UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 24, 2018 (January 23, 2018)
TRONOX LIMITED
(Exact name of registrant as specified in its charter)
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Western Australia, Australia
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001-35573
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98-1026700
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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263 Tresser Boulevard, Suite 1100
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Lot 22 Mason Road
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Stamford, Connecticut 06901
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Kwinana Beach, WA 6167 Australia
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(Address of principal executive offices, including zip code)
(203) 705-3800
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01. |
Regulation FD Disclosure.
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On January 24, 2018, Tronox Limited (the “Company”) held an open conference call to discuss the lawsuit the Company filed seeking declaratory and injunctive relief to prevent the U.S. Federal Trade Commission (“FTC”) from blocking the Company's proposed acquisition of the titanium dioxide business of Cristal, a privately held global chemical and mining company headquartered in Jeddah, Saudi Arabia. A copy of the script of that call is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On January 23, 2018, the Company issued a press release announcing that the Company filed a lawsuit against the FTC. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Conference Call Script, dated January 24, 2018.
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Press Release, dated January 23, 2018.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TRONOX LIMITED
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By:
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/s/ Richard L. Muglia
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Date: January 24, 2018
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Name:
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Richard L. Muglia
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Title:
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Senior Vice President, General Counsel and Secretary
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