Debt | Debt Long-term Debt Long-term debt, net of an unamortized discount and debt issuance costs, consisted of the following: Original Annual Maturity December 31, December 31, Term Loan Facility, net of unamortized discount (1) $ 1,300 Variable 3/11/2028 $ 898 $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 390 393 2023 Term Loan Facility, net of unamortized discount (1) 350 Variable 8/16/2028 347 — Senior Notes due 2029 1,075 4.63 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 64 77 Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 1 1 MGT Loan (2) 36 Variable Variable 25 30 Finance leases 43 47 Long-term debt 2,843 2,521 Less: Long-term debt due within one year (27) (24) Debt issuance costs (30) (33) Long-term debt, net $ 2,786 $ 2,464 (1) The average effective interest rate, including impacts of our interest rate swap, for the Term Loan Facility was 6.6% and 4.8% for the year ended December 31, 2023 and 2022, respectively. The average effective interest rate on the 2022 Term Loan Facility was 8.7% and 5.8% for the year ended December 31, 2023 and 2022, respectively. The average effective interest rate on the 2023 Term Loan Facility was 10.1% for the year ended December 31, 2023. The average effective interest rate on the Standard Bank Term Loan Facility was 10.3% and 7.2% for the year ended December 31, 2023 and 2022, respectively. (2) The MGT loan is a related party debt facility. Average effective interest rate on the MGT loan was 6.0% and 4.4% during the year ended December 31, 2023 and 2022, respectively. Refer below for further details. At December 31, 2023, the scheduled maturities of our long-term debt were as follows: Total Borrowings 2024 27 2025 28 2026 67 2027 16 2028 1,247 Thereafter 1,468 Total 2,853 Remaining accretion associated with the Term Loan Facility, the 2022 Term Loan Facility and the 2023 Term Loan Facility (10) Total borrowings 2,843 Long-term Debt Term Loan Facility and Cash Flow Revolver On March 11, 2021, Tronox Finance LLC (the "Borrower", the Borrower's indirect parent company, Tronox Holdings plc (the "Company"), and certain of the Company's subsidiaries, entered into an amendment and restatement of its then existing senior secured first lien term loan credit facility dated as of September 22, 2017 pursuant to which, among other things, the Borrower amended and restated such existing credit facility with a new amended and restated senior secured first lien credit agreement dated as of September 22, 2017 (as amended through and including March 11, 2021, the "New Credit Agreement") with a syndicate of lenders and HSBC Bank USA, National Association, as administrative agent and collateral agent. The New Credit Agreement provides the Borrower with (a) a new seven-year term loan facility (the "Term Loan Facility") in an aggregate initial principal amount of $1.3 billion and (b) new five-year cash flow revolving facility (the "Cash Flow Revolver") providing initial revolving commitments of $350 million and a sublimit of $125 million for letters of credit. The maturity date on the Term Loan Facility and the Cash Flow Revolver is March 11, 2028 and March 11, 2026, respectively. Subject to certain customary and other exceptions, the obligations of the Borrower under the New Credit Agreement are (a) guaranteed on a joint and several basis by the Company and certain of the Company's restricted subsidiaries, and (b) secured by a first priority lien on substantially all of the Borrower's and gurantors' assets, including inventory, receivables and related assets, and equipment, equity interests in subsidiaries, and material real property, in each case subject to certain limitations and principles. In connection with entering into the New Credit Agreement, the Company terminated all remaining commitments and repaid all obligations under its prior term loan facility and prior revolving credit facility totaling $1.6 billion (of which $313 million of the principal under the prior term loan facility was repaid with cash on hand). As a result of this transaction in accordance with ASC 470, we recognized approximately $4 million in "Loss on Extinguishment of Debt" recorded in the Consolidated Statements of Operations for the year ended December 31, 2021. Additionally, during the year ended December 31, 2021, the Company made several voluntary prepayments totaling $398 million on the Term Loan Facility. As a result, we recognized approximately $9 million in "Loss on Extinguishment of Debt" recorded in the Consolidated Statements of Operations for the year ended December 31, 2021. In June 2023, in anticipation of Reference Rate Reform, we amended our interest rate terms of the Term Loan Facility and Cash Flow Revolver from LIBOR to SOFR pursuant to the New Credit Agreement (the "Second Amendment"). The