 2031 at a weighted average interest rate of approximately 14%. At December 31, 2017 and 2016, assets recorded under capital lease obligations were $23 million and $21 million, respectively. Related accumulated amortization was $8 million and $6 million at December 31, 2017 and 2016, respectively. During 2017, 2016, and 2015 we made principal payments of less than $1 million for all periods. At December 31, 2017, future minimum lease payments, including interest, were as follows: Principal Repayments Interest Total Payments 2018 $ 1 $ 3 $ 4 2019 1 3 4 2020 1 2 3 2021 1 2 3 2022 1 2 3 Thereafter 14 10 24 Total $ 19 $ 22 $ 41 Bridge Facility In connection with our acquisition of Alkali in 2015, we entered into a $600 million senior unsecured bridge facility (the “Bridge Facility”). The Bridge Facility was not utilized and terminated with the completion of the purchase of Alkali. During 2015, we incurred $8 million of financing fees related to the Bridge Facility, which were included in “Interest and debt expense, net” in the Consolidated Statements of Operations. Debt Covenants At December 31, 2017, we had no financial covenants in the Wells Fargo Revolver, the New ABSA Revolver and the New Term Loan Facility, however, only the New ABSA Revolver had a financial maintenance covenant that applies to local operations and only when the New ABSA Revolver is drawn upon. Interest and Debt Expense, Net Interest and debt expense, net of capitalized interest in the Consolidated Statements of Operations consisted of the following: Year Ended December 31, 2017 2016 2015 Interest on Prior Term Loan $ 49 $ 67 $ 63 Interest on New Term Loan Facility 26 — — Interest on Senior Notes due 2020 42 57 57 Interest on Senior Notes due 2022 44 44 35 Interest on Senior Notes due 2025 7 — — Amortization of deferred debt issuance costs and discounts on debt 15 11 11 Bridge facility — — 8 Capitalized interest (2 ) (3 ) (6 ) Other 7 9 8 Total interest and debt expense, net $ 188 $ 185 $ 176 In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates using the effective interest method for our long-term debt and on a straight line basis for our Wells Fargo Revolver. At December 31, 2017, we had deferred debt issuance costs of $7 million related to the Wells Fargo Revolver, which is recorded in “Other long-term assets” in the Consolidated Balance Sheets. At December 31, 2017, we had $12 million and $27 million of debt discount and debt issuance costs, respectively, related to the New Term Loan Facility, which was recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets. At December 31, 2017, we had $9 million of debt issuance costs, related to the Senior Notes due 2025, which was recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets. At December 31, 2017 and December 31, 2016, we had $8 million and $10 million, respectively, of debt issuance costs related to the Senior Notes 2022, which were recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets. |