 1
Filed by Tronox Incorporated
Pursuant to Rule 425 of the Securities Act of 1933, as amended
Subject Company: Tronox Incorporated (File No: 001-32669)
|
 Forward-Looking Statements
2
This document contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are typically identified by words
or phrases such as “may,”
“will,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”
“believe,
” “target,”
“forecast,” and other
words and terms of similar meaning. Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and uncertainties. Tronox Incorporated
and Tronox Limited caution readers that any forward- looking statement is not a guarantee of
future performance and that actual results could differ materially from those contained in the forward-
looking statement. Such forward-looking statements include, but are not limited to, statements
about the benefits of the proposed transaction involving Tronox Incorporated, Tronox Limited
and Exxaro Resources Limited (“Exxaro”), including future financial and operating results, Tronox
Incorporated’s, Tronox
Limited’s or Exxaro’s plans, objectives, expectations and intentions, the expected timing of completion
of the transaction, and other statements that are not historical facts. Important factors that
could cause actual results to differ materially from those indicated by such
forward-looking statements include risks and uncertainties relating to: the ability to obtain the
requisite Tronox Incorporated shareholder approvals; the risk that Tronox Incorporated, Tronox
Limited and Exxaro may be unable to obtain governmental and regulatory approvals required for the
transaction, or required governmental and regulatory approvals may delay the transaction or result in
the imposition of conditions that could cause the parties to abandon the transaction; the
performance of the Tronox and Exxaro Mineral Sands business; the risk that a condition to closing of
the transaction may not be satisfied; the ability of the combined company to obtain necessary
financing to refinance existing indebtedness or modifying existing financing arrangements, and
finance the combined business post-closing and the terms on which such financing or modification
may be available; the timing to consummate the proposed transaction; the risk that the businesses will
not be integrated successfully; the risk that Tronox Limited will not be able to complete
registration of its shares with the SEC and/or the listing thereof on a securities exchange, and the
timing therefore; the risks to shareholders associated with becoming shareholders of an
Australian-domiciled holding company; the risk that the expected cost savings and any other
synergies from the transaction may not be fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to maintain relationships with customers,
employees or suppliers; the diversion of management time on transaction-related issues; the
market value of Tronox Incorporated’s products; demand for consumer products for which
Tronox Incorporated’s
businesses supply raw materials; the financial resources of competitors; the market for debt and/or equity financing; the
ability to achieve favorable tax structuring for the benefit of Tronox Limited and its subsidiaries
and shareholders; the ability to respond to challenges in international markets; changes in
currency exchange rates; political or economic conditions in areas where Tronox Limited and its
subsidiaries will operate; the risk of changes in laws and regulations applicable to the business and
assets of Tronox Limited and its subsidiaries will operate; trade and regulatory matters;
general economic conditions; and other factors and risks identified in the Risk Factors Section of Tronox
Incorporated’s Registration
Statement on form S-4, as amended, filed with the U.S. Securities and Exchange Commission (SEC) on April 23,
2012. Each forward-looking statement speaks only as of the date of the particular statement and
neither Tronox Incorporated nor Tronox Limited undertakes any obligation to update or revise
its forward-looking statements, whether as a result of new information, future events or otherwise.
|
 Additional Information and Where to Find it.
This document does not constitute an offer to sell or the solicitation of an offer
to buy any securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed transaction involving Tronox Incorporated,
Tronox Limited and Exxaro, Tronox Limited and Tronox Incorporated have filed with the SEC a Registration
Statement on Form S-4 that includes a preliminary proxy statement of Tronox
Incorporated that also constitutes a preliminary prospectus of Tronox
Limited. The registration statement relating to the securities to be offered has been filed with the Securities and
Exchange Commission but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. Tronox Incorporated will deliver the proxy statement/prospectus to its
stockholders once the Registration Statement is effective. Tronox Incorporated
urges investors and stockholders to read the proxy statement/prospectus
(including any amendments or supplements thereto) regarding the proposed transaction, as well as other
documents filed with the SEC, because they contain important information. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge,
from Tronox Incorporated’s website (www.tronox.com) under the heading
“Investor Relations” Non-GAAP Financial Measures
EBITDA and Adjusted EBITDA, which are used by management to measure performance,
are non-GAAP financial measures. Management believes that EBITDA and
Adjusted EBITDA are useful to investors, as EBITDA is commonly used in the industry as a
means
of
evaluating
operating
performance
and
Adjusted
EBITDA
is
used
in
our
debt
instruments
to
determine
compliance
with
financial covenants. Both EBITDA and Adjusted EBITDA are included as a supplemental
measure of our operating performance because
they
eliminate
items
that
have
less
bearing
on
operating
performance
and
highlight
trends
in
the
core
business
that
may
not
otherwise be apparent when relying solely on GAAP financial measures. In addition,
Adjusted EBITDA is one of the primary measures management uses for planning
and budgeting processes and to monitor and evaluate financial and operating results. EBITDA and
Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an
alternative to measures of our financial performance as determined in
accordance with GAAP, such as net income (loss). Because other companies may calculate EBITDA
and Adjusted EBITDA differently than we do, EBITDA may not be, and Adjusted EBITDA
as presented herein is not, comparable to similarly
titled
measures
reported
by
other
companies.
