Tronox Limited
Tronox Ltd (Form: 424B5, Received: 10/02/2017 17:27:23)

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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)
Registration No. 333- 220765

SUBJECT TO COMPLETION, DATED OCTOBER 2, 2017

PROSPECTUS SUPPLEMENT
(To Prospectus dated October 2, 2017)


TRONOX LIMITED

16,000,000 Class A Ordinary Shares

Exxaro Resources Limited (the “selling shareholder”) is offering 16,000,000 of our Class A ordinary shares. We will not receive any proceeds from the sale of our Class A ordinary shares by the selling shareholder.

Our Class A ordinary shares are listed on The New York Stock Exchange (the “NYSE”) under the symbol “TROX.” On Friday, September 29, 2017, the last sale price of our Class A ordinary shares as reported on the NYSE was $21.10 per share.

Investing in our Class A ordinary shares involves a number of risks. See “ Risk Factors ” beginning on page S- 12 of this prospectus supplement and in our other filings with the Securities and Exchange Commission (the “SEC”) incorporated by reference in this prospectus supplement or the accompanying prospectus to read about factors you should consider before buying our Class A ordinary shares.

Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 
Per Share
Total
Public offering price
$
           
 
$
           
 
Underwriting discount (1)
$
 
 
$
 
 
Proceeds, before expenses, to selling shareholder
$
 
 
$
 
 
(1) Please see the section entitled “Underwriting” for a complete description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than 16,000,000 Class A ordinary shares, the underwriters have the option to purchase up to an additional 2,400,000 Class A ordinary shares from the selling shareholder at the public offering price less the underwriting discount.

The underwriters expect to deliver the Class A ordinary shares on or about          , 2017.

J.P. Morgan
Barclays
Morgan Stanley

The date of this prospectus supplement is          , 2017

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Table of Contents

Prospectus Supplement

Prospectus

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None of us, the selling shareholder or the underwriters have authorized anyone to provide you with additional or different information from that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus we may authorize to be delivered to you. None of us, the selling shareholder or the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling shareholder and the underwriters are offering to sell, and seeking offers to buy, our Class A ordinary shares only in jurisdictions where offers and sales thereof are permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus or in any free writing prospectus we may authorize to be delivered to you is accurate only as of their respective dates or on the date or dates which are specified in such documents, and that any information in documents that we have incorporated by reference is accurate only as of the date of such document incorporated by reference. Our business, financial condition, liquidity, results of operations and prospects may have changed since those dates.

About this Prospectus Supplement

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf registration process, the selling shareholder may sell the securities described in the accompanying prospectus from time to time. In this prospectus supplement, we provide you with specific information about the Class A ordinary shares the selling shareholder is selling in this offering and about the offering itself. Both this prospectus supplement and the accompanying prospectus include or incorporate by reference important information about us and other information you should know before investing in the Class A ordinary shares. This prospectus supplement also adds, updates and changes information contained or incorporated by reference in the accompanying prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with the statements made in the accompanying prospectus, the statements made in the accompanying prospectus are deemed modified or superseded by the statements made in this prospectus supplement. You should read both this prospectus supplement and the accompanying prospectus, as well as the additional information in the documents described below under the heading “Where You Can Find More Information,” before investing in the Class A ordinary shares.

Unless the context otherwise requires, the terms the “Company,” “we,” “us,” “our” or similar terms and “Tronox” refer to Tronox Limited, together with its consolidated subsidiaries, without giving effect to the Cristal Transaction (as defined herein). “Cristal” refers to The National Titanium Dioxide Company, Ltd. and its subsidiaries, and “combined company” refers to us after giving effect to the Transactions (as defined herein).

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Cautionary Note Regarding Forward-Looking Statements

This prospectus supplement, the accompanying prospectus and any documents incorporated by reference may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. You can typically identify forward-looking statements by the use of forward-looking words, such as “may,” “will,” “should,” “could,” “would,” “predicts,” “future,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “aim,” “seek,” “forecast,” “proposed” and other similar words. Our actual results, performance or achievements could be materially different from the results expressed in, or implied by, forward-looking statements. Forward-looking statements are subject to risks and uncertainties, including but not limited to the risks described in this prospectus supplement, the accompanying prospectus supplement and any documents incorporated by reference, including the “Risk Factors” sections of this prospectus supplement, the accompanying prospectus and our reports and other documents filed with the SEC. When considering forward-looking statements, you should keep in mind the risks, uncertainties and other cautionary statements made in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference.

Factors that may cause such differences include, but are not limited to:

the failure to close the Cristal Transaction, including by failure to satisfy closing conditions or by termination of the Cristal Transaction Agreement (as defined herein), and the resulting negative impact on our share price, business and financial results;
the risk that we or Cristal may be unable to obtain governmental and regulatory approvals required for the Cristal Transaction, or required governmental and regulatory approvals may delay the Cristal Transaction or result in the imposition of restrictions, limitations or conditions that are not anticipated or could cause the parties to abandon the Cristal Transaction;
the possibility that we may assume unexpected liabilities as a result of the Cristal Transaction;
the impact of issuing Class A ordinary shares as consideration in connection with the Cristal Transaction on the current holders of Class A ordinary shares, including dilution of their ownership and voting interests;
our ability as well as the ability of Cristal to operate our respective businesses in light of the Cristal Transaction and the covenants contained in the Cristal Transaction Agreement;
uncertainties as to the timing of the closing of the Cristal Transaction;
the risk of reduced access to unrestricted cash;
the failure to comply with bank facility covenants;
general economic conditions or cyclical factors affecting the demand for titanium dioxide (“TiO 2 ”) products;
the risk that our customers might reduce demand for our products or that competitors will offer more competitive pricing or increased supply;
the diversion of management’s time and attention away from ongoing business concerns;
our continuing ability to attract and retain qualified key employees, while controlling our labor costs;
the impact of labor relations;
the federal income tax consequences of the Cristal Transaction, the Alkali Disposition (as defined herein) and the enactment of additional state, federal and/or foreign tax laws and regulations;
net operating losses that will be limited by Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of the number of shares sold and the speed in which the selling shareholder sells its shares;

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the integration risks, the inability to realize identified synergies and diversion of resources and management attention associated with integrating a private company’s reporting and compliance functions into a public company group;
exposure to environmental liabilities and subjection to environmental laws and regulations;
the possibility of disruptions in our information technology systems and other cybersecurity risks; and
other factors discussed in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our subsequently filed Quarterly Reports on Form 10-Q.

There can be no assurance that other factors not currently anticipated by us will not materially and adversely affect our business, financial condition and results of operations. You are cautioned not to place undue reliance on any forward-looking statements made by us or on our behalf. Please take into account that forward-looking statements speak only as of the date of this prospectus supplement or, in the case of the accompanying prospectus or documents incorporated by reference, the date of any such document. Except as required by applicable law, we do not undertake any obligation to publicly correct or update any forward-looking statement.

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Presentati on of Financial Information

The historical financial information included in this prospectus supplement or incorporated by reference in this prospectus supplement and accompanying prospectus is derived from our historical financial statements and the historical financial statements of Cristal as follows:

our historical consolidated statements of operations for the years ended December 31, 2016, 2015 and 2014 and the historical consolidated balance sheet as of December 31, 2016 and 2015 are derived from our audited consolidated financial statements and related notes for the year ended December 31, 2016 in our Annual Report on Form 10-K for the year ended December 31, 2016. On June 2, 2017, we filed a Current Report on Form 8-K to provide additional information and details regarding the revision of our previously issued December 31, 2016 financial statements and quarterly financial statements in 2016. During the quarter ended March 31, 2017, we identified a misstatement in selling, general, and administrative expense for certain prior periods related to a liability resulting from a non-timely filing with a statutory authority. The aggregate misstatement is $11 million, which impacts our previously issued consolidated statements of operations, comprehensive loss, balance sheets and cash flows as of and for the years ended December 31, 2016 and 2015, and the unaudited condensed consolidated financial statements for the third and fourth quarters and corresponding year-to-date periods of 2015, and each quarter and corresponding year-to-date periods of 2016, each of which is incorporated by reference into this prospectus supplement and accompanying prospectus;
our historical financial information as of and for the six months ended June 30, 2017 and for the six months ended June 30, 2016 is derived from the unaudited interim consolidated financial statements appearing in our Quarterly Report on Form 10-Q for the six months ended June 30, 2017, which is incorporated by reference into this prospectus supplement and accompanying prospectus;
the historical consolidated statement of operations of Cristal for the years ended December 31, 2016, 2015 and 2014 and the historical consolidated balance sheet as of December 31, 2016 and 2015 are derived from the audited consolidated financial statements of Cristal for such periods included in our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on August 31, 2017 (the “Cristal Proxy Statement”); and
the historical financial information of Cristal as of and for the six months ended June 30, 2017 and 2016 is derived from the unaudited interim consolidated financial statements included in our Current Report on Form 8-K, as filed with the SEC on September 12, 2017 (the “Cristal 8-K”).

The summary historical financial data of Cristal for the years ended December 31, 2016, 2015 and 2014 was prepared in accordance with Saudi GAAP. The summary historical financial data of Cristal for the six months ended June 30, 2017 and 2016 was prepared in accordance with International Financial Reporting Standards (“IFRS”). For the purposes of this prospectus supplement, the information is presented in United States Dollars (“USD”), translated using the Saudi Riyal (“SR”) to USD exchange rate of 3.75. The Kingdom of Saudi Arabia is included within the Gulf Cooperation Council of countries who peg their national currency to the USD to avoid currency fluctuation. The SR is pegged to the USD at an exchange rate of 3.75.

A reconciliation of net loss from Saudi GAAP to accounting principles generally accepted in the United States (“U.S. GAAP”) is presented for the two most recent years ended December 31, 2016 and 2015. A reconciliation of net loss from Saudi GAAP to U.S. GAAP for the year ended 2014 is not presented as these are not required due to the significant undertaking that would be needed to prepare this information.

The summary unaudited pro forma condensed combined financial data has been derived from our audited consolidated financial statements and the audited consolidated financial statements of Cristal as of and for the year ended December 31, 2016 and our unaudited condensed consolidated financial statements and unaudited financial information of Cristal as of and for the six months ended June 30, 2017 and June 30, 2016.

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Unless otherwise stated in this prospectus supplement, the unaudited pro forma condensed combined financial data gives effect to the Cristal Transaction and the Refinancing Transactions (as defined herein) as if each had been completed on January 1, 2016 and the Alkali Disposition as if it had been completed on January 1, 2015, in the case of the unaudited pro forma condensed combined statement of operations, and on June 30, 2017, in the case of the unaudited pro forma condensed combined balance sheet. On August 2, 2017, we announced the Alkali Disposition, which closed on September 1, 2017. The unaudited pro forma data has been adjusted to reflect the Cristal Transaction using cash received from the Alkali Disposition, together with proceeds raised from the Refinancing Transactions.

