Kronos Worldwide, Inc.- Exchange Offer and Consent Solicitation (XS) - Early Results

KRONOS WORLDWIDE ANNOUNCES EARLY RESULTS OF ITS EXCHANGE OFFER AND CONSENT SOLICITATION - XS1680282453 - XS1680281133

05 FEBRUARY 2024

Full announcement including disclaimers and offer restrictions available via Kronos Worldwide, Inc.

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"The aggregate principal amount of Old Notes validly tendered and not validly withdrawn in connection with the Exchange Offer as of 5:00 p.m. Central European Time, on February 5, 2024 (the “Early Participation Expiration Date”) is listed in the table below. Tendered Old Notes may no longer be withdrawn except under limited circumstances as required by law.

(1)	The “Maximum Acceptance Amount” means the maximum amount of Old Notes that will be accepted in the Exchange Offer, which shall be the principal amount of Old Notes that can be accepted for exchange in the Exchange Offer without exceeding €325,000,000 in aggregate principal amount of Old Notes exchanged in connection with the Exchange Offer or redeemed in connection with the Additional New Notes Offering (as defined below) and the application of the proceeds thereof.
(2)	Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.
(3)	The aggregate principal amount of all Old Notes validly tendered and not validly withdrawn by the Early Participation Expiration Date exceeds the Maximum Acceptance Amount. Therefore, the Company does not expect to accept any additional Old Notes for exchange.

Although the Exchange Offer is scheduled to expire at 5:00 p.m., Central European Time, on February 21, 2024, because the aggregate principal amount of Old Notes validly tendered and not validly withdrawn by the Early Participation Expiration Date exceeds the Maximum Acceptance Amount, the Company does not expect to accept for exchange any tenders of Old Notes after the Early Participation Expiration Date. Any Old Notes tendered after the Early Participation Expiration Date will be promptly credited to the account of the holder thereof maintained at either Euroclear Bank SA/NV or Clearstream Banking, S.A., Luxembourg, and otherwise returned in accordance with the Exchange Offer. Old Notes validly tendered for exchange and not validly withdrawn on or prior to the Early Participation Expiration Date will be accepted in accordance with the proration procedures outlined in the Confidential Exchange Offering Memorandum and Consent Solicitation Statement.

The Company has received the requisite number of consents to adopt the Proposed Amendments with respect to the Old Notes that are subject to the Exchange Offer and Consent Solicitation. Accordingly, it is expected that the Company and the trustee for the Old Notes will execute and deliver a supplemental indenture to amend the Existing Indenture effecting the Proposed Amendments, which supplemental indenture will become operational on the early settlement date, which is expected to be on February 12, 2024.

As previously announced, concurrently with, but separate from, the Exchange Offer, the Issuer was offering for purchase up to €50 million aggregate principal amount of 9.50% Senior Secured Notes due 2029 (the “Additional New Notes”) pursuant to a Confidential Offering Memorandum dated January 23, 2024 (the “Additional New Notes Offering”), with such Additional New Notes to be fungible with the New Notes issued in the Exchange Offer, and with proceeds to be used to effect certain redemptions of Old Notes remaining outstanding after the Early Participation Expiration Date. Since Old Notes were tendered in an aggregate amount exceeding the Maximum Acceptance Amount, the Issuer is terminating the Additional New Notes Offering.

The Issuer will not receive any cash proceeds from the issuance and delivery of the New Notes in connection with the Exchange Offer. The Old Notes surrendered in connection with the Exchange Offer will be retired and cancelled and will not be reissued.

The New Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state of other jurisdiction of the United States.

The Exchange Offer is subject to the satisfaction or waiver of certain conditions and will expire at 5:00 p.m., Central European Time, on February 21, 2024 (unless extended)."

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KRONOS WORLDWIDE ANNOUNCES EXCHANGE OFFER AND CONSENT SOLICITATION - XS1680282453 - XS1680281133

23 JANUARY 2024

Full announcement including disclaimers and offer restrictions available via Kronos Worldwide, Inc.

