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, 2024 December 31, 2023 Term Loan Facility, net of unamortized discount (1) 1,300 Variable 3/11/2028 $ — $ 898 2022 Term Loan Facility, net of unamortized discount (1) 400 Variable 4/4/2029 — 390 2023 Term Loan Facility, net of unamortized discount (1) 350 Variable 8/16/2028 — 347 2024 Term Loan Facility, net of unamortized discount (1) 741 Variable 4/4/2029 735 — 2024-B Term Loan Facility, net of unamortized discount (1) 902 Variable 9/30/2031 896 — Senior Notes due 2029 1,075 4.625 % 3/15/2029 1,075 1,075 Standard Bank Term Loan Facility (1) 98 Variable 11/11/2026 — 64 RMB Term Loan Facility (1) 64 Variable 8/16/2029 63 — Australian Government Loan, net of unamortized discount N/A N/A 12/31/2036 2 1 MGT Loan (2) 36 Variable Variable 20 25 Finance leases 43 43 Long-term debt 2,834 2,843 Less: Long-term debt due within one year (34) (27) Debt issuance costs (33) (30) Long-term debt, net $ 2,767 $ 2,786 _______________ (1) The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility, the 2024 Term Loan Facility (including the impacts of the interest rate swaps), the 2024-B Term Loan Facility (including the impacts of the interest rate swaps), the Standard Bank Term Loan Facility and the RMB Term Loan Facility was 5.9%, 9.2%, 9.3%, 4.9%, 5.9%, 10.8% and 10.5%, respectively, during the nine months ended September 30, 2024. The average effective interest rate on the Term Loan Facility (including the impacts of the interest rate swaps), the 2022 Term Loan Facility, the 2023 Term Loan Facility and the Standard Bank Term Loan Facility was 6.0%, 8.6%, 9.3% and 10.2%, respectively, during the nine months ended September 30, 2023. As of September 30, 2024, the applicable margin on the 2024 Term Loan Facility, the 2024-B Term Loan Facility and the RMB Term Loan Facility was 2.75%, 2.50% and 2.35%, respectively. (2) The MGT loan is a related party debt facility. The average effective interest rate on the MGT loan was 6.1% and 6.0% during the nine months ended September 30, 2024 and September 30, 2023, respectively. Long-Term Debt 2024 Term Loan Facility On May 1, 2024, Tronox Finance LLC (the “Borrower”), an indirect subsidiary of Tronox Holdings plc (the “Company”), together with the Company and certain of the Company’s subsidiaries, entered into Amendment No. 4 (the "2024 Amendment") to the Credit Agreement (as defined below) with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The 2024 Amendment provides the Borrower with a new five-year incremental term loan facility ("the 2024 Term Loan Facility" and the loan thereunder, the "2024 Term Loans") in an aggregate initial principal amount of $741 million under its Amended and Restated Credit Agreement, dated as of March 11, 2021 (as amended through the date hereof, the "Credit Agreement") among the Borrower, the Company, certain of the Company's subsidiaries, the lenders party thereto from time to time and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. The 2024 Term Loan Facility was used to refinance in full the Company's outstanding 2022 Term Loan Facility and the 2023 Term Loan Facility. The obligations of the Borrower under the 2024 Term Loan Facility are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effectiveness of the Amendment. The 2024 Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment 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 2024 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024 Term Loan Facility commencing with the second full fiscal quarter after the effective date of the 2024 Term Loan Facility. The final maturity of the 2024 Term Loan Facility will occur on April 4, 2029. The 2024 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 2024 Term Loan Facility shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024 Term Loan Facility is 1.75% per annum for base rate loans or 2.75% per annum for SOFR rate loans. The 2024 Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the 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). 2024-B Term Loan Facility On September 30, 2024, the Borrower (as defined above), together with the Company and certain of the Company's subsidiaries, entered into Amendment No. 6 to the Credit Agreement (as defined above) with the term lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 6 provides the Borrower with a new seven-year incremental term loan facility (the "2024-B Term Loan Facility") in an aggregate principal amount of $902 million. The proceeds of the 2024-B Term Loan Facility was used to refinance in full all of the outstanding amounts of the existing Term Loan Facility. The obligations of the Borrower under the 2024-B Term Loan Facility are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effectiveness of Amendment No. 6. The 2024-B Term Loan Facility is a separate class of loans under the Credit Agreement, and if the Borrower elects to make an optional payment 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 2024-B Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the 2024-B Term Loans commencing with the second full fiscal quarter after the effective date of the 2024-B Term Loan Facility. The final maturity of the 2024-B Term Loan Facility will occur on September 30, 2031. The 2024-B Refinancing 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 2024-B Term Loans shall bear interest, at the Borrower’s option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the 2024-B Term Loan Facility is 1.5% per annum for base rate loans or 2.5% per annum for SOFR rate loans. The 2024-B Term Loan Facility contains the same negative covenants applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of Amendment No. 6, 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 2024-B Term Loan Facility also contains the same representations and warranties, affirmative covenants and events of default applicable to the term loans outstanding under the Credit Agreement immediately prior to the effectiveness of Amendment No. 6. If an event of default occurs under the 2024-B Term Loan Facility, then a majority of the lenders through the administrative agent, may (a) declare the 2024-B Term Loan Facility (and all other loans) to be immediately due