In connection with the preparation of the summary unaudited pro forma as adjusted condensed combined statement of operations data, the summary historical financial data of Cristal for the six months ended June 30, 2017 was converted from IFRS to U.S. GAAP and for the six months ended June 30, 2016 from Saudi GAAP to U.S. GAAP.

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Summary

This summary highlights information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Because this is a summary, it may not contain all of the information that is important to you. Before making an investment decision, you should read the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference, including the section entitled “Risk Factors” in this prospectus supplement and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 (as such risk factors may be updated from time to time in our public filings incorporated by reference herein).

About Tronox

We are a public limited company registered under the laws of the State of Western Australia. We believe we are a global leader in the production and marketing of titanium bearing mineral sands and TiO 2 pigment. Titanium feedstock is primarily used to manufacture TiO 2 . Our TiO 2 products are critical components of everyday applications such as paint and other coatings, plastics, paper and other uses, and our related mineral sands product streams include titanium feedstock, zircon and pig iron. Zircon, a hard, glossy mineral, is used for the manufacture of ceramics, refractories, TV screen glass, and a range of other industrial and chemical products. Pig iron is a metal material used in the steel and metal casting industries to create wrought iron, cast iron and steel. In addition, we produce electrolytic manganese dioxide, boron-based and other specialty chemicals.

Our principal executive offices are located at 263 Tresser Boulevard, Suite 1100, Stamford, Connecticut, 06901 and Lot 22 Mason Road, Kwinana Beach, WA, Australia 6167 and our telephone number is (203) 705-3800. We maintain a website at http://www.tronox.com . The information on our website is not incorporated by reference in this prospectus supplement or the accompanying prospectus, and you should not consider it a part of this prospectus supplement or the accompanying prospectus.

Acquisition of Cristal

On February 21, 2017, we entered into a transaction agreement (the “Cristal Transaction Agreement”) with Cristal and Cristal Inorganic Chemicals Netherlands B.V., a private limited company (“Cristal Netherlands”), pursuant to which we agreed to acquire Cristal’s TiO 2 business for $1,673 million in cash (subject to a working capital adjustment at closing) plus 37,580,000 of our Class A ordinary shares (the “Cristal Transaction”). The equity that Cristal Netherlands will receive will represent approximately 24% of our total then outstanding Class A ordinary shares and Class B ordinary shares. The cash portion of the consideration is expected to be funded through proceeds from cash on hand, including proceeds from the Alkali Disposition, and proceeds from the Refinancing Transactions, as we determine circumstances warrant. The Cristal Transaction, which has been unanimously approved by our board of directors, is expected to close in the first quarter of 2018, subject to regulatory approvals and satisfaction of customary closing conditions.

Cristal Netherlands will be party to a shareholder agreement that restrains its ability to dispose of our shares and grants it certain governance rights. See “If the Cristal Transaction is consummated, our shareholders, including any investors in this offering, will have a reduced ownership and voting interest in us (as a proportion of the total outstanding shares) after the Cristal Transaction and will exercise less influence over management.” For additional information on the Cristal Transaction, see “Where You Can Find More Information.”

We believe Cristal is a global leader in the production and marketing of titanium bearing mineral sands and TiO 2 pigment. Cristal’s TiO 2 operations include manufacturing facilities, mining operations and research facilities in seven countries over five continents, including North America, South America, Australia, Europe and Asia.

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Disposition of Alkali Business

On September 1, 2017, we sold our Alkali business to Genesis Energy, L.P. for $1,325 million in cash, subject to a working capital adjustment (the “Alkali Disposition”).

Refinancing Transactions

On September 22, 2017, we completed an offering by our wholly owned subsidiary, Tronox Finance plc, of 5.750% senior unsecured notes due 2025 for an aggregate principal amount of $450 million (the “Notes”), and we entered into a first lien term loan credit facility (the “New Term Loan”) and an asset-based revolving syndicated facility (the “New ABL Facility” and, together with the New Term Loan, the “New Credit Facilities”). The New ABL Facility provides Tronox US Holdings Inc. and certain of our other subsidiaries with an aggregate commitment of up to $550 million in principal amount for revolving credit loans, subject to a borrowing base. The New Term Loan provides our wholly owned subsidiaries, Tronox Finance LLC and Tronox Blocked Borrower LLC, with first lien term loans in an aggregate principal amount of $2.150 billion. Six hundred fifty million dollars of the New Term Loan was funded into restricted accounts of Tronox Blocked Borrower LLC, an unrestricted subsidiary under the Notes (the “Blocked New Term Loans”), and will be available to us to pay a portion of the purchase price for the Cristal Acquisition. The original issue discount related to the New Term Loan was $11 million.

We utilized the funds above (excluding the Blocked New Term Loans) and a portion of the proceeds from the Alkali Disposition to, among other things, fund the redemption of the $896 million remaining outstanding balance of 6.375% senior notes due 2020 issued by Tronox Finance LLC, repay in full and terminate the $1.434 billion remaining outstanding balance of the senior secured term loan entered into by Tronox Pigments (Netherlands) B.V., and repay in full and terminate the $150 million remaining outstanding balance of our asset-based syndicated revolving credit facility.

Lastly, we expect to drawdown approximately $125 million under the New ABL Facility upon the closing of the Cristal Transaction (the “ABL Drawdown”).

The transactions described above are collectively referred to as the “Refinancing Transactions” in this prospectus supplement.

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The Offering

Number of Class A ordinary shares offered by the selling shareholder
16,000,000 Class A ordinary shares (or 18,400,000 Class A ordinary shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares).
Number of Class A ordinary shares outstanding after this offering
84,591,094 Class A ordinary shares (or 86,991,094 Class A ordinary shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares).
Number of Class B ordinary shares outstanding after this offering
35,154,280 Class B ordinary shares (or 32,754,280 Class B ordinary shares if the underwriters exercise in full their option to purchase additional Class A ordinary shares).
Underwriters’ option
The selling shareholder has granted the underwriters a 30-day option to purchase up to 2,400,000 additional Class A ordinary shares at the public offering price, less the underwriting discount.
Voting Rights
Each Class A ordinary share and each Class B ordinary share has one vote for every share held. However, holders of Class B ordinary shares have certain rights that differ from those of holders of Class A ordinary shares. In addition, certain significant corporate actions will require the approval of holders of Class A ordinary shares and Class B ordinary shares voting as separate classes. For more information, see “Description of Share Capital” in the accompanying prospectus.
Use of proceeds
We will not receive any of the proceeds from the sale of Class A ordinary shares by the selling shareholder.
Selling shareholder
The selling shareholder is the sole holder of all outstanding Class B ordinary shares. Under the terms of the Class B ordinary shares and our constitution, as amended (the “Constitution”), a Class B ordinary share automatically, without any further action by any person, converts to a Class A ordinary share on a one-to-one basis when a Class B ordinary share is transferred to a person that is not an affiliate of the selling shareholder. Accordingly, the selling shareholder is offering Class A ordinary shares.
Listing
Our Class A ordinary shares are listed on the NYSE under the symbol “TROX.”

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Risk Factors
You should carefully read and consider the information set forth under “Risk Factors” and any risk factors described in the documents we incorporate by reference, as well as all the other information set forth in this prospectus supplement, the accompanying prospectus and in the documents we incorporate by reference, before investing in our Class A ordinary shares.
Alternate Settlement Cycle:
It is expected that the delivery of the Class A ordinary shares will be made on or about the closing date specified on the cover page of this prospectus supplement, which will be the 3rd business day following the date of the pricing of the Class A ordinary shares (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Class A ordinary shares on the date hereof will be required, by virtue of the fact that the Class A ordinary shares initially will settle in T+3, to specify alternate settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor.

This offering is not conditioned on the consummation of the Cristal Transaction, and there can be no assurance that the Cristal Transaction will be consummated on the terms described herein or at all.

The number of Class A ordinary shares and Class B ordinary shares shown to be outstanding after this offering is based on 68,591,094 Class A ordinary shares and 51,154,280 Class B ordinary shares outstanding as of September 29, 2017. In this prospectus supplement, unless otherwise indicated, the number of Class A ordinary shares to be sold by the selling shareholder, the number of Class A ordinary shares outstanding after this offering and the other information based thereon assumes no exercise of the underwriters’ option to purchase additional Class A ordinary shares from the selling shareholder and does not reflect:

7,551,897 Class A ordinary shares issuable in connection with equity awards outstanding under the 2012 Management Equity Incentive Plan and 8,475,874 Class A ordinary shares available for issuance in connection with future equity awards under the 2012 Management Equity Incentive Plan; and
37,580,000 Class A ordinary shares issuable as consideration in the Cristal Transaction.

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Summary Consolidated Historical Financial Data of Tronox

The following table sets forth our summary consolidated financial data as of and for the years ended December 31, 2016, 2015 and 2014. It was derived from our consolidated historical financial statements and related notes appearing in our Annual Report on Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this prospectus supplement and the accompanying prospectus. The table also sets forth our summary unaudited condensed consolidated financial data as of and for the six months ended June 30, 2017 and for the six months ended June 30, 2016 which was derived from our Quarterly Report on Form 10-Q for the six months ended June 30, 2017, which is incorporated by reference into this prospectus supplement and the accompanying prospectus. We prepare our financial statements in accordance with U.S. GAAP.

On June 2, 2017, we filed a Current Report on Form 8-K to provide additional information and details regarding the revision of our previously issued December 31, 2016 financial statements and quarterly financial statements in 2016. During the quarter ended March 31, 2017, we identified a misstatement in selling, general, and administrative expense for certain prior periods related to a liability resulting from a non-timely filing with a statutory authority. The aggregate misstatement is $11 million, which impacts our previously issued consolidated statements of operations, comprehensive loss, balance sheets and cash flows as of and for the years ended December 31, 2016 and 2015, and the unaudited condensed consolidated financial statements for the third and fourth quarters and corresponding year-to-date periods of 2015, and each quarter and corresponding year-to-date periods of 2016. In accordance with Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, management evaluated the materiality of the misstatement from qualitative and quantitative perspectives, and concluded that the misstatement was not material to our previously issued annual and interim financial statements. In addition, we also corrected the timing of other previously recorded immaterial out-of-period adjustments. The previously recorded immaterial out-of-period adjustments include a $6 million decrease to cost of goods sold due to an overstated depreciation expense and a $7 million increase to cost of goods sold related to royalty tax, both originating in 2013 and previously recorded as out-of-period corrections in 2014; a $5 million decrease to cost of goods sold that originated in 2012 and was previously recorded as an out-of-period correction in 2014 due to overstated depletion expense; and other miscellaneous immaterial corrections.

