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, 2022 December 31, 2021 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 897 897 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 394 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 6.5% Senior Secured Notes due 2025 500 6.50 % 5/1/2025 — 500 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 75 92 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 31 33 Finance leases 46 14 Long-term debt 2,519 2,612 Less: Long-term debt due within one year (22) (18) Debt issuance costs (34) (36) Long-term debt, net $ 2,463 $ 2,558 _______________ (1) The average effective interest rate on the Term Loan Facility, the 2022 Term Loan Facility and the Standard Bank Term Loan Facility was 4.7%, 5.1% and 6.8%, respectively, during the nine months ended September 30, 2022. The average effective interest rate on the Term Loan Facility and Standard Bank Term Loan Facility was 4.9% and 6.4%, respectively, during the nine months ended September 30, 2021. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 4.0% and 3.1% during the nine months ended September 30, 2022 and September 30, 2021, respectively. Emirates Revolver During the nine months ended September 30, 2022, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from March 31, 2022 to March 31, 2023. Standard Bank Revolving Credit Facility In July 2022, we drew down 400 million South African rand (approximately $22 million at the September 30, 2022 exchange rate) for general corporate purposes and fully repaid the outstanding amount as of September 30, 2022. In October 2022, we drew down 280 million South African rand (approximately $15 million at the September 30, 2022 exchange rate) for general corporate purposes which is expected to be repaid in the fourth quarter of 2022. Term Loan Facility and Cash Flow Revolver During the nine months ended September 30, 2021, we amended and restated our prior term loan facility with a new seven-year first lien credit facility (the "Term Loan Facility") and a new five-year cash flow revolving facility ("Cash Flow Revolver"). 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. Additionally, during the three and nine months ended September 30, 2021, we made total voluntary prepayments on the Term Loan Facility of $135 million and $196 million, respectively, and as a result, we recorded approximately $3 million and $4 million, respectively, in "Loss on extinguishment of debt" in the unaudited condensed Consolidated Statement of Income. The Term Loan Facility bears interest at either the base rate or an adjusted LIBOR rate, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the Term Loan Facility agreement, the applicable margin under the Term Loan Facility as of September 30, 2022 was 2.25%. In April 2022, the Company drew down $85 million on its Cash Flow Revolver which was utilized to make the payment on the Venator settlement. During the nine months ended September 30, 2022, we made total repayments of $20 million and the remaining outstanding balance as of September 30, 2022 was $65 million. Senior Notes due 2029 During the nine months ended September 30, 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"). As a result of this transaction, the Company repaid the outstanding principal balance of $615 million on its Senior Notes due 2026 and 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. 2022 Term Loan Facility On April 4, 2022, Tronox Finance LLC (the "Borrower"), the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), certain of the Company's subsidiaries, the incremental term lender party thereto, and HSBC Bank USA. National Association, as Administrative Agent and Collateral Agent, entered into Amendment No. 1 to the Amended and Restated First Lien Credit Agreement (the "Amendment"). The Amendment provides the Borrower with a new seven-year incremental term loan facility (the "2022 Term Loan Facility" and, the loans thereunder, the "2022 Incremental Term Loans") under its credit agreement in an aggregate initial principal amount of $400 million. The obligations of the Borrower under the 2022 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the existing credit agreement of the Term Loan Facility (as discussed above). The 2022 Incremental Term Loans are a separate class of loans under the credit agreement, and if the Borrower elects to make an optional prepayment under the credit agreement or is required to make a mandatory prepayment under the credit agreement, the Borrower, may, in each case, select which class or classes of loans to prepay. The 2022 Incremental Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2022 Incremental Term Loans commencing with the second full fiscal quarter after the effective date of the 2022 Incremental Term Loan Facility. The final maturity of the 2022 Incremental Term Loans will occur on the seventh anniversary of the effective date of the 2022 Incremental Term Loan Facility. The 2022 Incremental Term Loan Facility permits amendments thereto whereby individual lenders may extend the maturity date of their outstanding loans upon the Borrower's request without the consent of any other lender, so long as certain conditions are met. The 2022 Incremental Term Loans shall bear interest, at the Borrower's option, at either the base or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2022 Incremental Loans is 2.25% per annum, for base rate loans, or 3.25% per annum, for SOFR rate loans. The 2022 Incremental Term Loans have an interest rate floor of 0.50%. As of September 30, 2022, the applicable margin under the 2022 Term Loan Facility was 3.25%. The 2022 Incremental Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Existing Credit Agreement immediately prior to the effectiveness of the Amendment, which covenants, subject to certain limitations, thresholds and exceptions, limit the Company and its restricted subsidiaries to (among other restrictions): incur indebtedness; grant liens; pay dividends and make subsidiary and certain other distributions; sell assets; make investments; enter into transactions with affiliates; and make certain modifications to material documents (including organizational documents). The proceeds of the 2022 Incremental Term Loans were used on April 4, 2022, along with cash on hand, to redeem all outstanding 6.5% Senior Secured Notes due 2025 issued by Tronox Incorporated under the Indenture dated as of May 1, 2020 with Wilmington Trust, National Association, as Trustee and Collateral Agent and to pay transaction related costs and expenses. In connection with such redemption, all security interests and liens granted to Wilmington Trust, National Association, were automatically terminated and discharged. As a result of this transaction, we recognized approximately $21 million, including a call premium of $18 million, in "Loss on extinguishment of debt" on the unaudited Consolidated Statement of Income for the nine months ended September 30, 2022. Insurance premium financing In August 2022, the Company entered into a $21 million insurance premium financing agreement with a third-party financing company. The balance will be repaid in monthly installments over 10 months at a 5% fixed annual interest rate. As of September 30, 2022, the financing balance was $17 million and is recorded in "Short-term debt" in the Condensed Consolidated Balance Sheet. Debt Covenants As of September 30, 2022, we are in compliance with all financial covenants in our debt facilities. |