Item 1.01.
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Entry into a Material Definitive Agreement
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On April 10, 2019, in connection with the consummation of the acquisition (the “Acquisition”) by
Tronox Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Tronox Limited, an Australian public limited company incorporated in the Commonwealth of
Australia and a wholly-owned subsidiary of the Company (“Tronox Limited”),
of the titanium dioxide business (the “Business”) of The National Titanium Dioxide Company Limited., a limited company organized under the laws of the Kingdom of
Saudi Arabia (“Cristal”), and Cristal Inorganic Chemicals Netherlands Coöperatief W.A., a cooperative organized under the laws of the Netherlands and a wholly owned subsidiary of Cristal (“Seller”), the Company entered into a Shareholders
Agreement (the “Shareholders Agreement”) with Cristal, Seller and the three shareholders of Cristal (the “Shareholders”). Pursuant to the Shareholders Agreement, as long as Seller beneficially owns at least
24,900,000
of the Company’s ordinary shares or any other equity securities of the Company then entitled to vote generally in the election of directors (the “Voting Securities”),
it has the right to designate for nomination two members of the board of directors of the Company (the “Board”) and, as long as it beneficially owns at least
12,450,000
Voting Securities but less than
24,900,000
Voting Securities, it has the right to designate for nomination one member
of the Board. The Shareholders Agreement also provides certain preemptive rights to Seller so long as it beneficially owns at least 11,743,750 Voting Securities.
Pursuant to the Shareholders Agreement, the Company has agreed to file promptly after the closing of the Acquisition a registration statement covering
the resale of the Voting Securities held by Seller in an amount up to approximately four percent of the currently outstanding Voting Securities of the Company, which may be sold as soon as such registration statement is effective (the “Exempt
Shares”). Other than with respect to the Exempt Shares, the Shareholders Agreement includes restrictions on Seller’s ability to transfer its Voting Securities for a period of two years after the closing of the Acquisition, other than to certain
permitted transferees after the later of (i) eighteen months following the closing of the Acquisition and (ii) the resolution of all indemnification claims under the Transaction Agreement (as defined below), if any. The Shareholders Agreement
also contains certain demand and piggy-back registration rights, which commence after the two-year transfer restriction period expires. Finally, the Shareholders Agreement contains certain non-competition obligations with respect to the
activities of certain of the Shareholders for two years following the closing of the Acquisition.
The foregoing description of the Shareholders Agreement does not purport to be complete, and is qualified in its entirety by reference to the
Shareholders Agreement, which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 2.01.
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Completion of Acquisition
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On April 10, 2019, the Acquisition was consummated in accordance with the terms and conditions of the previously announced Transaction Agreement (the
“Transaction Agreement”), dated as of February 21, 2017, among Tronox Limited, Cristal and Seller, as amended by Amendment No. 1 to the Transaction Agreement, dated as of March 1, 2018, among Tronox Limited, Cristal and Seller (the “Transaction
Agreement Amendment No. 1”) and Amendment No. 2 to the Transaction Agreement, dated as of March 28, 2019, among the Company, Tronox Limited, Cristal and Seller (the “Transaction Agreement Amendment No. 2,” and together with the Transaction
Agreement No. 1 and the Transaction Agreement, the “Amended Transaction Agreement”). At the closing of the Acquisition, the Company paid the aggregate purchase price for the Business of Cristal consisting of (i) $1.673 billion in cash (the “Cash
Consideration”) and (ii) 37,580,000 ordinary shares of the Company (the “Consideration Shares”).
The foregoing description of the Amended Transaction Agreement does not purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of the Transaction Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2017 and is incorporated herein by reference, the Transaction Agreement
Amendment No. 1, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2018 and is incorporated herein by reference, and the Transaction Agreement Amendment No. 2, which was filed as Exhibit 2.1
to the Company’s Current report on Form 8-K filed with the SEC on April 2, 2019 and is incorporated herein by reference.