On September 7, 2017, we filed a Current Report on Form 8-K (the “Alkali 8-K”) announcing the completion of the Alkali Disposition. Our summary consolidated historical financial data included in this prospectus supplement has not been adjusted to reflect the Alkali Disposition. The Alkali business will be presented as discontinued operations in the third quarter of 2017. For more information on the Alkali Disposition, see the Alkali 8-K, which is incorporated herein by reference, and our unaudited pro forma condensed consolidated financial statements included herein which give effect to the Alkali Disposition.

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Our historical financial data may not be indicative of the results of operations or financial position to be expected in the future. The summary consolidated historical financial data below has not been adjusted to include the aforementioned revisions except for the six months ended June 30, 2016. It reflects the information from our previously filed Annual Reports on Form 10-K for all of the annual periods presented.

(Millions of U.S. Dollars, except per share amounts)
Six Months Ended
June 30,
Year s Ended
December 31,
 
2017
2016
2016
2015
2014
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
$
1,191
 
$
1,014
 
$
2,093
 
$
2,112
 
$
1,737
 
Cost of goods sold
 
977
 
 
934
 
 
1,846
 
 
1,992
 
 
1,530
 
Gross profit
 
214
 
 
80
 
 
247
 
 
120
 
 
207
 
Selling, general and administrative
expenses
 
(143
)
 
(101
)
 
(210
)
 
(217
)
 
(192
)
Restructuring expense
 
 
 
(1
)
 
(1
)
 
(21
)
 
(15
)
Income (loss) from operations
 
71
 
 
(22
)
 
36
 
 
(118
)
 
 
Interest and debt expense, net
 
(92
)
 
(92
)
 
(184
)
 
(176
)
 
(133
)
Net gain (loss) on liquidation of non-operating subsidiaries
 
 
 
 
 
 
 
 
 
(35
)
Gain (loss) on extinguishment of debt
 
 
 
4
 
 
4
 
 
 
 
(8
)
Other income (expense), net
 
(7
)
 
(12
)
 
(29
)
 
28
 
 
27
 
Income (loss) before income taxes
 
(28
)
 
(122
)
 
(173
)
 
(266
)
 
(149
)
Income tax (provision) benefit (1)
 
(5
)
 
(22
)
 
115
 
 
(41
)
 
(268
)
Net income (loss)
$
(33
)
$
(144
)
$
(58
)
$
(307
)
$
(417
)
Net income (loss) attributable to
noncontrolling interest
 
5
 
 
1
 
 
1
 
 
11
 
 
10
 
Net income (loss) attributable to
Tronox Limited
$
(38
)
$
(145
)
$
(59
)
$
(318
)
$
(427
)
Earnings (loss) per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
$
(0.32
)
$
(1.24
)
$
(0.50
)
$
(2.75
)
$
(3.74
)
Diluted
$
(0.32
)
$
(1.24
)
$
(0.50
)
$
(2.75
)
$
(3.74
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares
outstanding (in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
118,804
 
 
116,052
 
 
116,161
 
 
115,566
 
 
114,281
 
Diluted
 
118,804
 
 
116,052
 
 
116,161
 
 
115,566
 
 
114,281
 

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At June 30,
At December 31,
(Millions of U.S. Dollars, except per share amounts)
2017
2016
2016
2015
2014
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Working capital
$
772
 
$
658
 
$
731
 
$
753
 
$
2,015
 
Total assets
$
4,994
 
$
4,893
 
$
4,950
 
$
5,027
 
$
5,024
 
Total debt, net
$
3,052
 
$
3,055
 
$
3,054
 
$
3,076
 
$
2,352
 
Total equity
$
1,175
 
$
989
 
$
1,161
 
$
1,110
 
$
1,788
 
Supplemental Information:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
123
 
$
115
 
$
236
 
$
294
 
$
295
 
Capital expenditures
$
56
 
$
55
 
$
119
 
$
191
 
$
187
 
Dividends per share
$
0.090
 
$
0.295
 
$
0.385
 
$
1.00
 
$
1.00
 
(1) During the fourth quarter of 2016, we implemented various steps of a corporate reorganization plan to simplify our corporate structure and thereby improve operational, administrative, and commercial synergies within each of our operating segments (the “Corporate Reorganization”). As a result of this Corporate Reorganization, we reduced our cross jurisdictional financing arrangements and consequently reversed the deferred tax assets related to intercompany interest deductions. The related withholding tax amounts were also reversed as a result of the Corporate Reorganization. Additionally, we reduced our deferred tax assets related to loss carryforwards which will no longer be available to utilize. The changes to deferred taxes are offset by valuation allowances and result in no impact to the consolidated provision for income taxes for the year ended December 31, 2016. The impact on the income tax provision for the year ended December 31, 2016 was a tax benefit of $107 million, reflecting a net reduction in withholding tax accruals of $110 million, offset by a foreign currency loss of $3 million.

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Summary Historical Financial Data of Cristal

The following summary historical financial information as of and for the years ended December 31, 2016, 2015, and 2014 is derived from Cristal’s audited consolidated financial statements for the years ended December 31, 2016, 2015 and 2014. This information should be read with Cristal’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Cristal’s audited consolidated financial statements and the notes thereto incorporated by reference into this prospectus supplement and the accompanying prospectus. Cristal’s historical results are not necessarily indicative of results for any future period. The audited consolidated financial statements of Cristal for the years ended December 31, 2016, 2015 and 2014 with the accompanying Saudi GAAP to U.S. GAAP reconciliations for the years ended December 31, 2016 and 2015 are incorporated by reference into this prospectus supplement and the accompanying prospectus.

The statement of operations data and balance sheet data for Cristal as of and for the six months ended June 30, 2017, has been derived from Cristal’s unaudited interim consolidated financial statements, which are incorporated by reference into this prospectus supplement and the accompanying prospectus. The summary historical financial data of Cristal for the six months ended June 30, 2017 and 2016 are prepared in accordance with IFRS.

The following tables present summarized consolidated financial information, including balance sheet information and statement of operations information, derived from Cristal’s consolidated financial statements. The selected historical financial data of Cristal was prepared in accordance with Saudi GAAP except for the six months ended June 30, 2017 which was prepared in accordance with IFRS. For the purposes of this prospectus supplement, the information is presented in USD, translated using the SR to USD exchange rate of 3.75. The Kingdom of Saudi Arabia is included within the Gulf Cooperation Council of countries that peg their national currencies to the USD to avoid currency fluctuations. The SR is pegged to the USD at an exchange rate of 3.75.

(Millions of U.S. Dollars)
Years Ended December 31,
 
Saudi GAAP
 
2016
2015
2014
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Sales
$
1,737
 
$
1,701
 
$
2,059
 
Cost of goods sold
 
1,586
 
 
1,704
 
 
1,683
 
Gross profit (loss)
 
151
 
 
(3
)
 
376
 
Selling and distribution
 
(111
)
 
(114
)
 
(133
)
General and administrative
 
(146
)
 
(165
)
 
(160
)
Reversal of impairment / (impairment)
of assets
 
(3
)
 
(75
)
 
 
Income (loss) from operations
 
(109
)
 
(357
)
 
83
 
Other (expense) income, net
 
(10
)
 
(97
)
 
(21
)
Financial charges
 
(68
)
 
(44
)
 
(65
)
Income (loss) before Zakat (1) , income
taxes & noncontrolling interest
 
(187
)
 
(498
)
 
(3
)
Zakat and income tax
 
(3
)
 
(26
)
 
8
 
Net income (loss)
$
(190
)
$
(524
)
$
5
 
Net income (loss) attributable to
noncontrolling interest
 
7
 
 
6
 
 
(4
)
Net income (loss) attributable to Cristal
$
(197
)
$
(530
)
$
9
 
 
 
 
 
 
 
 
 
 
 
U.S. GAAP Information:
 
 
 
 
 
 
 
 
 
U.S. GAAP Adjustments
 
3
 
 
69
 
 
 
 
Adjusted U.S. GAAP Net Income
attributable to Cristal
$
(194
)
$
(461
)
 
 
 

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(Millions of U.S. Dollars)
At December 31,
 
Saudi GAAP
 
2016
2015
2014
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Working capital
$
570
 
$
(84
)
$
500
 
Total assets
$
3,753
 
$
4,221
 
$
4,600
 
Total debt
$
1,942
 
$
2,304
 
$
1,847
 
Total equity
$
932
 
$
1,103
 
$
1,958
 
Supplemental Information:
 
 
 
 
 
 
 
 
 
Depreciation, depletion and
amortization expense
$
174
 
$
151
 
$
179
 
Capital expenditures
$
107
 
$
414
 
$
445
 
(1) Cristal is subject to the Regulations of the Directorate of Zakat and Income Tax in the Kingdom of Saudi Arabia. Accordingly, zakat is provided for in accordance with Saudi Arabian fiscal regulations.
 
Six Months
Ended
June 30,
2017
Six Months
Ended
June 30,
2016
 
(IFRS)
(IFRS)
Statement of Operations Data:
 
 
 
 
 
 
Net sales
$
1,017
 
$
866
 
Cost of goods sold
 
832
 
 
817
 
Gross profit
 
185
 
 
49
 
Selling, general and administrative expenses
 
(142
)
 
(134
)
Restructuring expense
 
 
 
 
Impairment of assets
 
(4
)
 
1
 
Income (loss) from operations
 
39
 
 
(84
)
Interest and debt expense, net
 
(48
)
 
(37
)
Gain (loss) on extinguishment of debt
 
 
 
 
Other income (expense), net
 
1
 
 
4
 
Income (loss) before income taxes
 
(8
)
 
(117
)
Income tax (provision) benefit
 
3
 
 
5
 
Net income (loss)
$
(5
)
$
(112
)
Net income (loss) attributable to noncontrolling interest
 
3
 
 
1
 
Net income (loss) attributable to company
$
(8
)
$
(113
)
 
 
 
 
 
 
 
Balance Sheet Data:
 
 
 
 
 
 
Working capital
$
664
 
$
(423
)
Total assets
$
3,722
 
$
3,969
 
Total debt, net
$
1,896
 
$
2,152
 
Total equity
$
688
 
$
717
 
Supplemental Information:
 
 
 
 
 
 
Depreciation, depletion and amortization expense
$
85
 
$
69
 
Capital expenditures
$
41
 
$
122
 

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Summary Unaudited Pro Forma Condensed Combined Financial Information of the Combined Company

The following table sets forth the summary unaudited pro forma condensed financial information, giving effect to the Cristal Transaction, the Alkali Disposition and the Refinancing Transactions as more fully described in “Unaudited Pro Forma Condensed Combined Financial Statements.”