Term Loan Facility and Cash Flow Revolver bear interest at either the base rate or the SOFR rate, at the Company's discretion, in each case plus an applicable margin. Based on our first lien net leverage ratio pursuant to the credit agreement, the applicable margin under the Term Loan Facility and Cash Flow Revolver as of December 31, 2023 was 2.50% and 2.25%, respectively. Commencing June 30, 2021, the Cash Flow Revolver contains a springing financial covenant when a loan amount is drawn exceeding 35% of the Cash Flow Revolver. In this instance, the first lien net leverage ratio shall not exceed 4.75x at quarter end testing period. During the year ended December 31, 2022, we drew down $133 million on our Cash Flow Revolver and repaid $103 million as of December 31, 2022. As of December 31, 2022, there was $30 million outstanding revolving credit loans (recorded within "Short-term debt" on the Consolidated Balance Sheet) under the Cash Flow Revolver, which was fully repaid during the year ended December 31, 2023. The average effective interest rate on the Cash Flow Revolver for the year ended December 31, 2022 was 5.1%. Additionally, there was $7 million of issued and undrawn letters of credit under the Cash Flow Revolver as of December 31, 2023. Additionally, in connection with the sale of the Hawkins Point Plant (refer to Note 18 - Commitments & Contingencies for further details), in December 2022, a $50 million undrawn letter of credit was issued as a bi-lateral, stand-alone arrangement. Debt issuance costs associated with the Cash Flow Revolver of $1 million and $2 million were included in “Other long-term assets” in the Consolidated Balance Sheets at December 31, 2023 and 2022, respectively, and are being amortized over the life of the Cash Flow Revolver. 2022 Term Loan Facility On April 4, 2022, the Borrower, 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 New Credit Agreement (the "First Amendment"). The First 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 the New 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 New Credit Agreement with respect to 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 December 31, 2023, 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 New Credit Agreement immediately prior to the effectiveness of the First 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 previous senior notes of $500 million. 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 Consolidated Statements of Operations for the year ended December 31, 2022. As of December 31, 2023, the total outstanding principal balance is $393 million, of which $4 million is recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet. 2023 Term Loan Facility In August 2023, the Borrower, 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. 3 to the New Credit Agreement (the "Third Amendment"). The Third Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2023 Term Loan Facility" and, the loans thereunder, the "2023 Incremental Term Loans") under the New Credit Agreement in an aggregate initial principal amount of $350 million. A portion of the proceeds of the 2023 Term Loan Facility were used to repay $159 million of then-outstanding borrowings under the Company's existing revolving credit facilities and to enhance available liquidity for upcoming capital expenditures. The obligations of the Borrower under the 2023 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the New Credit Agreement with respect to the Term Loan Facility and 2022 Term Loan Facility (as discussed above). The 2023 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 2023 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 2023 Incremental Term Loans commencing with the second full fiscal quarter after the effective date of the 2023 Incremental Term Loan Facility. The final maturity of the 2023 Incremental Term Loans will occur on August 16, 2028. The 2023 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 2023 Incremental Term Loans 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 2023 Incremental Term Loans is 2.50% per annum for base rate loans, or 3.50% per annum for SOFR rate loans. The 2023 Incremental Term Loans have an interest rate floor of 0.50%. As of December 31, 2023, the applicable margin under the 2023 Term Loan Facility was 3.50%. The 2023 Incremental Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the New Credit Agreement immediately prior to the effectiveness of the Third 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). As of December 31, 2023, the total outstanding principal balance is $350 million, of which $4 million is recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet. 