Debt | Debt Long-Term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity September 30, 2021 December 31, 2020 Prior Term Loan Facility, net of unamortized discount (1) $ 2,150 Variable 9/22/2024 $ — $ 1,607 New Term Loan Facility, net of unamortized discount (1) (4) 1,300 Variable 3/11/2028 1,098 — Senior Notes due 2025 450 5.75 % 10/1/2025 — 450 Senior Notes due 2026 615 6.50 % 4/15/2026 — 615 Senior Notes due 2029 1,075 4.63 % 3/15/2029 1,075 — 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 500 500 Standard Bank Term Loan Facility (1) (3) 222 Variable 3/25/2022 — 115 Tikon Loan (3) N/A Variable 5/23/2021 — 17 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 34 36 Finance leases 15 15 Long-term debt 2,723 3,356 Less: Long-term debt due within one year (7) (58) Debt issuance costs (41) (35) Long-term debt, net $ 2,675 $ 3,263 _______________ (1) Average effective interest rate on the New Term Loan Facility of 4.9% during the nine months ended September 30, 2021. Average effective interest rate on the Prior Term Loan Facility of 4.5% during the nine months ended September 30, 2020. Average effective interest rate on the Standard Bank Term Loan Facility of 6.4% and 8.2% during the nine months ended September 30, 2021 and 2020, respectively. (2) The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan of 3.07% during the nine months ended September 30, 2021. (3) During the nine months ended September 30, 2021, the Company made three voluntary prepayments totaling R1,040 million (approximately $69 million at September 30, 2021 exchange rate) on the Standard Bank Term Loan Facility. During the nine months ended September 30, 2021, the Company made a voluntary prepayment of CNY 41 million (approximately $6 million at September 30, 2021 exchange rate) on the Tikon Loan, as well as repaying the remaining outstanding principal balance of CNY 70 million (approximately $11 million at September 30, 2021 exchange rate) on the Tikon loan. Additionally, on September 30, 2021, in conjunction with the Company's refinancing of the Standard Bank Term Loan Facility, the Company repaid the remaining outstanding principal balance of R390 million (approximately $26 million at September 30, 2021 exchange rate). Refer below for further details on the refinancing transaction. No prepayment penalties were required as a result of these principal prepayments. (4) During the three and nine months ended September 30, 2021, the Company made four and six voluntary prepayments, respectively, totaling $135 million and $196 million, respectively, on the New Term Loan Facility. As a result of these voluntary prepayments, the Company recorded $3 million and $4 million in "Loss on extinguishment of debt" within the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2021, respectively. Prior Term Loan Facility and New Term Loan Facility On March 11, 2021, Tronox Finance LLC entered into an amendment and restatement of its existing first lien term loan credit facility (the "Prior Term Loan Facility") pursuant to which, among other thing, we amended and restated the Prior Term Loan Facility with a new amended and restated first lien credit agreement dated as of September 22, 2017 (as amended through and including March 11, 2021, the "New Term Loan Facility") with a syndicate of lenders and HSBC Bank USA, National Association, as administrative agent and collateral agent. The New Term Loan Facility provides the Company with (a) a new seven-year New Term Loan Facility) in an aggregate principal amount of $1.3 billion and (b) new five-year cash flow revolving facility (the "New Revolving Facility") providing initial revolving commitments of $350 million and a sublimit of $125 million for letters of credit. The maturity date on the New Term Loan Facility and the New Revolving Facility is March 11, 2028 and March 11, 2026, respectively. The New Term Loan Facility shall bear interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Term Loan Facility is either 1.50% or 1.25%, for base rate loans, or 2.50% or 2.25%, for adjusted LIBOR rate loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. Interest is payable on the New Term Loan Facility on the last business of each March, June, September and December. Based on our first lien net leverage ratio, the applicable margin under the New Term Loan Facility as of September 30, 2021 was LIBOR plus a margin of 2.25%. The New Revolving Facility shall bear interest at either the base rate or adjusted LIBOR rate, in each case plus an applicable margin. The applicable margin in respect of the New Revolving Facility is either 1.25%, 1.00% or 0.75% for base rate loans, or 2.25%, 2.00% or 1.75%, for adjusted LIBOR Rate Loans, in each case determined based on, initially the passage of time, and thereafter upon the Company’s first lien net leverage ratio at the applicable time. The New Credit Facility requires the Borrower to pay customary agency fees. In connection with entering into the New Term Loan Facility, the Company terminated all remaining commitments and repaid