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Edited Transcript of TROX earnings conference call or presentation 28-Feb-19 1:30pm GMT

Q4 2018 Tronox Ltd Earnings Call

Mar 14, 2019 (Thomson StreetEvents) -- Edited Transcript of Tronox Ltd earnings conference call or presentation Thursday, February 28, 2019 at 1:30:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Brennen Arndt

Tronox Limited - SVP of IR

* Jean-François Turgeon

Tronox Limited - Executive VP & COO

* Jeffry N. Quinn

Tronox Limited - President, CEO & Director

* John D. Romano

Tronox Limited - Senior VP & Chief Commercial Officer

* Timothy Craig Carlson

Tronox Limited - Senior VP & CFO

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Conference Call Participants

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* Brian J Lalli

Barclays Bank PLC, Research Division - Director & Senior Analyst

* Christopher Mark Evans

Goldman Sachs Group Inc., Research Division - Associate

* Colton Anderson Bina

BMO Capital Markets Equity Research - Associate

* Frank Joseph Mitsch

Fermium Research - Senior MD

* Hassan Ijaz Ahmed

Alembic Global Advisors - Partner & Head of Research

* James Peter Finnerty

Citigroup Inc, Research Division - Director

* Jeffrey John Zekauskas

JP Morgan Chase & Co, Research Division - Senior Analyst

* John Ezekiel E. Roberts

UBS Investment Bank, Research Division - Executive Director and Equity Research Analyst, Chemicals

* Matthew P. DeYoe

Vertical Research Partners, LLC - VP

* Patrick Duffy Fischer

Barclays Bank PLC, Research Division - Director & Senior Chemical Analyst

* Peter Osterland

SunTrust Robinson Humphrey, Inc., Research Division - Associate

* Sean Durkin

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Presentation

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Operator [1]

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Good day, ladies and gentlemen. And welcome to the Tronox Limited Q4 2018 Earnings Conference Call. (Operator Instructions)

As a reminder, this conference is being recorded.

I would now like to introduce your host for today's conference, Brennen Arndt, Senior Vice President of Investor Relations. You may begin.

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Brennen Arndt, Tronox Limited - SVP of IR [2]

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Thank you, Gigi. And welcome, everyone, to Tronox Limited's Fourth Quarter 2018 Conference Call. On our call today are Jeff Quinn, President and Chief Executive Officer; Jean-Francois Turgeon, Chief Operating Officer; John Romano, Chief Commercial Officer; and Tim Carlson, Chief Financial Officer.

We will be using slides as we move through today's call. Those of you listening by Internet broadcast through our website should already have them. For those listening by telephone, if you haven't already done so, you can access them on our website at tronox.com.

Moving to the Slide 2 with a reminder that the comments made on this call as well as the information provided in our presentation and on our website, include certain statements that are forward-looking and subject to various risks and uncertainties, including, but not limited to, the specific factors summarized in our SEC filings, including those under the heading entitled Risk Factors in our annual report on Form 10-K for the year ended December 31, 2018, which will be filed later today. This information represents our best judgment based on today's information. However, actual results may vary based on these risks and uncertainties. The company undertakes no obligation to update or revise any forward-looking statements.

Also during the conference call, we will refer to certain non-U. S. GAAP financial terms that we use in the management of our business and that we believe are useful to investors evaluating the company's performance. These include EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted earnings per diluted share and free cash flow. Reconciliation to their nearest U.S. GAAP terms are provided in our earnings release and the appendix of the slide deck.

Moving to Slide 3, it's now my pleasure to turn the call over to Jeff Quinn. Jeff?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [3]

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Thanks, Brennen. And good morning and thanks for being with us this morning.

In addition to delivering strong operating and financial performance in the fourth quarter led by our feedstock and co-products businesses, we advanced a number of our strategic initiatives. I'd like to start this morning by talking about a few of those strategic developments, starting with the Cristal acquisition.