and payable and/or (b) foreclose on the collateral securing the obligations under the Credit Agreement. As a result of this transaction, we recognized approximately $2 million in "Loss on extinguishment of debt" on the unaudited Condensed Consolidated Statement of Operations for both the three and nine months ended September 30, 2024. RMB Term Loan Facility and RMB Revolving Credit Facility On August 16, 2024, Tronox Minerals Sands Proprietary Limited and Tronox KZN Sands Proprietary Limited, wholly-owned subsidiaries of the Company, entered into Amendment No. 2 (“the Amendment”) and restatement of a credit facility with RMB, that supersedes and replaces the Standard Bank Term Loan Facility and the Standard Bank Revolving Credit Facility in their entirety. The amended credit facility provides the Company with (a) a new five-year term loan facility in an aggregate principal amount of R1.1 billion (approximately $63 million at September 30, 2024 exchange rate) (the "RMB Term Loan Facility") and (b) a new three-year revolving credit facility (the "RMB Revolving Credit Facility") providing an increase of the revolving commitments of R1.2 billion (approximately $70 million at September 30, 2024 exchange rate). The maturity date on the RMB Term Loan Facility and the RMB Revolving Credit Facility is August 16, 2029 and August 16, 2027, respectively. Mandatory capital repayments of R37.5 million (approximately $2 million at September 30, 2024 exchange rate) are scheduled quarterly with the first mandatory repayment starting in March 31, 2025. Both the RMB Term Loan Facility and RMB Revolving Credit Facility shall bear interest at an adjusted JIBAR rate plus an applicable margin. The applicable margin on the RMB Term Loan Facility is 2.35%. The applicable margin on the RMB 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 1.95%, 2.10%, and 2.25%, respectively. The RMB Revolving Credit Facility requires the borrower to pay customary agency fees. Short-Term Debt New Cash Flow Revolver On August 15, 2024, the Borrower (as defined above), together with the Company and certain of the Company's subsidiaries, entered into Amendment No. 5 to the Credit Agreement (as defined above) with the revolving lenders party thereto and HSBC Bank USA, National Association, as Administrative Agent and Collateral Agent. Amendment No. 5 provides for a $350 million replacement revolving loan facility (the "New Cash Flow Revolver") which refinances and replaces the Borrower's existing $350 million revolving loan facility (the "Cash Flow Revolver"). The obligations of the Borrower under the New Cash Flow Revolver are guaranteed and secured by the same guarantees and liens under the Credit Agreement prior to the effective date of Amendment No. 5. The New Cash Flow Revolver is a separate class of loans under the Credit Agreement. The maturity date of the New Cash Flow Revolver will occur on the earlier of (a) August 15, 2029 and (b) the Springing Maturity Date. The Springing Maturity Date is defined under the Credit Agreement as the earlier of the date that is 91 days prior to (i) the scheduled maturity date of the Borrower's 2028 term loans if on such date the outstanding amount of 2028 term loans is greater than $200 million, (ii) the scheduled maturity date of the Borrower's 2029 term loans if on such date the outstanding amount of 2029 term loans is greater than $200 million, (iii) the stated maturity date of the Senior Unsecured 2029 if on such date the aggregate outstanding principal amount of the Senior Unsecured 2029 Notes is greater than $200 million, and (iv) the stated maturity date of certain debt-for-borrowed money (excluding debt issued under the Borrower's inside maturity date basket and certain other debt baskets under the Credit Agreement) incurred after the date of Amendment No. 5 if on such date the aggregate outstanding principal amount of such debt-for-borrowed money is greater than $200 million. The New Cash Flow Revolver shall bear interest, at the Borrower's option, at either the base rate or the SOFR rate, in each case plus an applicable margin. The applicable margin in respect of the New Cash Flow Revolver shall be determined based on the Borrower's first lien net leverage ratio as of the then most recently ended fiscal quarter and shall range from 1.25% to 0.75% per annum for base rate loans or 2.25% to 1.75% per annum for SOFR rate loans. The New Cash Flow Revolver contains substantially the same negative covenants applicable to the existing Cash Flow Revolver, 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 New Cash Flow Revolver contains the same springing financial covenant that was applicable to the existing Cash Flow Revolver. The New Cash Flow Revolver also contains substantially the same representations and warranties, affirmative covenants and events of default applicable to the existing Cash Flow Revolver. If an event of default occurs under the New Cash Flow Revolver, then a majority of the lenders acting through the administrative agent, may (a) declare the New Term Loans (and all other loans) to be immediately due and payable and/or (b) foreclose on the collateral securing the obligations under the Credit Agreement. As a result of this transaction, we recorded less than $1 million in "Loss on extinguishment of debt" on the unaudited Condensed Consolidated Statement of Operations for both the three and nine months ended September 30, 2024 RMB Revolving Credit Facility For a description of the RMB Revolving Credit Facility, see details above under " RMB Term Loan Facility and RMB Revolving Credit Facility ". Emirates Revolver In June 2024, the Company entered into an amendment to extend the maturity date of the Emirates Revolver from June 2024 to December 2024. Insurance premium financing In August 2024, the Company entered into a $29 million insurance premium financing agreement with a third-party financing company. The financing balance requires a 37% down payment and will be repaid in monthly installments over 9 months at an 8.6% fixed annual interest rate. As of September 30, 2024, 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, 2024, we are in compliance with all financial covenants in our debt facilities. |