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. During the year ended December 31, 2021, the Company utilized the proceeds of the Senior Notes due 2029 to repay our previous senior notes which had an aggregate outstanding principal balance of $1.1 billion. As a result of this transaction, we recorded $52 million of debt extinguishment costs, including call premiums of $40 million in the aggregate on the previous senior notes, in "Loss on Extinguishment of Debt" on the Consolidated Statement of Operations for the year ended December 31, 2021. Standard Bank Term Loan Facility and Revolving Credit Facility During the year ended December 31, 2021, we made several voluntary prepayments totaling R1,040 million (approximately $69 million) on our previous facility with Standard Bank as well as mandatory quarterly repayments totaling approximately $24 million. No prepayment penalties were required as a result of this principal prepayment. Additionally, during the year ended December 31, 2021, we repaid the remaining outstanding balance of R390 million (approximately $26 million) of the previous facility with Standard Bank and entered into an amendment and restatement with Standard Bank as is discussed below. 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 $98 million) (the "Standard Bank Term Loan Facility") and (b) a new three-year revolving credit facility (the "Standard Bank Revolving Credit Facility") providing initial revolving commitments of R1.0 billion (approximately $55 million at the December 31, 2023 exchange rate). The maturity date on the Standard Bank Term Loan Facility and the Standard Bank Revolving Credit Facility is November 11, 2026 and October 1, 2024, respectively. The Standard Bank Term Loan Facility has a delayed draw feature up to thirty Both the Standard Bank Term Loan Facility and the Standard Bank Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin on the Standard Bank Term Loan Facility is 2.35%. The applicable margin on the 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. Pursuant to the credit agreement, on November 11, 2021, the Company drew down the total outstanding principal balance of R1.5 billion (approximately $98 million) on the Standard Bank Term Loan Facility. As of December 31, 2023, the total outstanding principal balance is R1.2 billion (approximately $64 million at the December 31, 2023 exchange rate), of which R150 million (approximately $8 million at the December 31, 2023 exchange rate) is recorded within "Long-term debt due within one year" on the Consolidated Balance Sheet. Additionally, during the year ended December 31, 2023, we drew down R650 million (approximately $36 million at the December 31, 2023 exchange rate) under the Standard Bank Revolving Credit Facility for general corporate purposes and fully repaid the outstanding amount during the year. Australian Government Loan We maintain an interest-free loan with the Australian government (“Australian Government Loan”) that is subject to renewal every 5 years and is contingent on renewal of our Australind site leases with final maturity in December 2036. The loan balance due upon maturity is AUD 6 million (approximately $4 million at the December 31, 2023 exchange rate). At December 31, 2023, the discounted value on the Australian Government Loan was approximately AUD 2 million (approximately $1 million at the December 31, 2023 exchange rate). MGT Loan On December 17, 2020, we completed our agreement with Cristal to acquire certain assets co-located at our Yanbu facility which produce metal grade TiCl4 (“MGT”) in exchange for a $36 million note payable. Repayment of the note payable is based on a fixed U.S. dollar per metric ton quantity of MGT delivered by us to Advanced Metal Industries Cluster and Toho Titanium Metal Co. Ltd (ATTM) over time and therefore the ultimate maturity date is variable in nature. If ATTM fails to purchase MGT from us under certain contractually agreed upon conditions, then at our election we may terminate the MGT supply agreement with ATTM and will no longer owe any amount under the loan agreement with Cristal. We currently estimate the ultimate maturity to be between approximately five on the Saudi Arabian Interbank Offered Rate (“SAIBOR”) plus a premium. As of December 31, 2023, the outstanding balance of the note payable was $25 million, of which $7 million is expected to be paid within the next twelve months (recorded within "Long-term debt due within one year" on our Consolidated Balance Sheet). Refer to Note 22 for further information on the MGT transaction. Tikon Loan We maintained a working capital debt agreement in China (“Tikon Loan”) that matured in May of 2021. The Tikon Loan bore interest based on an official lending basis rate per annum as announced and published by the People’s Bank of China plus a 7% premium. During the year ended December 31, 2021, we repaid the remaining outstanding