The summary unaudited pro forma condensed combined financial information has been adjusted for the Cristal Transaction and the Refinancing Transactions as if each had been completed on January 1, 2016, and the Alkali Disposition as if the sale had been completed on January 1, 2015, in the case of the unaudited pro forma condensed combined statement of operations, and on June 30, 2017, in the case of the unaudited pro forma condensed combined balance sheet. In addition and as described further in Note 7(f) below, the unaudited pro forma condensed combined financial statements include certain adjustments related to the Cristal Transaction.

The unaudited pro forma condensed combined financial information for the year ended December 31, 2016 has been derived from our audited consolidated financial statements for the years ended December 31, 2016 and the audited consolidated financial statements of Cristal for the year ended December 31, 2016. The unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2017 has been derived from our unaudited interim condensed consolidated financial statements and unaudited interim financial information of Cristal as of and for the six months ended June 30, 2017.

The pro forma financial statements contained in this prospectus supplement are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Transactions for several reasons. For example, the pro forma financial statements have been derived from our historical financial statements and the historical financial statements of Cristal, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Transactions. This information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy. Further, the final allocation of the purchase price will be determined after the closing of the Cristal Transaction and after completion of an analysis to determine the fair value of the assets and liabilities of Cristal’s TiO 2 business. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments.

The unaudited pro forma condensed combined financial information and related notes present our historical condensed consolidated balance sheet and historical condensed consolidated statements of operations adjusted to reflect the impact of completion of our acquisition of Cristal’s TiO 2 business that are (i) directly attributable to the Cristal Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on our combined financial results in the case of the statement of operations and balance sheet, as well as the Alkali Disposition and Refinancing Transactions.

The unaudited pro forma condensed combined financial information does not purport to project our future operating results. The unaudited pro forma condensed combined financial information does not include the impacts of any: (i) cost or revenue synergies; (ii) potential restructuring actions or (iii) future expected transaction-related costs that may result from our purchase of Cristal’s TiO 2 business, as they currently are not objectively determinable. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

This information should be read in conjunction with (i) our audited consolidated financial statements and related notes for year ended December 31, 2016 in our Annual Report Form 10-K for the year ended December 31, 2016, which is incorporated by reference herein, (ii) the unaudited interim consolidated financial statements in our Quarterly Report on Form 10-Q for the six months ended June 30, 2017, which is incorporated by reference herein, (iii) the audited consolidated financial statements of Cristal as of and for the year ended December 31, 2016, which is incorporated by reference herein, (iv) the unaudited interim consolidated financial statements of

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Cristal as of and for the six months ended June 30, 2017, which is incorporated by reference herein and (v) and the “Unaudited Pro Forma Condensed Combined Financial Statements” of the combined company elsewhere in this prospectus supplement and the accompanying prospectus.

(Millions of U.S Dollars , except per share amounts )
 
 
Pro Forma Combined (1)
 
Six Months Ended
June 30, 2017
Year Ended
December 31, 2016
Statement of Operations Data:
 
 
 
 
 
 
Net sales
$
1,789
 
$
3,025
 
Cost of goods sold
 
(1,467
)
 
(2,832
)
Gross profit
 
322
 
 
193
 
Selling, general and administrative expenses
 
(223
)
 
(336
)
Restructuring expenses
 
1
 
 
(2
)
Income (loss) from operations
 
100
 
 
(145
)
Interest and debt expense, net
 
(95
)
 
(187
)
Other income (expense), net
 
5
 
 
5
 
Income (loss) before income taxes
 
10
 
 
(327
)
Income tax (provision) benefit
 
(2
)
 
107
 
Net income ( loss )
 
8
 
 
(220
)
Net income attributable to noncontrolling interest
 
8
 
 
8
 
Net income ( loss ) attributable to Tronox Limited
$
 
$
(228
)
Loss per share, basic and diluted
$
(0.00
)
$
(1.48
)
 
 
 
 
 
 
 
Balance Sheet Data (at period end) :
 
 
 
 
 
 
Working capital
$
1,100
 
 
 
 
Total assets
$
6,427
 
 
 
 
Total debt, net
$
3,376
 
 
 
 
Total equity
$
1,725
 
 
 
 
(1) See accompanying notes in “Unaudited Pro Forma Condensed Combined Financial Statements.”

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Risk Factors

An investment in our Class A ordinary shares involves a number of risks. You should carefully consider all the information set forth in this prospectus supplement and the accompanying prospectus and incorporated by reference herein and therein before deciding to invest in the Class A ordinary shares. In particular, we urge you to consider carefully the factors set forth below, in the section entitled “Cautionary Note Regarding Forward-Looking Statements” and under Part 1, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 (as such risk factors may be updated from time to time in our public filings incorporated by reference herein), which is incorporated by reference herein. Any of these risks could materially and adversely affect our or the combined company’s business, financial condition and results of operations and the actual outcome of matters as to which forward-looking statements are made in this prospectus supplement and the accompanying prospectus. While we believe we have identified and discussed below, in the accompanying prospectus and in the documents incorporated by reference herein and therein the material risks affecting our and the combined company’s business, there may be additional risks and uncertainties that we do not presently know or that we do not currently believe to be material that may adversely affect our business, financial condition and results of operations in the future.

Our South African operations may lose the benefit of the Black Economic Empowerment (“BEE”) status under South African legislation, resulting in the need to implement a remedial solution or introduce a new minority shareholder, which could negatively impact our South African operations.

BEE legislation was introduced into South Africa as a means to seek to redress the inequalities of the previous Apartheid system by requiring the inclusion of historically disadvantaged South Africans in the main-stream economy. Under BEE legislation, South African businesses are required to become “empowered.” South African mining companies are required to comply with a “sector charter” in order to be deemed “empowered.” The South African Mining Charter specifies certain requirements that all mining companies must satisfy to qualify to be issued with a new mining right, to convert an “old order” mining right, take control of, or take transfer of an existing mining right, including a requirement that at least 26% of the shares in such companies are held by BEE “empowered” entities. The South Africa Chamber of Mines (an industry body that represents approximately 90% of the South African mining industry) takes the position that companies are not required to maintain a constant level of empowerment under the so-called “once empowered always empowered” principle that emerges from the Mineral and Petroleum Resources Development Act (“MPRDA”).

The selling shareholder retains a 26% direct ownership interest in each of Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd. These two entities complied with the requirements of the MPRDA and the South African Mining Charter ownership requirements relating to ownership when they received their relevant mining rights and (subject to the discussion below) based on the “once empowered always empowered” principle, will continue to comply with their mining rights notwithstanding a disposal by the selling shareholder or any changes in the selling shareholder’s own historically disadvantaged South Africans ownership.

Pursuant to the Shareholders’ Agreement, dated June 15, 2012, among us, the selling shareholder, Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd (the “South African Shareholder’s Agreement”), the selling shareholder has agreed to maintain its direct ownership for a period of the shorter of the date on which the requirement to maintain a direct ownership stake in each of Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd no longer applies or June 2022 (unless it transfers the direct ownership interests to another qualified buyer under the MPRDA and the Mining Charter). If either Tronox KZN Sands (Pty) Ltd or Tronox Mineral Sands (Pty) Ltd ceases to qualify under the Mining Charter, we and the selling shareholder have agreed to jointly seek a remedial solution. If we and the selling shareholder cannot successfully implement a solution and the reason for this failure is due to anything other than a change in law, then we may dispose of the selling shareholder’s shares in the non-qualifying company to another BEE compliant, qualifying purchaser. During any period of any non-qualification, our South African operations may be in

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violation of their mining or prospecting rights, as well as the requirements of the MPRDA and the South African Mining Charter, which could result in a suspension or revocation of the non-qualifying company’s mining and prospecting rights (after providing the non-compliant company with an opportunity to remedy the defect complained of) and could expose us to operating restrictions, lost business opportunities and delays in receiving further regulatory approvals for our South African operations and expansion activities. However, as stated above, Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd complied with the requirements of the MPRDA and the South African Mining Charter relating to ownership when they received their mining rights and (subject to the discussion below) based on the “once empowered always empowered” principle, and will continue to comply with their mining rights notwithstanding a disposal by the selling shareholder or any changes in the selling shareholder’s own historically disadvantaged South Africans ownership. In addition, if the selling shareholder’s direct ownership in Tronox KZN Sands (Pty) Ltd and Tronox Mineral Sands (Pty) Ltd is sold to another purchaser, we could be required to share control of our South African operations with a minority shareholder, which may impact our operational and financial flexibility and could impact profitability, expansion opportunities and our results of operations.

There are two concurrent legal challenges in South Africa that could be material to us. First, the question of whether the “once empowered always empowered” principle applies in the mining industry in South Africa is subject to current litigation between the South Africa Chamber of Mines and the South African Department of Mineral Resources. The “once empowered always empowered” principle asserts that a South African company that satisfied the requirements in the MPRDA and South African Mining Charter to qualify to be issued with a new mining right, to convert an “old order” mining right, take control of, or take transfer of an existing mining right will be deemed to continue to satisfy those ownership requirements for the duration of its mining right, notwithstanding any direct or indirect changes in its shareholding. In the mining sector, the requisite shareholding base is 26% ownership by historically disadvantaged South Africans. An adverse outcome in connection with such litigation could adversely affect our business, financial condition and results of operations.

Second, on June 15, 2017, the South African Department of Mineral Resources issued a substantially revised South African Mining Charter. The revised charter sets forth new requirements with regard to ownership and continuing ownership of mining rights holders by BEE entities, the form and percentage of that ownership in the holder by BEE entities, procurement by the holder from BEE compliant entities, with race, age and gender based ownership criteria and employment quotas, and workers’ housing and living conditions. The new charter was immediately challenged by the South Africa Chamber of Mines. As a result of such legal challenge, the application of the new charter has been consensually suspended pending the conclusion of the legal process. We are uncertain as to whether the new charter will be ultimately implemented in its current form, but a new mining charter with stricter requirements similar to those described above could adversely affect our business, financial condition or results of operations.

The classification of TiO 2 as a Category 2 Carcinogen in the European Union (“EU”) could result in more stringent regulatory control with respect to TiO 2 .

