August 27, 2013
VIA EDGAR AND OVERNIGHT DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Ms. Pamela A. Long |
| Re: | Tronox Limited |
| Amendment No. 3 to Registration Statement on Form S-4 |
| Filed August 19, 2013 |
| File No. 333-189308 |
Dear Ms. Long,
This letter is being furnished by Tronox Finance LLC, a Delaware limited liability company (“Tronox Finance”) and Tronox Limited, a public company registered under the laws of the State of Western Australia, Australia (“Tronox Limited” and together with Tronox Finance and each of the guarantors listed onSchedule A hereto, the “Registrants”) in response to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) by letter dated August 26, 2013 to Michael J. Foster, Senior Vice President, General Counsel & Secretary of Tronox Limited, with respect to Amendment No. 3 to the Registrants’ Registration Statement on Form S-4 (File No. 333-189308) (the “Registration Statement”) that was initially filed with the Commission on June 14, 2013.
The text of the Staff’s comments has been included in this letter for your convenience and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Registrants’ response to each of the numbered comments immediately below each numbered comment.
In addition, the Registrants are hereby filing Amendment No. 4 (“Amendment No. 4”) to the Registration Statement. The Registration Statement has been revised to reflect the Registrants’ responses to the comments from the Staff and to incorporate certain other updating and conforming changes. All page numbers in the responses below refer to Amendment No. 4, except as otherwise noted. We have enclosed a courtesy package, which includes four copies of Amendment No. 4, all of which have been marked to show changes from the initial filing of the Registration Statement.
Tronox Limited
One Stamford Plaza, 263 Tresser Boulevard, Suite 1106
Stamford, Connecticut 06901
Prospectus Cover Page
| 1. | Staff’s comment: We note that you have commenced the offer prior to effectiveness of the registration statement. The preliminary prospectus disseminated in an exchange offer must be complete and contain all required information. Accordingly, please remove the language that the “prospectus is not complete” and “Subject to Completion” from the cover page of the prospectus. Please see question I.E.2 of the July 2001 Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations. |
Response: In response to the Staff’s comment, the Registrants have amended the prospectus cover page to remove the noted language.
Exhibit 5.3
| 2. | Staff’s comment: We note that Section 3.7 states that in no circumstance can any person that the opinion is provided to pursuant to paragraph 3.6 rely on the opinion. Paragraph 3.6 states that the opinion may be disclosed “as a filing with the Securities and Exchange Commission as an exhibit to the Registration Statement.” The limitation in Section 3.7 suggests that purchasers in the offering who receive the opinion as part of the Registration Statement are not entitled to rely on the opinion. Such a limitation on reliance is not acceptable. Please delete this limitation. See Staff Legal Bulletin No. 19 (Oct. 2011). |
Response: In response to the Staff’s comment, the Registrants have filed a revised opinion 5.3 and revised Section 3.7 to clarify that the purchasers in the offering may rely on the opinion.
Please note that the Registrants will furnish a letter at the time they request acceleration of the effective date of the Registration Statement acknowledging the statements set forth in the Staff’s comment letter.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact me at 405-775-5171 or the Registrants’ outside counsel, Christian O. Nagler at (212) 446-4660 or David A. Curtiss at (212) 446-5974.
| Sincerely, |
| /s/ Michael J. Foster |
| Michael J. Foster |
| Cc: | Christian O. Nagler, Esq. |
David A. Curtiss, Esq.
Schedule A
Guarantors | Jurisdiction of Organization | |
Tronox Incorporated | Delaware | |
Tronox LLC | Delaware | |
Tronox US Holdings Inc. | Delaware | |
Tronox Australia Holdings Pty Limited | Western Australia, Australia | |
Tronox Australia Pigments Holdings Pty Limited | Western Australia, Australia | |
Tronox Global Holdings Pty Limited | Western Australia, Australia | |
Tronox Limited | Western Australia, Australia | |
Tronox Pigments Australia Holdings Pty Limited | Western Australia, Australia | |
Tronox Pigments Australia Pty Limited | Western Australia, Australia | |
Tronox Pigments Western Australia Pty Limited | Western Australia, Australia | |
Tronox Pigments LLC | Western Australia, Australia | |
Tronox Sands Holdings Pty Limited | Western Australia, Australia | |
Tronox Western Australia Pty Ltd | Western Australia, Australia | |
Tronox Worldwide Pty Limited | Western Australia, Australia | |
Tronox Holdings (Australia) Pty Limited | Western Australia, Australia | |
Tronox Investments (Australia) Pty Ltd | Western Australia, Australia | |
Tronox Australia Sands Pty Ltd | Western Australia, Australia | |
Ticor Resources Pty Ltd | Western, Australia, Australia | |
Ticor Finance (A.C.T.) Pty Ltd | Western Australia, Australia | |
Tronox Sands Holdings Pty Limited | Western Australia, Australia | |
TiO2 Corporation Pty Ltd | Western Australia, Australia | |
Yalgoo Minerals Pty. Ltd. | Australia | |
Tific Pty. Ltd. | Australia | |
Synthetic Rutile Holdings Pty Ltd | Australia | |
Senbar Holdings Pty Ltd | Australia | |
Pigment Holdings Pty Ltd | Australia | |
Tronox Mineral Sales Pty Ltd | Australia | |
Tronox Management Pty Ltd | Australia | |
Tronox International Finance LLP | United Kingdom | |
Tronox Pigments Ltd. | Bahama Islands | |
Tronox Holdings Europe C.V. | The Netherlands | |
Tronox Holdings Coöperatief U.A. | The Netherlands |
Tronox Limited
One Stamford Plaza, 263 Tresser Boulevard, Suite 1106
Stamford, Connecticut 06901