A
reconciliation
of
EBITDA
and
Adjusted
EBITDA
to
net
income
are
included
at
the end of this presentation
Additional Information & Non-GAAP
Financial Measures
3 |
 Management Team
4
4
Joined the company in 1991
Vice President, Administrative and Materials Procurement since January 2011
Other
positions
at
Tronox
have
included:
Vice
President
of
Human
Resources
and
Corporate
Affairs,
Vice
President of Global Pigment Marketing; Chief Marketing Officer of Avestor(the high
technology battery joint venture); Vice President and General Manager,
Paper and Specialties; and Vice President, Investor Relations Chairman
of
the
Board
since
February
2011
Chief Executive Officer since October 2011
Previously served in various senior managerial and directorial roles, including:
CEO of Current Group, Chairman & CEO of One Communications Corp, and
various senior positions at Global Crossing Other experience also includes
more than five years practicing law in the public and private sectors, and three
years of investment banking
Joined the company in 1988
Executive Vice President since January 2011
Other positions at Tronox have included: Vice President, Sales; Vice President,
Global Pigment Sales for Tronox LLC; Vice President, Global Pigment
Marketing; and Regional Marketing Manager Vice President, General Counsel
and Secretary since January 2008 Other
positions
at
Tronox
have
included:
Managing
Counsel,
Staff
Attorney
and
Staff
Attorney
for
Kerr-McGee
Shared Services LLC
Previously Corporate Counsel for CMS Field Services and Counsel for Enogex,
Inc. Experience also includes more than five years practicing law in the
public and private sectors Joined the company in January 2012
Previously
served
in
various
executive
financial
and
operational
roles,
including
Chief
Financial
Officer
at
Terra Industries, Corporate Controller for Belden, Inc., Chief Financial Officer
for Zoltek Companies. Experience includes acquisition execution and
financial system integration Tom Casey
Chairman and
Chief Executive
Officer
Daniel Greenwell
Senior Vice
President and
Chief Financial
Officer
John Romano
ExecutiveVice
President
Mike Foster
Vice President,
General Counsel
and Secretary
Robert Gibney
Vice President,
Administration
and Materials
Procurement |
 Board
of Directors (all directors since bankruptcy emergence, Feb. 2011)
5
5
Chair of the Human Resources/Compensation committee
Currently Chairman, CEO and President of Solutia Inc.
Previously served in various senior managerial and directorial roles, including:
Executive Vice President of Premcor Inc, Senior Vice President, General
Counsel and Secretary of Arch Coal, Inc Previously a director of Tecumseh
Products Co. and serves as a Director of the American Chemistry Council
Member of the Human Resources/Compensation and Corporate Governance
committees Currently Managing Member and President of Epilogue, LLC, a
consulting and advisory firm Previously served in various senior managerial
and directorial roles, including: Senior Vice President of Fidelity
Management
&
Research
Company
and
partner
of
Weil
Gotshal
&
Manges
Currently also serves on the Board of Georgia Gulf Corporation and other private
and not-for-profit Boards Chair of the Corporate Governance and
member of the Audit and Human Resources/Compensation committees
Served
in
various
positions
at
Air
Products
&
Chemicals,
Inc
during
his
33
year
career,
including,
President
of
Asia
Has served as a member of the board of directors of American Refuel, Pure Air USA,
and Taylor-Wharton Int’l Co-Chair of the Strategic committee
and member of Audit and Corporate Governance committees Currently Senior
Advisor at Irving Place Capital Previously served in various senior
managerial and directorial roles, including: Vice Chairman of Investment
Banking
at
Bear
Stearns
&
Co.,
Vice
Chairman
and
Head
of
Mergers
and
Acquisitions
at
Schroder
&
Co.,
and
SVP and CFO at NL Industries
Currently also serves on the Board of Cambrex Corporation and Edmunds.com
Chair of the Audit committee
Currently Executive Vice President/Chief Financial Officer of RHI Entertainment
Previously served in various senior managerial and directorial roles,
including: Executive Vice President/Chief Financial Officer of World Color
Press Inc and Vice President and Chief Financial Officer of GenTek, Inc
Currently
also
serves
on
the
Board
of
Hughes
Telematics,
Inc
and
C&D
Technologies,
Inc.
and
he
is
Chairman of both Companies’
Audit Committee
Robert M. Gervis
Andrew P. Hines
Wayne A. Hinman
IlanKaufthal
Jeffry N. Quinn |
 Table
of Contents I.