Dallas, Texas, Jan. 23, 2024 (GLOBE NEWSWIRE) -- Kronos Worldwide, Inc. (NYSE: KRO) (the “Company”) today announced that it has commenced an offer to certain eligible holders described below to exchange up to €325 million of outstanding principal amount of 3.75% Senior Secured Notes due 2025 (the “Old Notes”) of Kronos International, Inc., the Company’s wholly-owned subsidiary (the “Issuer”), for newly issued 9.50% Senior Secured Notes due 2029 of the Issuer (the “New Notes”) plus additional cash consideration as described below, upon the terms and conditions set forth in a Confidential Exchange Offering Memorandum and Consent Solicitation Statement dated January 23, 2024 (the “Exchange Offer”).

The table below summarizes the principal economic terms of the Exchange Offer.

(1)   The “Maximum Acceptance Amount” means the maximum amount of Old Notes that will be accepted in the Exchange Offer, which shall be the principal amount of Old Notes that can be accepted for exchange in the Exchange Offer without exceeding €325,000,000 in aggregate principal amount of Old Notes exchanged in connection with the Exchange Offer or redeemed in connection with the Additional New Notes Offering (as defined below) and the application of the proceeds thereof.

(2)    Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer, exclusive of any accrued and unpaid interest, which will be paid in cash.

(3)    Per €1,000 principal amount of Old Notes validly offered for exchange (and not validly withdrawn) and accepted for exchange in the Exchange Offer on or prior to the Early Participation Expiration Date (as defined below), exclusive of any accrued and unpaid interest, which will be paid in cash. 

(4)   If the Issuer designates an early settlement date (the “Early Settlement Date”), eligible holders that validly offer (and do not validly withdraw) Old Notes for exchange on or prior to the Early Participation Expiration Date will be paid accrued and unpaid interest from the most recent interest payment date for the Old Notes to, but not including, the Early Settlement Date.  Eligible holders that validly offer (and do not validly withdraw) Old Notes for exchange after the Early Participation Expiration Date under these circumstances will be paid accrued and unpaid interest from the most recent interest payment date for the Old Notes, to, but not including, the final settlement date (the “Final Settlement Date”) offset by an amount equal to the interest that has been deemed to have accrued before the Final Settlement Date in respect of the New Notes issued to such holder.  If the Issuer does not designate an Early Settlement Date, eligible holders that participate in the exchange offer will be paid accrued and unpaid interest from the most recent interest payment date for the Old Notes to, but not including, the Final Settlement Date. The Exchange Consideration and Total Consideration presented in this table do not include payments in respect of accrued and unpaid interest.  

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"In conjunction with the Exchange Offer, the Issuer is soliciting consents (the “Consent Solicitation”) from eligible holders participating in the Exchange Offer to effect certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Old Notes (the “Existing Indenture”), which will conform the restrictive covenants in the Existing Indenture to the restrictive covenants of the New Notes. Enacting the Proposed Amendments will require the consent of holders representing a majority of the aggregate principal amount of Old Notes issued and outstanding (excluding Old Notes held by the Company or its affiliates) (the “Consent Threshold”). If the Issuer receives consents in excess of the Consent Threshold before the expiration or termination of the Exchange Offer, it will give effect to the Proposed Amendments by executing one or more supplemental indentures to the Existing Indenture. Eligible holders who validly tender their Old Notes in the Exchange Offer (unless validly withdrawn) will be deemed to have submitted consents pursuant to the Consent Solicitation.

Concurrently with, but separate from, the Exchange Offer, the Issuer is offering for purchase up to €50 million aggregate principal amount of 9.50% Senior Secured Notes due 2029 (the “Additional New Notes”) pursuant to a Confidential Offering Memorandum dated January 23, 2024 (the “Additional New Notes Offering”). The Additional New Notes sold pursuant to the Additional New Notes Offering will be issued under the same indenture (the “New Notes Indenture”) governing the New Notes issued in the Exchange Offer and will form a single class of securities under the New Notes Indenture with the New Notes issued in the Exchange Offer. If €325 million principal amount or more of Old Notes are validly tendered in the Exchange offer and not validly withdrawn on or prior to the Early Participation Expiration Date, the Issuer will terminate the Additional New Notes Offering."

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