As you saw in the press release we issued 2 weeks ago, the FTC, Tronox and Cristal filed a joint motion with the FTC commissioners to delay the schedule for the filing of appeal briefs in the administrative Part 3 matter. That filing was to allow discussions concerning appropriate remedial transaction to progress, and obviously reflected the progress that had been made in that regard; that is discussions surrounding the proposed divestiture of Cristal's North American TiO2 business, including its 2-plant Ashtabula, Ohio TiO2 complex to INEOS enterprises for $700 million.

I am pleased to report that we have submitted defensive documents to the FTC staff that both Tronox and INEOS have indicated they are prepared to execute. These documents reflect negotiated resolutions between Tronox and INEOS of all issues raised by the FTC staff during our discussions. The FTC staff is now completing its internal review of the documents to confirm that the proposed defensive documents addresses their concerns regarding the transaction and to ensure that the divested business will be a viable competitor. Should the FTC staff and the Bureau of Competition recommend the remedy transaction, the next step in the process would be to negotiation of a proposed consent decree, the withdraw of the matter from Part 3 adjudication and the submission of the proposed consent decree and the remedial transaction to the FTC commissioners for consideration.

If the commissioners approve the remedy transaction by a majority vote, we would then be able to consummate the Cristal transaction, after which we would close the Ashtabula divestiture to INEOS and the 8120 paper laminate grade divestiture to Venator.

We continue to work with the FTC staff with the goal of receiving approval by the commissioners by the end of the first quarter, which, if achieved, would allow us to consummate the transaction on April 1.

We have also extended the [long] stock date under our agreement with TASNEE to mid-May in order to provide for completion of the FTC regulatory process. No additional consideration was given by either party for this extension.

The second strategic development was the signing of the Mineral Sands transaction completion agreement with Exxaro Resources, an agreement that will benefit both parties. This agreement offers Tronox multiple benefits. It enabled us to proceed with our intended redomiciliation from Australia to the U.K., which I will discuss in a moment. It ensures the orderly sale of Exxaro's Tronox shares, including the option for us to directly repurchase the shares Exxaro elects to sell, after we complete our redomiciliation. It also facilitates our ability to purchase Exxaro's 26% ownership interest in our South African subsidiaries, which will enable us to capture 100% of the earnings from our South African operations. And the new South African mining charter that will become effective tomorrow, gives us confidence that our existing mining rights will be deemed once empowered, always empowered.

A new feature in our agreement with Exxaro is the right to buy out Exxaro's 26% ownership interest of our existing South African operations either with the issuance of 7.2 million shares of Tronox common stock, which is consistent with the terms of the original deal in 2012, or for cash based on the market value of those shares. This new option to buy out that interest for cash could be beneficial, as it would potentially avoid those shares coming to the market in a disorderly way.

We took the first step in this regard with the redemption of Exxaro's 26% ownership interest in Tronox Sands LLP, a U.K. limited liability partnership. As Tim will discuss later, the economics of this multistep initiative are compelling.

We are also moving forward with our intent to redomicile from Australia to the U.K. A special shareholder meeting for the purpose of approving our redomiciliation to the U.K. is scheduled for March 8, 2019. Our intent is to complete the redomiciliation and become a U.K. company by the end of the first quarter. Our shares will continue to trade on the NYSE.

We believe redomiciling from Australia to the U.K. provides many significant benefits to Tronox and our shareholders. As a U.K. company, we will have greater flexibility for share repurchases, including, as I noted a moment ago, the ability to directly buy back any shares that Exxaro elects to sell. In addition, our board will have the authority for open-market purchases, including 10b5-1 plans. We will have greater protection for our $4.1 billion of net operating losses as the articles of incorporation enable us to prevent ownership change from occurring that would impact our NOLs under Section 382. Today we have no protection in the event that a change of control is triggered under Section 382 of the IRS code.

The redomiciliation also will eliminate our dual-class share structure. As part of the Mineral Sands transaction, Exxaro has agreed to hold ordinary shares, thus eliminating the 2-class structure. It also brings certainty to our status as a U.K. taxpayer. Current changes in law mean that we can no longer rely on the Australian and U.K. tax treaties to qualify as a U.K. taxpayer.