Tronox Overview
II.
Exxaro Mineral Sands Acquisition
III.
Exxaro Mineral Sands Overview
IV.
Key New Tronox Company Strengths
Appendix: Additional Materials
6 |
 I.
Tronox Overview 7
7 |
 Tronox
Overview Tronox Inc. (“Tronox”
or the “Company”) is one of the largest global titanium dioxide
(TiO
2
)producers with operations in the U.S., Europe and Australia
Globally, Tronox has 465,000 tonnes of annual rated chloride pigment production
capacity
One of only two chloride only producers in the world
Tronox markets a full range of superior pigment grades for a variety of
end-users under the TRONOX®
brand name
Revenues and Adjusted EBITDA have increased from $1,070 million and $142
million in 2009 to $1,651 million and $493 million, respectively, for the LTM
period ended 12/31/2011
Adjusted EBITDA margin has expanded from 13% in 2009 to 30% for the LTM period
ended 12/31/2011
8
Pigment sales represented 92% of revenues for the eleven-month period ended
12/31/2011
Through its Electrolytic business, produces electrolytic manganese dioxide (used in
high-performance battery applications), sodium chlorate, boron and other
specialty chemicals
Tronox
has
experienced
a
significant
increase
in
Adjusted
EBITDA
since
2009
as
a
result of strong end-market demand and a continued supply constrained
environment |
 Tronox
Overview Company Overview
Global
pure
play
TiO
2
producer
One of the largest global TiO
2
producers and marketers with 8% share
of global capacity
1
Focused primarily on coatings, plastics
and paper laminates
Efficient, low-cost manufacturing footprint
Global operations and international
presence
Specialty electrolytic chemicals operations
Financial Summary
Production Facilities
($US in millions)
9
(units in MT)
1.
Includes 100% of Tiwestpigment.
2.
Shown at 100% of JV capacity and production.
9
Pigment Facilities
Location
Capacity
Hamilton
225,000
Botlek
90,000
Electrolytic Facilities
Location
Capacity
Hamilton (Sodium Chlorate)
150,000
Henderson (EMD)
27,000
Henderson (Boron Products)
525
Tiwest Joint Venture Facilities²
Location
Capacity
Kwinana
150,000
Northern Operations
Capacity
Zircon
70,000
SyntheticRutile
220,000
Rutile
36,000
Leucoxene
26,000
2008A
2009A
2010A
2011A
Pigment
1,116
938
1,068
1,514
Electrolytics
121
127
128
129
Other
8
5
21
8
Revenue
1,246
1,070
1,218
1,651
Adj. EBITDA
99
142
203
493
Margin
8%
13%
17%
30% |
 Tronox Overall Position Summary
Tronox Geographic Positioning by 2011A
Production
Note:
Size of bubble represents Tronox sales in its end markets. Projected growth
rates are internal Tronox estimates. 10
Tronox’s sales effort is leveraged towards the higher growth and higher value segments 2011A
Tronox Positioning in TiO2 Market |
 100%
of Tronox capacity is produced via the chloride process Chloride
technology
yields
consistently
whiter,
brighter
pigment
grades
preferred
for
many
of
the
largest
end-use applications (e.g. paints and plastics) as compared to the sulfate
process The chloride production process offers significant cost savings over
the sulfate process Generates less waste, uses less energy and is less labor
intensive than the sulfate process Proprietary technology and numerous
worldwide patents create barriers to entry Proprietary technology, operating
expertise and worldwide patents require technical sophistication and a
highly skilled workforce that cannot be easily replicated by new entrants
Extremely complex to develop and operate the chloride process technology
Significant lead time and capital required to build chloride plant
Proprietary Process and Highly
Efficient Flexible Operations
11
Tronox is one of only five major TiO2
producers in the world utilizing proprietary chloride
technology
|
 II.
Exxaro Mineral Sands Acquisition 12 |
 Transaction Overview
On September 26, 2011, Tronox entered into a definitive agreement to acquire Exxaro
Resources’ (“Exxaro”)
mineral
sands
operations,
which
will
create
the
world’s
largest
vertically-integrated
TiO
2
pigment company (“New Tronox”)
Exxaro will receive approximately 38.5% of the common equity in New Tronox in
exchange for its mineral sands operations, which will be contributed debt
free Exxaro
will
retain
a
26%
ownership
interest
in
the
South
African
operations
of
the
Mineral
Sands
business in order to comply with South African BEE ownership requirements.
