Orrick Advises South African Resources Group Exxaro on U.S. Public Sale of Portion of Tronox Shares


Orrick advised South African resources company, Exxaro Resources Ltd. (JSE:EXX), on its U.S. underwritten public offering of 22,425,000 of its Tronox Limited (NYSE:TROX) shares. Exxaro is Tronox's largest shareholder with 43% of its voting shares; following this sale, Exxaro's ownership was reduced to 24%. The sale resulted in net proceeds to Exxaro of US$474 million.

In addition to its interests in Tronox, Exxaro's African asset portfolio includes coal operations and investments in iron ore, renewable energy (wind) and residual base metals.  Orrick assisted Exxaro with its original investment in Tronox in 2012, which involved the strategic combination of US-based Tronox Incorporated, a leading producer and marketer of titanium dioxide pigment, and Exxaro's South African and Australian mining, mineral separation and smelting mineral sands operations that produce the key feedstock used in the production of titanium dioxide pigment, to create Tronox Limited, an Australian company listed on the New York Stock Exchange that has become one of the world's largest producers of titanium dioxide pigment. The sale follows Exxaro's announcement earlier this year of its intention to monetize its stake in Tronox to focus on its core activities, and its intention to sell its entire interest in Tronox in a staged process over time, subject to market conditions.

J.P. Morgan, a Global Financial Institution (U.K.), and Morgan Stanley acted as joint book-running managers and underwriters for the sale.

The Orrick team advising Exxaro was led by partner Nell Scott and included senior associate Kenneth Marx and associates Courtney Mitchell, Frank Paz, Siddharth Fresa and Maria Bergenhem, with support from tax of counsel Jamie Larkin.