Michael J. Foster Senior Vice President, General Counsel & Secretary | Phone: 405.775.5171 Fax: 405.775.5796 e-mail: Michael.Foster@Tronox.com |
July 11, 2012
Via EDGAR Submission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 3561
| Attention: | Mr. Jay Ingram | |||
| Re: | Tronox Limited | |||
Registration Statement on Form S-1 File No. 333-181842 | ||||
Dear Mr. Ingram:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Tronox Limited, a public company registered under the laws of the State of Western Australia, Australia (the “Company”) hereby requests acceleration of the effective date of their Registration Statement on Form S-1 (File No. 333-181842), as amended (the “Registration Statement”), to 4:00 p.m. Eastern Time, on Wednesday July 11, 2012 or as soon thereafter as practicable. The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, the Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Tronox Limited
One Stamford Plaza, 107 Elm Street, Suite 875, Stamford, CT 06902
Please contact Christian O. Nagler of Kirkland & Ellis LLP, outside counsel to the Registrants, at (212) 446-4660, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Sincerely,
Tronox Limited | ||
| /s/ Michael J. Foster | ||
| Name: | Michael J. Foster | |
| Title: | Senior Vice President, General Counsel and Secretary | |
| cc: | Christian O. Nagler |
| Kirkland & Ellis LLP |