For the LTM period ended 12/31/2011, New Tronox would have generated pro forma
revenues of $2,306
million
and
Adjusted
EBITDA
of
$844
million
(37%
Adjusted
EBITDA
margin)
New Tronox will have approximately 3,500 employees and 16 locations around the
world The acquisition is expected to close in Q2 2012
Tronox has refinance its Senior Secured Term Loan ($425 million at signing) with a
new $550 million Senior
Secured
Term
Loan
and
$150
million
Senior
Secured
Delayed
Draw
Term
Loan
(together,
the
“Term Facility”)
The Term Facility expressly permits the Exxaro Mineral Sands acquisition and,
together with cash on hand, will fund all cash uses to permit the Exxaro
Mineral Sands acquisition Tronox’s existing $125 million ABL Revolver
has been amended and will remain outstanding 13
13 |
 Corporate Structure
14
New Tronox Pro Forma Corporate Structure
14
Tronox Existing Corporate Structure
Current
Tronox
Incorporated
Stockholders
Tronox
Incorporated
Tronox
Limited
Tronox
Worldwide
LLC
Merger Sub
One
Merger Sub
Two
Tronox
Incorporated’s
Assets
Tiwest Joint
Venture
South African
Exxaro Mineral
Sands Businesses
Exxaro
Other
Exxaro
Assets
100.0%
100.0%
100.0%
50.0%
100.0%
100.0%
100.0%
100.0%
100.0%
50.0%
Tronox
Worldwide
LLC
Tronox
Incorporated’s
Non-U.S.
Assets
Tiwest Joint
Venture
Tronox
Incorporated’s
U.S. Assets
Tronox
Incorporated
Current
Tronox
Incorporated
Stockholders
Tronox
Limited
South African
Mineral Sands
Businesses
Exxaro
Other
Exxaro
Assets
100.0%
100.0%
100.0%
100.0%
50.0%
50.0%
100.0%
74.0%
26.0%
100.0% of Class A Shares
(~61.5% of voting rights)
100.0% of
Class B Shares
(~38.5% of
voting rights)
Note:
Assuming no Tronox Incorporated shareholders elect to receive exchangeable shares
in |
 Exxaro Transaction Detail
Transaction Structure Detail
Current Tronox shareholders to exchange existing common stock for new Class A
common stock in New Tronox, a Australian-domiciled corporation and
$12.50 per share
Option to receive exchangeable shares with right to exchange later into Class A
shares and $12.50 per share, subject to minimum and maximum (with pro
ration) election thresholds
Exxaro contributing mineral sands operations to New Tronox in exchange for Class
B stock in New Tronox
Exxaro to retain 26% direct minority ownership in the South African businesses
to comply with South African BEE ownership requirements
Approximately 10.0 million shares will be issued to Exxaro excluding put/call
shares
Put/call shares: 1.4 million shares in exchange for Exxaro’s 26% direct
interest in the South African operations in the event that the BEE
compliance structure is no longer required Transaction is taxable to Tronox
shareholders Pro Forma Shares Outstanding
25.9 million shares outstanding (excluding Exxaro’s put/call shares)
Intention to list the NYSE after closing
15
15 |
 Key
Governance Terms 9 member board comprising:
6 Class A directors (nominated by Tronox)
3 Class B directors (nominated by Exxaro)
Tom Casey to remain Chairman & CEO of combined
company
Key members of Exxaro's senior management
expected to join Tronox to manage mining operations
Three-year lockup period for Exxaro
Standstill limiting Exxaro's ownership to less than
45% until the third anniversary of the transaction
Thereafter, board approval process and/or majority
support from unaffiliated shareholders required in
order for Exxaro to go above 50%
16
Management and Pro
Forma Board of
Directors
Exxaro Lock-up and
Standstill Provisions |
 Key
Governance Terms (cont’d) Limited significant matters require
supermajority (6 of 9) approval at board level, including: Election of the
Chairman of the Board
Appointment or termination of the Chief Executive Officer
Material acquisitions / dispositions
Sale of the Company
Decision to pay dividends
Class voting (approval of Class A and Class B shareholders
voting separately) to approve merger or sale of the company
Majority of all the shares in each class for as long as Exxaro’s
Class B voting interest is at least 20%
Receipt of all regulatory approvals
Effective New Tronox and Tronox Inc. registration statement
Tronox shareholder approval
$20 million termination fee if Exxaro terminates following a fiduciary
change in recommendation by Tronox’s board
Anticipated Closing Q2 2012
17
Limited Board
Supermajority
Matters
Change of Control
Provisions
Key Conditions to
Closing |
 III.