principal balance of CNY 111 million (approximately $17 million). No prepayment penalties were required as a result of these principal prepayments. Short-term Debt Cash Flow Revolver For a description of the Cash Flow Revolver, see details above under " Term Loan Facility and Cash Flow Revolver ". Standard Bank Revolving Credit Facility For a description of the Standard Bank Revolving Credit Facility, see details above under " Standard Bank Term Loan Facility and Revolving Credit Facility ". Emirates Revolver In June 2023, Tronox Pigment UK Limited, as borrower, and Tronox Holdings plc, as guarantor, entered into a new revolving credit facility with Emirates NBD PJSC (“Emirates”) which replaced the existing revolving credit facility with Emirates. The new Emirates revolving credit facility is secured by inventory of Tronox Pigment UK Limited and will mature in June 2024. The facility limit is 50 million Pound Sterling (approximately $64 million at the December 31, 2023 exchange rate) and can be drawn in either Pound Sterling, Euro or US Dollar. Under the terms of the revolver, for U.S. dollar borrowings, the interest rate is SOFR plus 1.75%, for Euro borrowings, the interest rate is Euribor plus 1.75% and for Pound Sterling borrowings, the interest rate is SONIA plus 1.75%. During the year ended December 31, 2023, we drew down 35 million Pound Sterling (approximately $43 million) and fully repaid the outstanding amount as of December 31, 2023. SABB Credit Facility On October 16, 2019, our KSA subsidiary entered into a short-term working capital facility with the Saudi British Bank (“SABB Facility”) for an amount up to SAR 70 million (approximately $19 million). The SABB Facility bears interest at the Saudi Inter Bank Offered Rate plus 180 basis points on outstanding balances. In November 2023, the Company amended the agreement which amongst other things, extended the maturity date of the SABB Credit Facility from November 30, 2023 to November 30, 2024 and increased the facility limit to SAR 75 million (approximately $20 million at the December 31, 2023 exchange rate). During the year ended December 31, 2023, we drew down SAR 16 million (approximately $4 million at the December 31, 2023 exchange rate) under the SABB Facility for general corporate purposes and fully repaid the outstanding amount as of December 31, 2023. Itaù Unibanco S.A. Credit Facility In November 2022, our Brazilian subsidiary entered into a working capital facility with Itaù Unibanco S.A. in Brazil for an amount up to 30 million BRL (approximately $6 million at the December 31, 2023 exchange rate). There is no maturity date under this facility until written notice is given. The facility bears interest at the Bolsa do Basil reference rate on outstanding balances. There is no borrowings outstanding under this facility at December 31, 2023. 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 was repaid in monthly installments over 10 months at a 5% fixed annual interest rate. In August 2023, the Company entered into a $27 million insurance premium financing agreement with a third-party financing company. The financing balance required a 33% down payment and will be repaid in monthly installments over 9 months at a 8% fixed annual interest rate. As of December 31, 2023 and 2022, the financing balance of these arrangements was $11 million and $10 million, respectively, and is recorded in "Short-term debt" in the Consolidated Balance Sheet. Debt Covenants At December 31, 2023, we are in compliance with all financial covenants in our debt facilities. Interest and Debt Expense, Net Interest and debt expense, net in the Consolidated Statements of Operations consisted of the following: Year Ended December 31, 2023 2022 2021 Interest on debt $ 157 $ 132 $ 148 Amortization of deferred debt issuance costs and discounts on debt 9 8 11 Capitalized interest (17) (17) (7) Interest on capital leases and letters of credit and commitments 9 2 5 Total interest and debt expense, net $ 158 $ 125 $ 157 In connection with obtaining debt, we incurred debt issuance costs, which are being amortized through the respective maturity dates on a straight-line basis for all of our debt facilities. At December 31, 2023 and December 31, 2022, we had deferred debt issuance costs of $1 million and $2 million, respectively, related to the Cash Flow Revolver, which is recorded in “Other long-term assets” in the Consolidated Balance Sheets. At December 31, 2023 and December 31, 2022, we had debt discounts of $10 million and $8 million, respectively, and debt issuance costs of $30 million and $33 million, respectively, primarily related to our term loans and senior notes, which were recorded as a direct reduction of the carrying value of the long-term debt in the Consolidated Balance Sheets. |