UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
April 5, 2006
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Kronos International, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 333-100047 22-2949593
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
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(Address of principal executive offices) (Zip Code)
(972) 233-1700
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(Registrant's telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.02 Termination of a Material Definitive Agreement
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of
a Registrant.
Effective April 5, 2006, the registrant entered into a Purchase Agreement
(the "Purchase Agreement") with Deutsche Bank AG London ("Deutsche Bank")
pursuant to which the registrant agreed to issue and sell to Deutsche Bank euro
400 million of 6.5% Senior Secured Notes due 2013 (the "Notes") at the issue
price of 99.306%. The closing of the issuance and sale of the Notes occurred on
April 11, 2006. Also pursuant to the Purchase Agreement, the registrant entered
into a Registration Rights Agreement, dated as of April 11, 2006 (the
"Registration Rights Agreement"), with Deutsche Bank for the benefit of the
holders of the Notes.
The Notes were issued pursuant to an Indenture (the "Indenture"), dated as
of April 11, 2006, between the registrant and The Bank of New York, as trustee.
It is expected that the registrant will use all of the net proceeds of the
offering of the Notes, together with approximately $2.1 million of cash on hand,
to repay euro 375 million principal amount of its 8.875% senior secured notes
due 2009 (the "Existing Notes") at the stated redemption price of 104.437%, plus
accrued and unpaid interest. The registrant has satisfied its obligations under
the Indenture, dated as of June 22, 2004 (the "Existing Indenture"), between the
registrant and The Bank of New York, as trustee, and the trustee has discharged
the Existing Indenture and released the liens on collateral thereunder.
Pursuant to the Purchase Agreement, Deutsche Bank has agreed to resell the
Notes under the Securities Act of 1933, as amended (the "Securities Act"), to
qualified institutional buyers in the United States of America in reliance on
Rule 144A and to persons outside of the United States in reliance on Regulation
S. The Notes will not be registered under the Securities Act and, unless so
registered, may not be offered or sold in the United States except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable securities laws.
Pursuant to the Registration Rights Agreement, the registrant agreed to use
its best efforts, and at its cost, to (i) file within 120 days of the issue date
of the Notes a registration statement to register under the Securities Act notes
of the registrant with terms substantially identical in all material respects to
the Notes (the "Exchange Notes"), (ii) cause such registration statement to be
declared effective within 270 days of the issue date of the Notes and (iii)
complete an offer to exchange the Notes for the Exchange Notes within 300 days
of the issue date of the Notes.
The descriptions herein of the Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety, and the terms thereof are
incorporated herein, by reference to the Purchase Agreement and the Registration
Rights Agreement filed as Exhibits 4.4 and 4.5, respectively, to this current
report.
For a description of the terms of, and collateral related to, the Notes,
please see:
(1) the Indenture;
(2) Collateral Agency Agreement, dated April 11, 2006, among The Bank of
New York, U.S. Bank, N.A. and the registrant;
(3) Security Over Shares Agreement (shares of Kronos Limited), dated April
11, 2006, between the registrant and The Bank of New York;
(4) Pledge of Shares (shares in Kronos Denmark ApS), dated April 11, 2006,
between the registrant and U.S. Bank, N.A.;
(5) Pledge Agreement (shares in Societe Industrielle du Titane S.A.),
dated April 11, 2006, between the registrant and U.S. Bank, N.A.; and
(6) Share Pledge Agreement (shares in Kronos Titan GmbH), dated April 11,
2006, between the registrant and U.S. Bank, N.A.
The Purchase Agreement, the Registration Rights Agreement, and each of
the six agreements and instruments noted directly above are included
to provide information regarding their respective terms. They are not
intended to provide any other factual information about the matters
covered therein. Such agreements and instruments contain
representations and warranties the parties thereto made to, and solely
for, the benefit of each other and not for the benefit of any other
party. The assertions embodied in those representations and warranties
are qualified by information in confidential disclosure schedules or
other information that the parties exchanged prior to and/or in
connection with the execution of such agreements and instruments.