Exxaro Mineral Sands Overview 18
18 |
 19
Exxaro Mineral Sands Combination
Rationale
Tronox and Exxaro have worked together for more than 20 years, having jointly
operated the Tiwest
Joint
Venture,
which
is
a
vertically
integrated
TiO
2
operation
that
served
as the
model for the New Tronox
The
combination
is
expected
to
create
the
following
benefits
for
New
Tronox:
A secured ore supply that will help reduce earnings volatility from raw material
price fluctuations and / or supply constraints
Secured ore supply creates a solid platform for future growth and enhanced
earnings potential
Increases scale, public market profile and access to capital markets
Expected run-rate cost savings of ~$30mm in the short-term and potential
for additional cost savings in the longer-term
Substantial free cash flow generation with flexible capital expenditures
The Tronox / Exxaro Mineral Sands combination creates the leading global,
vertically-integrated
TiO
2
pigment
producer
with
access
to
diverse
and
growing
global markets |
 Exxaro Mineral Sands Overview
Company Overview
Exxaro Mineral Sands is comprised of KZN Sands,
Namakwa Sands and a 50% interest in the Tiwest JV
3 largest titanium ore feedstock producer globally in
2011 (10% market share) with 3 producing assets
2 largest zircon producer globally in 2011 (20%
market share)
Geographically well positioned to serve markets in Asia,
the Middle East, Europe, North and South America
Existing inventory will be enough to supply slag furnaces
until the Fairbreeze mine is online
Financial Summary ($USD mm)
Production Facilities
(units in MT)
1.
As of 3-Jan 2012. Assumed exchange rate of ZAR8.03 to USD.
2.
Shown at 100% of JV capacity and production.
3.
KZN Sands
gives
effect
to
Fairbreeze
mine
development
project
expected
to
open
in
2014
with
190kt
of
TiO
ore
capacity
and
60kt
of
zircon
capacity.
Location
Capacity
Kwinana
150,000
Northern Operations
Capacity
Zircon
70,000
Synthetic Rutile
220,000
Rutile
36,000
Leucoxene
26,000
Reserve Life of Mine
15+ years
Tiwest Joint Venture Facilities ²
Revenue by Segment (Avg. 2008A –
2010A)
20
2008A
2009A
2010A
2011A
Revenue
334
419
634
910
Adj. EBITDA
57
42
133
351
Margin
17%
10%
21%
39%
Namakwa Sands
Capacity
Slag
160,000
Zircon
135,000
Pig Iron
100,000
Rutile
31,000
Reserve Life of Mine
20+ years
KZN Sands
Capacity
Slag
220,000
Pig Iron / Scrap Iron
121,000
Zircon
60,000
Rutile
30,000
Reserve Life of Mine
12+ years
Mineral Sands Facilities
3
rd
nd
2 |
 New
Tronox EBITDA Profile Standalone Tronox Adj. EBITDA Contribution
New Tronox will benefit from a more diversified earnings stream
New Tronox Adj. EBITDA Contribution
21 |
 IV.
Perspective on the TiO
2
Market
22 |
 Factors that Influence the TiO
2
Cycle
Long-term global demand for TiO2
is expected to
grow by approximately 3-4%, which is consistent
with long-term GDP trends according to TZMI
Global sales of TiO2
in 2010 are estimated to have
exceeded 5.3 million tonnes, generating
approximately $12 billion in industry-wide
revenues
Demand for TiO2
is being driven in part by a
resurgent global economy following the economic
downturn in 2008 and 2009
The global market for TiO2
is expected to remain
healthy due primarily to support from the ongoing
growth in emerging economies
Long-term demand TiO2
usage per capita in the
major emerging markets, particularly in China and
India, is significantly below that seen in most
Western countries
Demand
Significant TiO2 capacity reductions in 2009
(7-8% of global capacity) with very limited new capacity
expected due to high costs, long lead time and
difficult permitting process
Tronox has increased prices by ~10% from 2009
to 2010 and by ~40% from 2010 to 2011
Titanium feedstock demand will continue to
outpace supply for the near and medium term, as
no new substantive supply is expected to come
online until at least 2014
Pricing
23 |
 24
Industry Capacity Utilization
1
During
the
last
cycle,
over
380,000
MT
of
capacity
was
taken
out
of
market,
which
management
estimates
to
be
a 7
–
8% reduction
Bringing new capacity online requires significant capex, long lead time and
requires difficult to achieve permitting (in particular environmental
regulations): as a result a new Chloride facility has not been built since 1994
1.
Tronox management data.