In May 2016, France’s competent authority under the EU’s Registration, Evaluation, Authorisation and Restrictions of Chemicals submitted a proposal to the European Chemicals Agency (“ECHA”) that would classify TiO 2 as carcinogenic in humans by inhalation. We, together with other companies and trade associations representing the TiO 2 industry and industries consuming our products, submitted comments opposing the classification, based on evidence from epidemiological and other scientific studies. On June 8, 2017, ECHA’s Committee for Risk Assessment (“RAC”) announced its preliminary conclusion that the evidence meets the criteria under the EU’s Classification, Labelling and Packaging Regulation to classify TiO 2 as a Category 2 Carcinogen for humans by inhalation. The European Commission will evaluate the RAC formal recommendation in determining whether any regulatory measures should be taken. If the European Commission decides to adopt such a classification, it could require that many products manufactured with TiO 2 be classified as containing carcinogenic materials, which could impact our business by inhibiting the marketing of products containing TiO 2 to consumers, and subject our manufacturing operations to new

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regulations that could increase costs. Any classification, use restriction or authorized requirement for use imposed by the ECHA could have additional effects under other EU laws (for example, those affecting medical and pharmaceutical applications, cosmetics, food packaging and food additives) and/or trigger heightened regulatory scrutiny in countries outside the EU based on health and safety grounds. It is also possible that heightened regulatory scrutiny would lead to claims by consumers or those involved in the production of such products alleging adverse health impacts.

Risks Related to the Cristal Transaction

The Cristal Transaction is subject to closing conditions that, if not satisfied or waived, will result in the Cristal Transaction not being completed, which may result in material adverse consequences to our business and operations.

The Cristal Transaction is subject to closing conditions that, if not satisfied, will prevent the Cristal Transaction from being completed. If the Cristal Transaction is not completed, our business and operations could be adversely affected by the loss of employees and customers, the costs incurred in pursuing the Cristal Transaction, and potential reputational harm. In addition to the required approvals and consents from regulatory agencies and governmental entities, the Cristal Transaction is subject to other conditions beyond our control that may prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when these other conditions will be satisfied or waived.

This offering is not contingent on the consummation of the Cristal Transaction. Accordingly, if you decide to purchase Class A ordinary shares in this offering, you should be willing to do so whether or not we complete the Cristal Transaction.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Cristal Transaction.

Completion of the Cristal Transaction is conditioned upon filings with, and, in certain cases, the receipt of governmental authorizations, consents, orders or other approvals from, certain governmental entities, including the Federal Trade Commission (the “FTC”), the Antitrust Division of the U.S. Department of Justice and certain other foreign authorities. The parties have made or plan to make initial filings with each of these governmental entities where required. We have received clearances for the Cristal Transaction from several jurisdictions, including Australia, Turkey, New Zealand, Colombia and China. The parties received a request for additional information from the FTC on April 13, 2017, to which the parties are responding, and the applicable waiting period under U.S. antitrust laws has not yet expired or been terminated. In addition to the FTC, several other governmental entities, including the EU, Saudi Arabia and South Korea, have not concluded their review and/or yet provided the requisite authorizations, consents, orders or other approvals.

There is no assurance that all of these required authorizations, consents, orders and other approvals will be obtained, and, if they are obtained, they may not be obtained before the completion of this offering. Moreover, if they are obtained, they may require actions or impose restrictions, limitations or conditions on us or Cristal’s TiO 2 business. The Cristal Transaction Agreement requires the parties to satisfy any actions, or to agree to any restrictions, limitations or conditions, so long as such actions, restrictions, limitations or conditions would not be detrimental to Cristal Netherlands or any of the transferred Cristal entities, taken as a whole, or us and our subsidiaries, taken as a whole. It is possible that such actions, restrictions, limitations or conditions may have an adverse effect on our business, assets, liabilities, prospects, outlook, financial condition or results of operations of or Cristal’s TiO 2 business, but not qualify as detrimental under the Cristal Transaction Agreement. These required actions, restrictions, limitations and conditions also may jeopardize or delay completion of the Cristal Transaction, reduce the anticipated benefits of the Cristal Transaction or allow the parties to terminate the Cristal Transaction. For additional information with regard to the required regulatory filings and approvals, please see “Where You Can Find More Information.”

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Failure to complete the Cristal Transaction may negatively impact our future business and we will have incurred substantial expenses without realizing the expected benefits of the Cristal Transaction.

The Cristal Transaction Agreement provides that either we or Cristal may terminate the Cristal Transaction Agreement if the Cristal Transaction is not consummated on or before May 21, 2018. In addition, the Cristal Transaction Agreement contains certain termination rights for each of us and Cristal. Upon termination of the Cristal Transaction Agreement under specific circumstances, we would be required to pay Cristal a termination fee of $100 million or to reimburse Cristal for certain expenses not to exceed $15 million.

If the Cristal Transaction is not completed, we will have incurred, or will incur, substantial expenses in connection with the due diligence, negotiation and completion of the transactions contemplated by the Cristal Transaction Agreement, as well as the costs and expenses of preparing, filing, printing and mailing the proxy statement and all filing fees paid to the SEC and other regulators in connection with the Cristal Transaction. If the Cristal Transaction is not completed on a timely basis, our business and Cristal’s TiO 2 business may be adversely affected. If the Cristal Transaction is not completed at all, we will be subject to a number of risks, including (i) being required to pay costs and expenses relating to the Cristal Transaction, such as legal, accounting, financial advisory and printing fees, whether or not the Cristal Transaction is completed and (ii) time and resources committed by our management to matters relating to the Cristal Transaction that could otherwise have been devoted to pursuing other beneficial opportunities.

The unaudited pro forma condensed combined consolidated financial statements, which we refer to as the pro forma financial statements, are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Cristal Transaction.

The pro forma financial statements contained in this prospectus supplement are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Cristal Transaction for several reasons. For example, the pro forma financial statements have been derived from our and Cristal’s historical financial statements, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Cristal Transaction. This information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy. Further, the final allocation of the purchase price will be determined after the Cristal Transaction has closed and after completion of an analysis to determine the fair value of the assets and liabilities of Cristal’s TiO 2 business. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments.

Moreover, the pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Cristal Transaction. For example, the impact of any incremental costs incurred in integrating Cristal’s TiO 2 business into ours is not reflected in the pro forma financial statements. As a result, the actual financial condition and results of operations of the combined company following the Cristal Transaction may differ significantly from these pro forma financial statements.

In addition, the assumptions used in preparing the pro forma financial statements may not prove to be accurate, and other factors may affect the combined company’s financial condition or results of operations following the Cristal Transaction. Any potential decline in the combined company’s financial condition or results of operations may cause significant variations in the market value of Class A ordinary shares following the Cristal Transaction. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

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Each of our business and Cristal’s TiO 2 business will be subject to business uncertainties and contractual restrictions while the Cristal Transaction is pending and we do not currently and will not control Cristal until completion of the Cristal Transaction.

We do not currently control Cristal and cannot assure you that Cristal will operate the business during the interim period in the same way that we would. Furthermore, the Cristal Transaction has required, and will likely continue to require, substantial time and focus from management, which could adversely affect their ability to operate the business.

Uncertainty about the effect of the Cristal Transaction on employees and customers may have an adverse effect on Cristal’s TiO 2 business and consequently on us. These uncertainties may impair the ability of Cristal’s TiO 2 business to attract, retain or motivate key personnel until the closing of the Cristal Transaction, and could cause customers and others that deal with Cristal’s TiO 2 business to seek to change existing business relationships with Cristal’s TiO 2 business. Retention of certain of our employees and of Cristal’s TiO 2 business may be challenging during the pendency of the Cristal Transaction, as certain employees may experience uncertainty about their future roles with us. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with or be employed by us, our business following the Cristal Transaction could be harmed.

In addition, the Cristal Transaction Agreement restricts each of us and Cristal’s TiO 2 business from making certain acquisitions and taking other specified actions until the Cristal Transaction occurs without the other party. These restrictions may prevent each of us and Cristal’s TiO 2 business from pursuing attractive business opportunities that may arise prior to the closing of the Cristal Transaction.

Our ability to use NOLs to offset future income may be limited.

The Company’s ability to use any net operating losses (“NOLs”) generated by it could be substantially limited if the Company were to experience an “ownership change” as defined under Section 382 of the Code. In general, an “ownership change” would occur if the Company’s “5-percent shareholders,” as defined under Section 382 of the Code, including certain groups of persons treated as “5-percent shareholders,” collectively increased their ownership in the Company by more than 50 percentage points over a rolling three-year period. This offering and the issuance of the Class A ordinary shares to Cristal Netherlands in connection with the Cristal Transaction may result in an “ownership change” for U.S. federal and applicable state income tax purposes. In addition, an “ownership change” will most likely occur in the future as a result of future issuances of Class A ordinary shares or Class B ordinary shares (or certain other securities) or certain direct or indirect changes in the ownership of such shares or other securities (for example, as a result of a disposition of shares currently owned by existing “5-percent shareholders,” including the selling shareholder). A corporation that experiences an ownership change will generally be subject to an annual limitation on the use of its pre-ownership change NOLs (and certain other losses and/or credits) equal to the equity value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate for the month in which the ownership change occurs. Such a limitation could, for any given year, have the effect of increasing the amount of our U.S. federal income tax liability, which would negatively impact the amount of after-tax cash available for distribution to holders of our ordinary shares and our financial condition.

We are currently, and upon the completion of the Cristal Transaction will continue to be, subject to the UK Bribery Act (the “Bribery Act”), the U.S. Foreign Corrupt Practices Act (the “FCPA”), and other anti-corruption laws, as well as export control laws, customs laws, sanctions laws and other laws governing our operations. If the combined company fails to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures and legal expenses, each of which could adversely affect our business, results of operations and financial condition.

Our combined company operations will be subject to anti-corruption laws, including the Bribery Act, the FCPA, and other anti-corruption laws that apply in countries where we do business. The Bribery Act, the FCPA and these other laws generally prohibit us and our employees and intermediaries from bribing, being bribed or making other prohibited payments to government

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officials or other persons to obtain or retain business or gain some other business advantage. Under the Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense. We and our commercial partners may operate in a number of jurisdictions that pose a high risk of potential Bribery Act or FCPA violations, and we participate in collaborations and relationships with third parties whose actions, if non-compliant, could potentially subject us to liability under the Bribery Act, FCPA or local anti-corruption laws. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted.

We are currently, and upon consummation of the Cristal Transaction will continue to be, also subject to other laws and regulations governing our international operations, including regulations administered by the governments of the United Kingdom and the United States, and authorities in the EU, including applicable export control regulations, economic sanctions on countries and persons, anti-money laundering laws, customs requirements and currency exchange regulations, collectively referred to as the Trade Control laws. For example, we are subject to certain requirements under the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”), which enforces certain laws and regulations that impose restrictions upon U.S. nationals, U.S. permanent residents, persons located in the U.S. or entities organized under the laws of a U.S. jurisdiction, which we refer to collectively as U.S. Persons, upon business conducted in whole or in part in the U.S. and, in some instances, upon foreign entities owned or controlled by U.S. Persons, with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of such OFAC sanctions. We are subject to similar sanctions and restrictions in both the United Kingdom and the EU.