all obligations under its Prior Term Loan Facility and Wells Fargo Revolver. Additionally, we repaid $313 million of the principal under the Prior Term Loan Facility with cash on hand. Commencing June 30, 2021, the New Revolving Facility contains a springing financial covenant when a loan amount is drawn exceeding 35% of the New Revolving Facility. In this instance, the first lien net leverage ratio shall not exceed 4.75x at quarter end testing period. As a result of this transaction and in accordance with ASC 470, we recognized approximately $4 million in "Loss on Extinguishment of Debt" recorded in the unaudited condensed Consolidated Statement of Income for the nine months ended September 30, 2021 . Senior Notes due 2025, Senior Notes due 2026 and Senior Notes due 2029 On March 15, 2021, Tronox Incorporated closed an offering of $1,075 million aggregate principal amount of its 4.625% senior notes due 2029 (the "Senior Notes due 2029"). The notes were offered at par and issued under an indenture dated as of March 15, 2021 among the Company and certain of the Company's restricted subsidiaries as guarantors and Wilmington Trust, National Association. The Senior Notes due 2029 provide, among other thing, that the Senior Notes due 2029 are guaranteed by the Company and certain of the Company's restricted subsidiaries, subject to certain exceptions. The Senior Notes due 2029 and related guarantees are the senior obligations of the Company and the guarantors. The Senior Notes due 2029 have not been registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration requirements. The terms of the indenture, among other things, limit, in certain circumstances, the ability of the Company and its restricted subsidiaries to: incur secured indebtedness, incur indebtedness at a non-guarantor subsidiary, engage in certain sale-leaseback transactions and merge, consolidate or sell substantially all of their assets. Interest is payable on the Senior Notes due 2029 on March 15 and September 15 of each year beginning on September 15, 2021 until their maturity date of March 15, 2029. On March 31, 2021, the Company repaid the outstanding principal balance of $615 million on its Senior Notes due 2026. As a result of this transaction, we recorded $30 million of debt extinguishment costs, including a call premium of $21 million, in "Loss on Extinguishment of Debt" on the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021 . On April 1, 2021, the Company repaid the outstanding principal balance of $450 million on its Senior Notes due 2025. As a result of this transaction, we recorded $22 million of debt extinguishment costs, including a call premium of $19 million, in "Loss on Extinguishment of Debt" on the Condensed Consolidated Statement of Income for the nine months ended September 30, 2021 . New Standard Bank Term Loan Facility and Revolving Credit Facility On October 1, 2021, Tronox Minerals Sands Proprietary Limited, a wholly-owned subsidiary of the Company, entered into an amendment and restatement of a new credit facility with Standard Bank. The new credit facility provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.5 billion (approximately $99 million at September 30, 2021 exchange rate) (the "New Standard Bank Term Loan Facility") and (b) a new three-year revolving credit facility (the "New Standard Bank Revolving Credit Facility") providing initial revolving commitments of R1.0 billion (approximately $66 million at September 30, 2021 exchange rate). The maturity date on the New Standard Bank Term Loan Facility and the New Standard Bank Revolving Credit Facility is November 11, 2026 and October 1, 2024, respectively. The New Standard Bank Term Loan Facility has a delayed draw feature up to thirty business days from the effective date of the executed credit agreement. Mandatory capital repayments of R37.5 million (approximately $2 million at September 30, 2021 exchange rate) are scheduled quarterly with the first mandatory repayment starting in December 2021. Both the New Standard Bank Term Loan Facility and the New Standard Bank Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin on the New Standard Bank Term Loan Facility is 2.35%. The applicable margin on the New Standard Bank Revolving Credit Facility is based upon average credit utilization during any interest period. If the revolving credit facility utilization is less than 33%, less than 66% but greater than 33%, or greater than 66%, the applicable margin is 2.10%, 2.25%, and 2.40%, respectively. The New Standard Bank Revolving Credit Facility requires the borrower to pay customary agency fees. Interest is payable on the New Standard Bank Term Loan Facility on each of March 31, June 30, September 30 and December 31, and the final maturity date pursuant to the agreement. Interest is payable on the New Standard Bank Revolving Credit Facility on the last day of the applicable interest period pursuant to the agreement. Debt Covenants As of September 30, 2021, we are in compliance with all financial covenants in our debt facilities. |