Significant Capacity Reductions
The global TiO2
pigment market has been tight with major producers operating near full capacity
(>95%) 24 |
 2.0%
1.5%
2.0%
0.0%
2.0%
4.0%
3.5%
6.0%
3.5%
8.5%
7.5%
7.5%
2.6 Billion people in China and India
0.25kg
per
capita
increase
in
consumption
in
these
two
countries
over
3
years
equates to 650,000MT increase in demand (11.6% increase in market capacity, or
approximately 3 plants the size of Hamilton)
TiO2
Consumption per Capita and Growth Rates
2008–2013 Est. CAGR :
Emerging Markets
1.
Company estimates and U.S. Government Population Statistics.
TiO2
usage
per
capita
in
the
major
emerging
markets,
particularly
in
China
and
India,
is
significantly
below
that seen in most Western countries
Rising Demand from Emerging Markets…
25
Significant long-term TiO2 consumption growth expected from emerging
markets 1 |
 Increase in Households and Population: 2030E
Increase Over 2000 Levels
Population and Urbanization to Drive Demand Growth in Emerging Markets
Source: TZMI 4Q 2011 forecast.
Despite
sluggish
housing
starts
in
the
U.S.
and
Europe,
supply
/
demand
dynamics
remain
strong
The combination of U.S. / European improvements and an ever increasing population
/ urbanization in emerging markets are expected to be a major contributor
to demand growth ...As Global Economies Grow
Asian Middle Class Forecast: 2010, 2020 & 2030
CAGR (%)
26 |
 Constrained Feedstock Environment is
Expected to Persist
Fundamentals for titanium feedstocks remain strong,
despite recent softening in China
Developing countries’
intensity of pigment use
is expected to grow with rising living standards
(GDP/capita)
2
Supply deficits remain tight for most feedstock
products, particularly for high quality chloride
feedstocks
No new substantive supply expected to enter
the market prior to year end 2013
High
risk
and
long
lead
time
(typically
5-7
years) in starting new projects
Ore suppliers have succeeded in moving prices higher
and changing prices quickly
Ore prices are expected to increase for
pigment producers, despite short-term demand
softening
Vertical integration into ore provides significant
advantages
Opportunity to capture value throughout the
TiO2
chain
Growth enabled through assured feedstock
27
1.
Per TZMI 4Q2011 forecast.
2.
Goldman Sachs Research.
Global Supply / Demand for Titanium Feedstock
1
Feedstock Pricing
1
($ / tonne)
Ore supply is tight, creating a favorable pricing environment for the foreseeable
future 27 |
 TiO2 pigment producers are limited in their ability to make
significant capacity expansions to meet incremental demand due to the
constrained ore market Access to ore is critical for any meaningful capacity
increases Limited substitutes
Time and cost to build greenfield plants
Tronox management estimates that during 2007-2009, approximately 7-8% of
global capacity was shuttered The projected expansion of
TiO2 pigment supply reflects announced but not
completed production facilities, most of which are in China and producing
via the sulfate process Current supply dynamics and projected demand
increases is expected to result in a continued favorable pricing
environment over the long term
TiO2 -
Supply/Demand(000’s tonnes)
1
28
TiO2
Pigment Pricing($ / tonne)
2
1.
Per TZMI 4Q2011 forecast.
2.
Per TZMI 4Q2011 forecast.
Structural Shift in the Industry Expected to
Continue to Drive TiO
2
Prices Higher
28
As a result of strong underlying demand, a lack of capacity and overall structural shift in
the industry, TiO2 prices have increased
significantly and are expected to remain high |
 $ 99
$ 142
$ 203
$ 493
$ 555
2008
2009
2010
2011
2H 2011 Annualized
Standalone Tronox Adj. EBITDA
New Tronox Adj. EBITDA
Standalone Tronox Illustrative Downside Adj. EBITDA
New Tronox Illustrative Downside Adj. EBITDA
New Tronox Illustrative Downside Adj. EBITDA of
~$585mm
$983
$156
Tronox Has Experienced an Enduring
Step Change in Profitability
29
The fundamental structure of the TiO2 value chain has
changed 8% reduction of pigment supply in 2008/2009
No new chloride plants have been built since 1994
No new major feedstock supply since 2008/2009
Demand has increased by 14% during the same period
These structural conditions can only be changed by the addition of new pigment
production capacity AND new feedstock supply. These projects require 3 to 5
years to bring online and identified potential new facilities are not expected to keep up with forecasted demand growth
Demand
growth
is
highly
correlated
to
development;
Asia,
India
and
other
developing
markets
are
materially
expanding
their
urban
middle
class
There are no practical substitutes for TiO2 in coatings; in
addition, TiO2 is only ~13% of the cost of paint
•
Although
extremely
conservative,
Tronox
has
examined
a
potential
stress
/
downside
case
with
the
following
assumptions:
•
Pigment volumes reduced by 16%; current pigment price levels reduced by $1,000 /
tonne and Exxaro margins reduced by 50% Adjusted EBITDA ($ in millions)
Standalone Tronox Illustrative Downside Adj.