There is no assurance that the combined company will be completely effective in ensuring our compliance with all applicable sanction laws, anti-corruption laws, including the Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If the combined company is not in compliance with the Bribery Act, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the Bribery Act, the FCPA, other anti-corruption laws or Trade Control laws by the United Kingdom, the United States or other authorities could also have a material adverse impact on our reputation, our business, results of operations and financial condition.

Risks Related to the Combined Company after Completion of the Cristal Transaction

If the Cristal Transaction is consummated, our shareholders, including any investors in this offering, will have a reduced ownership and voting interest in us (as a proportion of the total outstanding shares) after the Cristal Transaction and will exercise less influence over management.

Class A (including investors in this offering) and Class B shareholders currently possess all voting rights with respect to the election of our board of directors and on other matters affecting us. Upon the closing of the Cristal Transaction, Cristal Netherlands will receive shares in the Cristal Transaction constituting approximately 24% of the combined Class A ordinary shares and Class B ordinary shares outstanding immediately after the Cristal Transaction. As a result, Class A (including investors in this offering) and Class B shareholders, as a group, will own approximately 76% of the combined Class A ordinary shares and Class B ordinary shares outstanding immediately after the Cristal Transaction. As a result, Class A shareholders (including investors in this offering) may have less influence on our management and policies than they now have. See “Our Class B ordinary shares have certain rights that differ from those of Class A ordinary shares, and the selling shareholder may not sell its full ownership of Class B ordinary shares.”

The selling shareholder currently owns 42.7% of our voting securities as of September 29, 2017. Following the Cristal Transaction, the selling shareholder will own approximately 32.5% of our voting securities, without giving effect to this offering. Following this offering and the Cristal

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Transaction, the selling shareholder will own approximately 20.8% of our voting securities if the underwriters’ exercise their option to purchase additional Class A ordinary shares in full (or approximately 22.3% of our voting securities if the underwriters’ do not exercise their option). While the selling shareholder’s ability to elect Class B directors and consent to certain corporate actions, as set forth in our Constitution and the Shareholder’s Deed, dated June 15, 2012, among us, Thomas Casey and the selling shareholder (the “Shareholder’s Deed”), will not change so long as the selling shareholder holds Class B ordinary shares equal to at least 10% of the total voting interest, the selling shareholder may have less influence on matters submitted to shareholders to be voted on as a single class than it has now. See “—Our Class B ordinary shares have certain rights that differ from those of Class A ordinary shares, and the selling shareholder may not sell its full ownership of Class B ordinary shares.” If the Cristal Transaction is consummated, Cristal may become our largest shareholder following this offering and have greater influence over our affairs, and Class A shareholders may have less influence on our management and policies than they now have.

In addition, under the shareholders agreement to be entered into upon the closing of the Cristal Transaction (the “Cristal Shareholders Agreement”) among us, Cristal, Cristal Netherlands and the underlying shareholders of Cristal (collectively, the “Cristal Shareholders”), as long as the Cristal Shareholders, collectively, beneficially own at least 28,185,000 Class A ordinary shares, they will have the right to designate for nomination two Class A directors of our board of directors and, as long as they beneficially own at least 15,568,333 Class A ordinary shares but less than 28,185,000 Class A ordinary shares, they will have the right to designate for nomination one Class A director of our board of directors. The Cristal Shareholders Agreement will also provide that, as long as the Cristal Shareholders own at least 11,743,750 Class A ordinary shares, they will be granted certain preemptive rights. The selling shareholder’s rights under our Constitution and the Shareholder’s Deed will remain unchanged following the Cristal Transaction.

This concentration of share ownership may adversely affect the trading price of our Class A ordinary shares because investors may perceive disadvantages in owning shares in a company with significant shareholders.

The number of Class A ordinary shares to be issued in the Cristal Transaction to Cristal Netherlands is not adjustable based on the market price of Class A ordinary shares, so the transaction consideration at the closing of the Cristal Transaction may have a greater or lesser implied value than at the time the Cristal Transaction Agreement was signed.

The parties to the Cristal Transaction Agreement have fixed the number of Class A ordinary shares to be issued to Cristal Netherlands, and this number is not adjustable based on changes in the market price of Class A ordinary shares. Any changes in the market price of Class A ordinary shares will not affect the number of Class A ordinary shares that Cristal Netherlands is entitled to receive pursuant to the Cristal Transaction Agreement. Therefore, if, prior to the closing of the Cristal Transaction, the market price of Class A ordinary shares declines from the market price on the date of the Cristal Transaction Agreement, Cristal Netherlands would receive consideration with less implied value. Conversely, if, prior to the closing of the Cristal Transaction, the market price for Class A ordinary shares increases from the market price on the date of the Cristal Transaction Agreement, Cristal Netherlands would receive consideration with more implied value. Because the number of Class A ordinary shares to be issued in the Cristal Transaction to Cristal Netherlands does not adjust as a result of changes in the value of Class A ordinary shares, for any amount that the market value of Class A ordinary shares rises or declines, there is a corresponding rise or decline, respectively, in the value of the aggregate share consideration issued to Cristal Netherlands.

If Cristal Netherlands immediately sells Class A ordinary shares received in the Cristal Transaction it could depress the market value of our Class A ordinary shares.

We plan to issue 37,580,000 Class A ordinary shares to Cristal Netherlands as part of the consideration in connection with the Cristal Transaction. The Cristal Shareholders Agreement will permit Cristal Netherlands to sell up to an aggregate number of Class A ordinary shares equal to 4% of the total number of outstanding voting securities immediately after the closing of the Cristal Transaction, as adjusted for any stock split, reverse stock split or similar transaction. We have agreed

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pursuant to the Cristal Shareholders Agreement to file promptly after the closing of the Cristal Transaction a registration statement covering such number of shares, which may be sold as soon as such registration statement becomes effective. Other than with respect to those shares, the Cristal Shareholders Agreement will include restrictions on Cristal Netherlands’s ability to transfer any of its Class A ordinary shares for a period of three years after the closing of the Cristal Transaction, other than to certain permitted transferees after the later of 18 months and the date on which all indemnification claims under the Cristal Transaction Agreement have been finally resolved. The Cristal Shareholders Agreement will also contain certain demand and piggy-back registration rights, which commence after the three-year transfer restriction period expires. If Cristal Netherlands sells significant amounts of our Class A ordinary shares following the Cristal Transaction (subject to the transfer restrictions specified in the Cristal Shareholders Agreement), the market price of Class A ordinary shares could decrease. Any such sales, in addition to any sales by the selling shareholder pursuant to this offering or any future offering, may also make it more difficult for us to issue equity securities or equity-related securities in the future at a time and at a price that we otherwise would deem appropriate.

We may fail to realize all of the anticipated benefits of the Cristal Transaction, including expected synergies, earnings per share accretion or EBITDA and free cash flow growth and we will be subject to business uncertainties that could adversely affect our business.

The success of the Cristal Transaction will depend, in part, on our ability to realize anticipated cost synergies, earnings per share accretion or EBITDA and free cash flow growth. Our success in realizing these benefits, and the timing of this realization, depends on the successful integration of our business and operations with Cristal’s TiO 2 business and may require significant internal and external investment. Even if we are able to integrate Cristal’s TiO 2 business successfully, this integration may not result in the realization of the full benefits of the Cristal Transaction that we currently expect within the anticipated time frame or at all.

There is also the possibility that:

the Cristal Transaction may result in our assuming unexpected liabilities, for example environmental liabilities;
we may experience difficulties integrating operations and systems, for example with respect to accounting and IT controls, IT systems as well as company policies and cultures;
we may fail to retain and assimilate employees of Cristal’s TiO 2 business; and
problems may arise in entering new markets in which we have little or no experience.

Uncertainty about the effect of the Cristal Transaction on employees, customers and suppliers may have an adverse effect on our business. These uncertainties may impair our ability to attract, retain and motivate key personnel until the Cristal Transaction is consummated and for a period of time thereafter, and could cause our customers, suppliers and other business partners to delay or defer certain business decisions or to seek to change existing business relationships with us. The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following the closing of the Cristal Transaction.

The combined company’s future results could suffer if it does not effectively manage its expanded business, operations and employee base following the Cristal Transaction.

The size of the combined company’s business, operations and employee base following the Cristal Transaction will be greater than the standalone size of the business, operations and employee base of either us or Cristal’s TiO 2 business prior to the Cristal Transaction. The combined company’s future success depends, in part, upon our ability to manage this expanded business, operations and employee base, which will pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. We may not be able to successfully manage the combined company’s expanded business, operations and employee base following the Cristal Transaction.

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The combined company will be exposed to the risks of operating a global business in new countries.

Cristal’s TiO 2 business operates in certain countries, such as Brazil, China and the Kingdom of Saudi Arabia, in which we have not historically had operations or business. The combined company’s global operations will be subject to a number of risks, including:

adapting to unfamiliar regional and geopolitical conditions and demands, including political instability, civil unrest, expropriation, nationalization of properties by a government, imposition of sanctions, changes to import or export regulations and fees, renegotiation or nullification of existing agreements, mining leases and permits;
increased difficulties with regard to political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors;
economic and commercial instability risks, including those caused by sovereign and private debt default, corruption, and new and unfamiliar laws and regulations at national, regional and local levels, including taxation regimes, tariffs and trade barriers, exchange controls, repatriation of earnings, and labor and environmental and health and safety laws and regulations;
implementation of additional technological and cybersecurity measures and cost reduction efforts, including restructuring activities, which may adversely affect the combined company’s ability to capitalize on opportunities;
major public health issues which could cause disruptions in our operations or workforce;
war or terrorist activities;
difficulties enforcing intellectual property and contractual rights in certain jurisdictions; and
unexpected events, including fires or explosions at facilities, and natural disasters.

In some locations in which the combined company will operate, particularly in those with developing economies, business practices may exist that are prohibited by laws and regulations applicable to the combined company, such as U.S. and EU import and export controls, economic sanctions programs and anti-corruption laws and regulations. Our existing compliance controls may not be sufficient in order to prevent or detect inadequate practices, fraud or violations of law by the combined company’s intermediaries, sales agents or employees, which could subject the combined company to penalties and material adverse consequences on its business, financial condition or results of operations. These factors, in addition to the difficulties and uncertainties associated with entering into new countries, including cultural and language differences, will make it more challenging for the combined company to forecast its operating results, make business decisions and identify and prioritize the risks that may affect its business, sources and uses of cash, financial condition and results of operations.

Cristal is currently not a publicly reporting company and the obligations associated with integrating into a public company will require significant resources and management attention.

