Tronox’s $1.673 billion Acquisition of Cristal TiO(2) Business

Kirkland & Ellis LLP represents Tronox Limited (NYSE: TROX), which announced today its definitive agreement to acquire the TiO2 business of Cristal, a privately held global chemical and mining company, for $1.673 billion of cash and Class A ordinary shares representing 24 percent ownership in pro forma Tronox, for a total consideration based on current share valuation of approximately $2.2 billion.

Concurrently with this announcement, the company announced its intent to begin a process to sell its Alkali business. The cash portion of the purchase consideration is expected to be funded through proceeds from the sale of assets, including the sale of Alkali and selected other non-core assets if appropriate, and cash on hand. The combination of the TiO2 businesses of Tronox and Cristal creates the world’s largest and most highly integrated TiO2 pigment producer with assets and operations on six continents. The acquisition has received the unanimous approval of the Tronox and Cristal boards of directors. The transaction is subject to the approval by Tronox Class A and B shareholders, voting as a single class, as well as regulatory approvals and customary closing conditions.

The Kirkland team includes corporate partners Scott Falk (Picture) and John Kupiec, tax partners Todd Maynes, Roger Lucas and Benjamin Schreiner, antitrust and competition partner Matt Reilly and capital markets partners Richard Aftanas and David Curtiss. Credit Suisse is acting as financial advisor to Tronox for both the Cristal and Alkali transactions. Willkie Farr & Gallagher LLP is advising Tronox on the financing of the transaction.

 

Involved fees earner: Scott Falk – Kirkland & Ellis; John Kupiec – Kirkland & Ellis; Todd Maynes – Kirkland & Ellis; Roger Lucas – Kirkland & Ellis; Benjamin Schreiner – Kirkland & Ellis; Matthew Reilly – Kirkland & Ellis; Richard Aftanas – Kirkland & Ellis; David Curtiss – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: Tronox Limited;

 

 

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Author: Ambrogio Visconti