EBITDA of ~$325mm
$844
$184
$336 |
 IV.
Key New Tronox Company Strengths 30 |
 Leading Global Pigment Platform
Well Positioned Against its Peers
Strong Financial Momentum
Key Company Strengths
Long-Standing
Blue
Chip
TiO2Customer
Relationships
Low Cost and Efficient Production Network
31
Significant Operational Synergies |
 Leading Global Pigment Platform
32
Botlek, The Netherlands
Hamilton, MS
Namakwa Sands
KZN Sands
Tiwest
Oklahoma City, OK
Headquarters
Locations
Henderson, NV
New Tronox will have 3,500 employees
in 16 locations around the world
Johannesburg
Singapore
Shanghai, China
32
Location
Capacity (MT)
Hamilton
225,000
Botlek
90,000
Location
Capacity (MT)
Hamilton (Sodium Chlorate)
150,000
Henderson (EMD)
27,000
Henderson (Boron Products)
525
Location
Capacity (MT)
Kwinana
150,000
Northern Operations
Capacity (MT)
Synthetic Rutile
220,000
Zircon
70,000
Rutile
36,000
Leucoxene
26,000
Reserve Life of Mine
15+ years
Namakwa Sands
Capacity (MT)
Slag
160,000
Zircon
135,000
Pig Iron
100,000
Rutile
31,000
Reserve Life of Mine
20+ years
KZN Sands²
Capacity (MT)
Slag
220,000
Pig Iron / Scrap Iron
121,000
Zircon
60,000
Rutile
30,000
Reserve Life of Mine
12+ years
Tronox Electrolytic Facilities
Tiwest Joint Venture Facilities ¹
Exxaro Mineral Sands Facilities
Tronox Pigment Facilities
Note:
Namakwa Sands, KZN Sands and TiWestare each made up of 3 locations.
1.
100% of capacity and production.
2.
KZN Sands gives effect to Fairbreeze mine development project expected to open in 2014
with 190kt of TiO2 ore capacity and 60kt of zircon capacity. |
 Long-Standing Blue Chip TiO
2
Customer Relationships
Tronox’s Blue Chip Customer Relationships
33
Customers include market leaders in each of
the major end-use markets for TiO
Builds strong relationships with its
customers resulting in a high customer
retention rate
2
Tronox has supplied its top ten TiO
customers
for over ten years
Diversified customer base of approximately 1,000
customers in over 90 countries
Approximately 40% of global volume under multi-year
contracts with market based pricing
Tronox works closely with its customers to
optimize their formulations, thereby enhancing
the use of TiO
in their production processes
2
2 |
 Low
Cost and Efficient Production Network
Combined
with
the
Exxaro
Mineral
Sands’
titanium
feedstock
assets
in
South
Africa
and
Australia,
this network of TiO2 and titanium feedstock
facilities will give New Tronox the flexibility to optimize asset and
feedstock utilization and generate operational, logistical and market efficiencies
Vertical Integration gives us a significant cost / tonne advantage
Vertically
Integrated
Production
Significant and
Scalable
Operations
Gateway to
Asia
Geographic
Diversity
Tronox’s three TiO2 production facilities are
strategically positioned in key geographies: North America, Europe and
Australia The Hamilton facility is the third largest
TiO2 production facility in the world and has the size and
scale to service customers in North America and around the globe
The Tiwest Joint Venture, located in Australia, is well positioned to service
growing demand from Asian markets
34
The Company’s
TiO2 operations are among the lowest cost producers of TiO2 globally
|
 Vertical Integration
Provides Significant Competitive Advantage
35
Tronox Today (000’s tonnes of
ore) New Tronox (000’s
tonnes of ore) New Tronox will be long of titanium feedstock, giving the Company significant
advantages compared to its peers, especially in a today’s rising ore pricing environment
35
Tronox today is required to
source ~229,000 tonnes of
feedstock in the open market
New Tronox will be long
~211,000 tonnes of feedstock |
 36
Business Model
Pigments value chain
TiO
pigments
Primarily TiO
pigments
Diversified chemicals
TiO
pigment exposure
Diversified chemicals
TiO
pigment exposure
LTM Revenue
$2,306 mm
$5,238 mm
$1,943 mm
Total: $11,221 mm
Pigment: $1,642 mm
Total: $37,961 mm
LTM Adj. EBITDA
$844 mm
$1,825 mm
$597 mm
Total : $1,040 mm
Pigment: $508 mm
Total: $6,098 mm
EBITDA Margin
36.6%
34.8%
30.7% total
Total: 9.3%
Pigment: 30.9%
Total: 16.1%
Total Capacity
465 kt
750 kt
532 kt
560 kt
1,100 kt
% Chloride vs.