Cristal is, and prior to the consummation of the Cristal Transaction will remain, a private company that is not subject to reporting requirements and does not have accounting personnel specifically employed to review internal controls over financial reporting. Upon completion of the Cristal Transaction, the Cristal business will become subject to the rules and regulations established from time to time by the SEC and the NYSE. In addition, as a public company, we are required to document and test our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 so that our management can certify as to the effectiveness of our internal controls over financial reporting, which, by the time our second annual report is filed with the SEC following the consummation of the Cristal Transaction, would include the acquired Cristal business. Bringing Cristal into compliance with these rules and regulations and integrating Cristal into our current compliance and accounting system may require us to make and document significant changes to Cristal’s internal controls over financial reporting, increase our legal and

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financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. Furthermore, the need to establish the necessary corporate infrastructure to integrate Cristal may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. However, the measures we take may not be sufficient to satisfy our obligations as a public company. If we do not continue to develop and implement the right processes and tools to manage our changing enterprise upon the Cristal Transaction and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition and results of operations. In addition, we cannot predict or estimate the amount of additional costs we may incur to bring Cristal into compliance with these requirements. We anticipate that these costs will materially increase our selling, general and administration expenses. In addition, bringing Cristal into compliance with these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

We may not be able to continue to grow through acquisitions.

In the past, we have sought growth through acquisitions of, or significant investments in, businesses that offer complementary products and services or otherwise support our growth objectives. However, following the consummation of the Cristal Transaction, we may not be able to continue to identify attractive acquisition targets and consummate acquisitions. Upon the closing of the Cristal Transaction and the incurrence of any debt in connection therewith, our anticipated level of indebtedness may be significantly higher than prior to the closing of the Cristal Transaction. As a result, we may not be able to arrange financing for future acquisitions on acceptable terms. In addition, the combined company will be a substantially larger company than we are at this time and may face additional scrutiny in connection with federal and state governmental approvals in connection with any future acquisitions of attractive targets and may not be able to obtain such approvals at all. The realization of any of these risks could adversely affect our or the combined company’s business.

Cristal may have liabilities that are not known to us and the indemnities we have negotiated in the Cristal Transaction Agreement may not adequately protect us.

As part of the Cristal Transaction, we will assume certain liabilities of Cristal, including significant environmental remediation and monitoring liabilities at Cristal’s current and formerly-owned properties and closure and post-closure costs at certain of Cristal’s mining and landfill facilities. There may be liabilities that we failed or were unable to discover in the course of performing due diligence investigations into Cristal. Any such liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations. Further, we have not performed all of the valuations necessary to ascertain the fair value of the identifiable assets acquired and the liabilities assumed and the related allocation of the purchase price. The purchase price allocation relating to the Cristal Transaction may result in significant adjustments to the historical values of property, plant and equipment, intangible assets, liabilities and provisions, which could, in turn, result in additional depreciation and amortization expense. As we integrate Cristal, we may learn additional information about Cristal that may adversely impact us, such as unknown or contingent liabilities, adequacy of financial reserves and issues relating to non-compliance with applicable laws.

Risks Related to Ownership of Our Class A Ordinary Shares

Our share price has fluctuated in the past and may fluctuate in the future. Accordingly, you may not be able to resell your Class A ordinary shares at or above the price at which you purchased them.

The trading price of our Class A ordinary shares has fluctuated in the past. The trading price of our Class A ordinary shares could fluctuate significantly in the future and could be negatively affected in response to various factors, including:

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market conditions in the broader stock market in general;
our ability to make investments with attractive risk-adjusted returns;
market perception of our current and projected financial condition, potential growth, future earnings and future cash dividends;
announcements we make regarding dividends;
actual or anticipated fluctuations in our quarterly financial and operating results;
additional offerings of our Class A ordinary shares or equity-linked securities;
actions by rating agencies;
short sales of our Class A ordinary shares;
any decision to pursue a distribution or disposition of a meaningful portion of our assets;
issuance of new or changed securities analysts’ reports or recommendations;
market perception or media coverage of us, other similar companies or the outlook of the markets and industries in which we compete;
major reductions in trading volumes on the exchanges on which we operate;
legislative or regulatory developments, including changes in the status of our regulatory approvals or licenses; and
litigation and governmental investigations.

These and other factors may cause the market price and demand for our Class A ordinary shares to fluctuate substantially, which may negatively affect the price or liquidity of our Class A ordinary shares.

In addition, the market price of our Class A ordinary shares may fluctuate significantly following consummation of the Cristal Transaction if, among other things, the combined company is unable to achieve the expected growth in earnings, or if the operational cost savings estimates in connection with the integration of our and Cristal’s businesses are not realized, or if the transaction costs relating to the Cristal Transaction are greater than expected, or if the financing relating to the transaction is on unfavorable terms. The market price also may decline if the combined company does not achieve the perceived benefits of the Cristal Transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Cristal Transaction on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts. In addition, our business differs from that of Cristal, and accordingly, the results of operations of the combined company and the market price of our Class A ordinary shares after the completion of the Cristal Transaction may be affected by factors different from those currently affecting the independent results of operations of each of our and Cristal’s business.

When the market price of a stock has been volatile or has decreased significantly in the past, holders of that stock have, at times, instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending, settling or paying any resulting judgments related to the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business and hurt our share price.

Our Class B ordinary shares have certain rights that differ from those of Class A ordinary shares, and the selling shareholder may not sell its full ownership of Class B ordinary shares.

Holders of Class B ordinary shares have certain rights that differ from those of holders of Class A ordinary shares, and holders of Class A ordinary shares do not and will not have the same rights as holders of Class B ordinary shares. Certain significant corporate actions require the approval of holders of Class A ordinary shares and Class B ordinary shares voting as separate classes. For example, for as long as the Class B voting interest is at least 20.0%, a separate vote by holders of

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Class A ordinary shares and Class B ordinary shares is required to approve certain types of mergers or similar transactions that result in a change in control or a sale of all or substantially all of our assets, or any reorganization or similar transaction that does not treat Class A ordinary shares and Class B ordinary shares equally. In addition, our Constitution provides that, for as long as the Class B voting interest is at least 10% of the total voting interest in us, there must be nine directors on our board, of which the holders of Class A ordinary shares will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class A directors) and the holders of Class B ordinary shares will be entitled to vote separately to elect a certain number of directors to our board (which we refer to as Class B directors). If the Class B voting interest is greater than or equal to 30%, our board will consist of six Class A directors and three Class B directors. If the Class B voting interest is greater than or equal to 20% but less than 30%, our board of directors will consist of seven Class A directors and two Class B directors. If the Class B voting interest is greater than or equal to 10% but less than 20%, our board will consist of eight Class A directors and one Class B director. If the Class B voting interest is less than 10%, there will be nine Class A directors and no Class B directors. As a result an investor in the Class A ordinary shares may not have as much control over the Company as a holder of the same amount of Class B ordinary shares.

As of September 29, 2017, the selling shareholder held approximately 42.7% of our voting securities and had three representatives serving as directors on our nine-member board. Following this offering, the selling shareholder will own approximately 27.4% of our voting securities if the underwriters exercise their option to purchase additional Class A ordinary shares in full (or approximately 29.4% of our voting securities if the underwriters do not exercise their option). Although the selling shareholder has announced its intention to monetize its ownership stake in us over time, including pursuant to this offering, there is no assurance as to when the selling shareholder will successfully complete the sale of all of its Class B ordinary shares, or that the selling shareholder will be able to sell all of its Class B ordinary shares. As a result, Class A ordinary shares may have different value and rights as a result of the selling shareholder’s actions in future offerings.

Future sales and issuances of our Class A ordinary shares could reduce the market price of our Class A ordinary shares.

Sales of our Class A ordinary shares or other securities in the public or private market, or the perception that these sales may occur, could cause the market price of our Class A ordinary shares to decline. See “—If Cristal Netherlands immediately sells Class A ordinary shares received in the Cristal Transaction it could depress the market value of our Class A ordinary shares.” The selling shareholder intends to sell the remainder of its shares over time following this offering. This could also impair our ability to raise additional capital through the sale of our equity securities. We may also acquire interests in other companies by using a combination of cash and our Class A ordinary shares or just our Class A ordinary shares. Under our Constitution, we are authorized to issue additional ordinary shares and preference shares at the discretion of the board of directors, and Class B ordinary shares so long as 80% of the holders of the Class B ordinary shares vote in favor of such issuance. We cannot predict the size of future issuances of our ordinary shares or preference shares or other securities or the effect, if any, that future sales and issuances of ordinary shares and other securities would have on the market price of our Class A ordinary shares. Any of these events may dilute your ownership interest in our company and have an adverse impact on the price of our Class A ordinary shares.

We have existing indebtedness and our Class A ordinary shares rank junior to all of our consolidated liabilities.

In the event of a bankruptcy, liquidation, dissolution or winding up, our assets will be available to pay obligations on our Class A ordinary shares only after all of our consolidated liabilities have been paid. In the event of a bankruptcy, liquidation, dissolution or winding up, there may not be sufficient assets remaining, after paying our and our subsidiaries’ liabilities, to pay any amounts with respect to the Class A ordinary shares then outstanding. We have a significant amount of indebtedness, which amounted to $3.2 billion at September 28, 2017, with $550 million of

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availability under our existing revolving credit facility and access to an additional $250 million of availability subject to lender commitments. We may incur additional indebtedness to fund the Cristal Transaction. On a pro forma basis to give effect to the Cristal Transaction and the other events described under “Unaudited Pro Forma Condensed Combined Financial Data of the Combined Company,” we would have had $3.4 billion of outstanding indebtedness on a consolidated basis as of June 30, 2017, with $550 million of availability under our revolving credit facility, and may also take on additional long-term debt and working capital lines of credit to meet future financing needs, subject to certain restrictions under the terms of our existing indebtedness.

We have and the combined company will have a significant amount of goodwill and other intangible assets on our balance sheet. If our goodwill or other intangible assets become impaired, we may be required to record a non-cash charge to earnings and reduce our shareholders’ equity.

Under U.S. GAAP, intangible assets are reviewed for impairment on an annual basis or more frequently whenever events or circumstances indicate that their carrying value may not be recoverable. We monitor relevant circumstances, including expected synergies from combining operations of an acquiree and an acquirer as well as from intangible assets that do not qualify for separate recognition, our overall financial performance and the market price for our Class A ordinary shares, and the potential impact that changes in such circumstances might have on the valuation of our goodwill or other intangible assets. If our goodwill or other intangible assets are determined to be impaired in the future, we may be required to record a non-cash charge to earnings during the period in which the impairment is determined, which would reduce our shareholders’ equity.

Risk Factors Relating to Us and Our Business

We are, and will continue to be, subject to the risks described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, as updated by other reports filed with the SEC, which are incorporated by reference into this prospectus supplement and the accompanying prospectus. For additional information, see the section entitled “Where You Can Find More Information.”

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Use of Proceeds

We will not receive any proceeds from the sale of our Class A ordinary shares by the selling shareholder.