Accordingly, investors and stockholders should not rely on those
representations and warranties as characterizations of the actual
state of facts, since they were only made as of the date of such
agreements and the closing, as applicable, and may be materially
modified or qualified by the disclosure schedules or other information
or may merely reflect agreed-upon allocations of risk among the
parties to such agreements. Moreover, information concerning the
subject matter of those representations and warranties may change
subsequent to the date of such agreements or documents or the closing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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4.1 Indenture governing the 6.5% Senior Secured Notes due 2013,
dated as of April 11, 2006, between Kronos International,
Inc. and The Bank of New York, as trustee.
4.2 Form of certificate of Series A 6.5% Senior Secured Note due
2013.
4.3 Form of certificate of Series B 6.5% Senior Secured Note due
2013.
4.4 Purchase Agreement dated April 5, 2006 between Kronos
International, Inc. and Deutsche Bank AG London. Certain
exhibits, annexes and similar attachments to this Exhibit
4.4 have not been filed; upon request, the registrant will
furnish supplementally to the U.S. Securities and Exchange
Commission a copy of any omitted exhibit, annex or
attachment.
4.5 Registration Rights Agreement dated as of April 11, 2006
between Kronos International, Inc. and Deutsche Bank AG
London. Certain exhibits, annexes and similar attachments to
this Exhibit 4.4 have not been filed; upon request, the
registrant will furnish supplementally to the U.S.
Securities and Exchange Commission a copy of any omitted
exhibit, annex or attachment.
4.6 Collateral Agency Agreement, dated April 11, 2006, among The
Bank of New York, U.S. Bank, N.A. and Kronos International,
Inc.
4.7 Security Over Shares Agreement, dated April 11, 2006,
between Kronos International, Inc. and The Bank of New York.
4.8 Pledge of Shares (shares in Kronos Denmark ApS), dated April
11, 2006, between Kronos International, Inc. and U.S. Bank,
N.A.
4.9 Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated April 11, 2006, between Kronos International,
Inc. and U.S. Bank, N.A.
4.10 Share Pledge Agreement (shares in Kronos Titan GmbH), dated
April 11, 2006, between Kronos International, Inc. and U.S.
Bank, N.A.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
KRONOS INTERNATIONAL, INC.
(Registrant)
By: /s/ Gregory M. Swalwell
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Gregory M. Swalwell
Vice President, Finance and
Chief Financial Officer
Date: April 11, 2006
INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Indenture governing the 6.5% Senior Secured Notes due 2013,
dated as of April 11, 2006, between Kronos International,
Inc. and The Bank of New York, as trustee.
4.2 Form of certificate of Series A 6.5% Senior Secured Note due
2013.
4.3 Form of certificate of Series B 6.5% Senior Secured Note due
2013.
4.4 Purchase Agreement dated April 5, 2006 between Kronos
International, Inc. and Deutsche Bank AG London. Certain
exhibits, annexes and similar attachments to this Exhibit
4.4 have not been filed; upon request, the registrant will
furnish supplementally to the U.S. Securities and Exchange
Commission a copy of any omitted exhibit, annex or
attachment.
4.5 Registration Rights Agreement dated as of April 11, 2006
between Kronos International, Inc. and Deutsche Bank AG
London. Certain exhibits, annexes and similar attachments to
this Exhibit 4.4 have not been filed; upon request, the
registrant will furnish supplementally to the U.S.
Securities and Exchange Commission a copy of any omitted
exhibit, annex or attachment.
4.6 Collateral Agency Agreement, dated April 11, 2006, among The
Bank of New York, U.S. Bank, N.A. and Kronos International,
Inc.
4.7 Security Over Shares Agreement, dated April 11, 2006,
between Kronos International, Inc. and The Bank of New York.
4.8 Pledge of Shares (shares in Kronos Denmark ApS), dated April
11, 2006, between Kronos International, Inc. and U.S. Bank,
N.A.
4.9 Pledge Agreement (shares in Societe Industrielle du Titane
S.A.), dated April 11, 2006, between Kronos International,
Inc. and U.S. Bank, N.A.
4.10 Share Pledge Agreement (shares in Kronos Titan GmbH), dated
April 11, 2006, between Kronos International, Inc. and U.S.
Bank, N.A.