Sulfate Capacity
(Based on
Capacity)
Location of
Facilities
Hamilton, MS
Kwinana, Australia
Botlek, The
Netherlands
Ashtabula, OH
Yanbu, Saudi Arabia
Stallingborough, UK
Kemerton, Australia
Arembepe, Brazil
Thann, France
Baltimore, MD
Leverkusen, Germany
Varennes, Canada
Langerbrugge, Belgium
Nordenham,Germany
Fredrikstad, Norway
Lake Charles, LA
Greatham, UK
Calais, France
Huelva, Spain
Scarlino, Italy
Lake Charles, LA
Telek Kalung, Malaysia
Umbogintwini, SA
New Johnsonville, TN
DeLisle, MS
Altamira, Mexico
Kuan Yin, Taiwan
Edge Moor, DE
Ore Production /
Feedstock
Integration
Fully integrated
Total: 600 kt
Slag and SR
Partially dependant on
third-party feedstock
~60% dependant on
third-party feedstock
~90% dependant on
third-party feedstock
Pro Forma
Source:
Company filings, Wall Street Research and TZMI
1.
New Tronox Revenue and Adjusted LTM EBITDA presented on a combined 2011
basis. 2.
Operates
mine
in
Paraiba,
Brazil.
Owner
of
Bemax
(Australia),world’s
5
th
largest
producer.
Potential
to
increase
existing
ore
capacity
with
ore
from
the
Snapper
mine
which
will
come into production in 2011.
3.
Based on 2010A ore production figures for Kronos. 328 kt ilmenite used in
sulfate process. Purchase slag/rutile (470 kt). 4.
Based on DuPont Jul-2011 conference call transcript. DuPont operates a titanium
ore surface mine near Starke, FL. . Pure Play TiO2
Diversified
Well Positioned Against Its Peers
1
1
2
2
2
2
3
3
Chloride
88%
Sulfate
12%
Chloride
75%
Sulfate
25%
Chloride
45%
Sulfate
55%
Chloride
100%
2 |
 Compelling Operational
Rationale 37
Consolidation of Tiwest JV
Elimination of duplicate services
Rationalization of SG&A
Marketing
Supply & chain
Finance
Improved
logistics
–
larger
shipments
to fewer clients
Near Term Synergies
Medium Term Synergies
Estimated Run-Rate savings of
~$30 mm (annual)
Optimization of ore in-use
High grade TiO
2
feedstocks
Cheaper slag fines
Significant cost advantages from
optimization
Less waste (better
environmental management)
Lower chlorine & coke costs
Lower freight costs per tonne of
TiO
2
Ability to effectively
“debottleneck”
pigment
production with limited capital
expenditures
New Tronox’s network of TiO2 and titanium feedstock facilities will have the
flexibility to optimize asset and feedstock utilization, and a secured ore supply creates a solid
platform for future growth and enhanced earnings potential |
 Appendix
38
38 |
 Additional Tax Asset Information
Tronox should retain much of the deductions for tax purposes it presently has
available to it, including historical NOLs
Tax
attributes
appear
to
be
worth
at
least
$300
million
on
a
Net
Present
Value
basis
These
tax
attributes
(which
are
subject
to
audit
by
IRS)
consist
of:
Pre-emergence NOLs (~$160 million)
Tax deductions arising from Tronox's bankruptcy emergence (~$1 billion)
Potential future deductions relating to environmental remediation agreed to as
part of the bankruptcy emergence
Transaction
with
Exxaro
could
result
in
an
“ownership
change”
for
purposes
of
§382,
thereby imposing an annual limitation on Tronox's ability to utilize its NOLs
The amount of such limitation will depend on the value of Tronox's stock at
closing and on long-term tax-exempt interest rate at that time, and
thus the annual limitation cannot be known at this time
However, any limitation is not expected to have a significant impact on a Net
Present Value basis to Tronox’s tax attributes
39
39 |
 Restructuring Summary
Tronox emerged from bankruptcy in February 2011 with a significantly improved
balancing sheet and shedding of its legacy liabilities
Legacy Liabilities:
Resolved Environmental Legacy Liabilities (Claimants will not have any recourse to
Reorganized Tronox)
Resolved Tort Legacy Liabilities (Claimants will not have any recourse to
Reorganized Tronox)
Capital Structure:
Tronox substantially reduced debt by almost $200 million from $658 million on the
petition date to $469 million at emergence
Company also has substantial liquidity under the $125mm ABL Revolver
Operational Restructuring:
Closed facilities with high fixed operating costs and reduced capacity allowing
Tronox to focus on core operations
Cleansed the Company of certain legacy agreements and historically unprofitable
contracts
40
40 |
 41
41 |