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Unaudited Pro Forma Condensed Combined Financial Statements

The unaudited pro forma condensed combined financial data contained herein were prepared giving effect to the Cristal Transaction, the Alkali Disposition detailed below and the Refinancing Transactions.

On February 21, 2017, we entered into a transaction agreement with Cristal and Cristal Netherlands, pursuant to which Cristal and Cristal Netherlands will effect a restructuring under which the assets and operations relating to the TiO 2 business of Cristal will be reorganized under one or more entities owned by Cristal BV, and Cristal will separately establish a new entity in the Kingdom of Saudi Arabia to hold certain assets and operations in the Kingdom of Saudi Arabia. Cristal is a privately held company registered under the laws of the Kingdom of Saudi Arabia and is headquartered in Jeddah, Saudi Arabia. In consideration of the foregoing, we (i) will make an aggregate cash payment equal to $1,673 million, subject to certain adjustments, to Cristal and Cristal Netherlands, and (ii) will issue and deliver to Cristal Netherlands 37,580,000 of our Class A ordinary shares.

On August 2, 2017, we announced that we had entered into a stock purchase agreement to sell our Alkali business to Genesis Energy, L.P. for $1,325 million in cash, subject to a working capital adjustment. The Alkali Disposition closed on September 1, 2017.

The pro forma financial statements are presented on the basis that we will finance the Cristal Transaction using certain cash proceeds from the sale of the Alkali business together with proceeds raised from the Refinancing Transactions as described in Note 7(f) and the remainder with cash.

The pro forma financial statements contained in this prospectus supplement are presented for illustrative purposes only and may not be an indication of the combined company’s financial condition or results of operations following the Transactions for several reasons. For example, the pro forma financial statements have been derived from our historical financial statements and the historical financial statements of Cristal, and certain adjustments and assumptions have been made regarding the combined company after giving effect to the Transactions. This information upon which these adjustments and assumptions have been made is preliminary, and such adjustments and assumptions are difficult to make with complete accuracy. Further, the final allocation of the purchase price will be determined after the closing of the Cristal Transaction and after completion of an analysis to determine the fair value of the assets and liabilities of Cristal’s TiO 2 business. Accordingly, the final purchase accounting adjustments may be materially different from the unaudited pro forma adjustments.

The following unaudited pro forma condensed combined financial information and related notes present our historical condensed consolidated balance sheet and historical condensed consolidated statements of operations adjusted to reflect the impact of completion of our acquisition of Cristal’s TiO 2 business that are (i) directly attributable to the Cristal Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on our combined financial results in the case of the statement of operations and balance sheet, as well as the Alkali Disposition and Refinancing Transactions.

The unaudited pro forma condensed combined financial information for the years ended December 31, 2016 and 2015 has been derived from our audited consolidated financial statements for the years ended December 31, 2016 and 2015 and the audited consolidated financial statements of Cristal for the year ended December 31, 2016. The unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2017 has been derived from our unaudited interim condensed consolidated financial statements and unaudited interim financial information of Cristal as of and for the six months ended June 30, 2017. The unaudited pro forma condensed combined financial information has been adjusted for the Cristal Transaction and the Refinancing Transactions as if each had been completed on January 1, 2016, and the Alkali

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Disposition as if the sale had been completed on January 1, 2015, in the case of the unaudited pro forma condensed combined statement of operations, and on June 30, 2017, in the case of the unaudited pro forma condensed combined balance sheet.

In addition to the sale of the Alkali business and the additional debt described above and described further in Note 7(f) below, the unaudited pro forma condensed combined financial statements include the following adjustments related to the Cristal Transaction:

the acquisition of Cristal’s TiO 2 business for consideration totaling $1,673 million of cash plus 37,580,000 of our Class A ordinary shares;
the impact of converting Cristal’s historical financial information as prepared in accordance with Saudi GAAP, to U.S. GAAP for the year ended December 31, 2016;
the impact of converting Cristal’s historical financial information, as prepared in accordance with IFRS, to U.S. GAAP for the six months ended June 30, 2017;
the translation of Cristal’s historical financial information from SR into USD;
the impact of preliminary fair value adjustments to the acquired assets and assumed liabilities of Cristal’s TiO 2 business;
reclassifications needed to conform the accounting policies of Cristal to our policies;
the elimination of acquisition-related transaction costs incurred for the year ended December 31, 2016 and the six months ended June 30, 2017;
the elimination of sales and the impacts of a licensing agreement between us and Cristal for the year ended December 31, 2016 and the six months ended June 30, 2017; and
the related income tax effects of the pro forma adjustments.

We accounted for the Cristal Transaction within the accompanying unaudited pro forma condensed combined financial information using the acquisition method of accounting in accordance with ASC 805. As valuations and other studies have yet to progress to a stage where there is sufficient information for a definitive measure of fair value, we have assumed that fair values of the tangible and intangible assets acquired and liabilities assumed at the acquisition date to equal their carrying value. Goodwill, as of the acquisition date, was measured as the excess of purchase consideration over the preliminary fair value of net tangible and identifiable intangible assets acquired. The preliminary measurement used for the net tangible and identifiable intangible assets acquired is their carrying value as an estimate of fair value. As a result of that analysis, management may identify differences that, when purchase accounting procedures are completed, could be materially different from the unaudited pro forma condensed combined financial information included herein.

The historical financial information of Cristal for the year ended December 31, 2016 was prepared in accordance with Saudi GAAP and is presented in SR. The unaudited pro forma condensed combined financial information includes adjustments and reclassifications to convert statements of operations of Cristal from Saudi GAAP to U.S. GAAP on a consistent basis with our company and to translate the financial statements from SR to USD.

Effective January 1, 2017, Cristal adopted IFRS and the financial information for the six months ended June 30, 2017 are shown under these reporting standards and presented in SR. The unaudited pro forma condensed combined financial information includes adjustments and reclassifications to convert the historical balance sheet and statements of operations of Cristal from IFRS to U.S. GAAP on a consistent basis with our company and to translate the interim financial information from SR to USD. When the transaction is completed, management will conduct a further review of adjustments and reclassifications to convert the Cristal interim financial information from IFRS to U.S. GAAP on a consistent basis with our company, and as a result, management may identify further differences that could have a material impact on the unaudited pro forma condensed combined financial information.

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The unaudited pro forma condensed combined financial information does not purport to project our future operating results. The unaudited pro forma condensed combined financial information does not include the impacts of any: (i) cost or revenue synergies; (ii) potential restructuring actions or (iii) future expected transaction-related costs that may result from our purchase of Cristal’s TiO 2 business, as they currently are not objectively determinable. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes.

This unaudited pro forma condensed combined financial information, including the related notes, is derived from, and should be read in conjunction with, our audited consolidated financial statements, which are available in our Annual Report on Form 10-K for the years ended December 31, 2016 and 2015, including our Current Report on Form 8-K, filed on June 2, 2017, to provide additional information and details regarding the revision of our previously issued December 31, 2016 financial statements and quarterly financial statements in 2016, and our unaudited interim financial statements, which are available in our Quarterly Report on Form 10-Q for the six months ended June 30, 2017, which are incorporated by reference into this prospectus supplement and the accompanying prospectus. The audited consolidated financial statements of Cristal for the year ended December 31, 2016 are included in the Cristal Proxy Statement.

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Tronox Limited
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2017

Millions of U.S. Dollars
Tronox
Historical
June 30,
2017
Alkali
Disposition
Adjustments
(Note 2)
Tronox
Pro Forma
(Subtotal)
Cristal
Historical
June 30,
2017 U.S.
GAAP
(Note 3)
Reclass-
ifications
(Note 4)
Pro Forma
Adjustments
Notes
Pro Forma
Combined
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents (1)
$
305
 
$
1,325
 
$
1,630
 
$
 
$
 
$
(1,454
)
(7f)
$
176
 
Accounts receivable, net of allowance for doubtful accounts
 
457
 
 
(125
)
 
332
 
 
484
 
 
(139
)
 
 
 
 
677
 
Inventories, net
 
506
 
 
(35
)
 
471
 
 
537
 
 
 
 
 
 
 
1,008
 
Prepaid and other assets
 
54
 
 
(28
)
 
26
 
 
 
 
139
 
 
 
 
 
165
 
Total current assets
 
1,322
 
 
1,137
 
 
2,459
 
 
1,021
 
 
 
 
(1,454
)
 
 
2,026
 
Property, plant and equipment, net
 
1,816
 
 
(723
)
 
1,093
 
 
1,601
 
 
 
 
(16
)
(7b)
 
2,678
 
Mineral leaseholds, net
 
1,608
 
 
(727
)
 
881
 
 
 
 
 
 
 
 
 
881
 
Goodwill and intangible assets, net
 
210
 
 
 
 
210
 
 
 
 
 
 
431
 
(6)
 
641
 
Other long-term assets
 
38
 
 
(4
)
 
34
 
 
167
 
 
 
 
 
 
 
201
 
Total assets
$
4,994
 
$
(317
)
$
4,677
 
$
2,789
 
$
 
$
(1,039
)
 
$
6,427
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
201
 
$
(48
)
$
153
 
$
440
 
$
(197
)
$
(3
)
(7b)
$
393
 
Accrued liabilities
 
181
 
 
(31
)
 
150
 
 
1
 
 
197
 
 
32
 
(7e)
 
380
 
Short-term debt
 
150
 
 
 
 
150
 
 
8
 
 
 
 
(25
)
(7f)
 
133
 
Long-term debt due within one year
 
16
 
 
 
 
16
 
 
24
 
 
 
 
(5
)
(7f)
 
35
 
Income taxes payable
 
2
 
 
(15
)
 
(13
)
 
 
 
 
 
(2
)
(7a)
 
(15
)
Total current liabilities
 
550
 
 
(94
)
 
456
 
 
473
 
 
 
 
(3
)
 
 
926
 
Noncurrent liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt, net
 
2,886
 
 
 
 
2,886
 
 
59
 
 
 
 
263
 
(7f)
 
3,208
 
Long-term deferred tax liabilities
 
161
 
 
(1
)
 
160
 
 
68
 
 
67
 
 
 
 
 
295
 
Other long-term liabilities
 
222
 
 
(21
)
 
201
 
 
139
 
 
(67
)
 
 
 
 
273
 
Total liabilities
 
3,819
 
 
(116
)
 
3,703
 
 
739
 
 
 
 
260
 
 
 
4,702
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contingencies and Commitments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share capital
 
1,536
 
 
 
 
1,536
 
 
2,013
 
 
 
 
(1,279
)
(7a)
 
2,270
 
Accumulated deficit
 
(69
)
 
(201
)
 
(270
)
 
 
 
 
 
(14
)
(7g)
 
(284
)
Accumulated other comprehensive income (loss)