As a U.K. company, Tronox will also have flexibility for our board to refresh itself from a broader pool of diverse candidates with the right skills and perspectives. Under our current constitution, we're limited to nine directors, and Australian law requires that at least two Australian residents be on the board. As a U.K. company, there are no such limits on the size of the board or residency requirements, making it easier to recruit board members.

U.K. corporate law is better understood by international investors, we believe, also. In addition, we believe that being domiciled in the U.K. better aligns with our expanded global footprint following the proposed acquisition of Cristal.

Now moving over to Slide 4. Before I turn the call over to Jean-Francois and John Romano for a discussion of our fourth quarter results and the market trends we see, I'd like to share a brief perspective on those topics.

First, our fourth quarter results clearly demonstrated the benefits of our vertical integration. We believe that the benefits of vertical integration are very real both strategically and in our operating and financial performance. The importance of this to our financial performance was reflected in our TiO2 segment adjusted EBITDA margin of 35%, which improved from 34% a year ago and 33% in the third quarter, driven by strong commercial performance in feedstock and co-products led by zircon. As you know, zircon is a very attractive product for us that delivers significant profitability and margin enhancement to our TiO2 business.

We also benefited in the quarter from favorable market conditions for high-grade feedstock as a result of industry supply disruptions last year and declining production at other industry producers existing operations.

As a vertically integrated producer in a rising high-grade feedstock price environment, we derive significant and differentiating benefits relative to our non-integrated pigment producers. Controlling our own feedstock and the certainty of supply in that regard is also very important strategically over the long term.

With regard to pigment, our results for the quarter were in line with expectations that we shared with you in last quarter's call. Compared sequentially to the third quarter, pigment selling prices were 1% lower on our local currency basis. Sales volumes were 15% lower due to the normal seasonal decline and continued destocking by customers in certain sales channels in Europe and Asia.

We anticipate a return to normal demand and inventory levels as this destocking runs its course by midyear. John will share his views with you on this topic and report on the success his team is having working with our pigment customers on our unique win-win margin stability initiatives that are intended to dampen margin volatility across the cycle.

So I'll now turn it over to John for a review of our commercial performance in the quarter and more color on those topics, and then to JF for a review of our operating performance. John?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [4]

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Thanks, Jeff. Moving to Slide 5, I'll start with a look at our revenue performance in the fourth quarter compared to the year-ago quarter. Revenue of $429 million was 8% lower than last year's fourth quarter, as higher selling prices for zircon, CP slag and pig iron were more than offset by lower pigment sales volumes and the absence of the revenue from the Electrolytic business that we divested in September 2018. Excluding the $14 million of Electrolytic revenue booked in the year-ago quarter, revenue declined by 5%.

Pigment sales of $263 million compared to $360 million in the year-ago quarter. Selling prices were up 1% on a local currency basis and level on a U.S. dollar basis. The translation of the euro to the U.S. dollar was a $2 million headwind on revenue in the fourth quarter. Sales volumes were 16% lower than the record fourth quarter sales volumes we reported last year as a result of continued destocking by customers in certain sales channels in Europe and Asia.

Titanium feedstock and co-product sales of $166 million increased 24%, driven by higher selling prices for zircon, CP slag and pig iron as well as higher sales volumes for CP slag. Zircon delivered a strong performance in the quarter with sales of $82 million, up 21% from the year-ago quarter, driven by 28% higher selling prices that were partially offset by 5% lower sales volumes.

As we discussed last quarter, a significant portion of our zircon is delivered in large shipments via ocean freight, with each shipment representing significant revenue and profits. The shipments are periodic and their timing can be subject to port congestion and weather. Given this variability in shipment volumes, zircon is not a product that lends itself well to quarter-to-quarter predictability, but is better suited to track on a multi-quarter or full year basis.

With that, let me share our outlook for the first quarter and the full year. Shipment volumes in the fourth quarter were heavier than those in the third quarter. In the first quarter, we're expecting zircon volumes to be lighter than the fourth quarter and similar to those of last year's third quarter. As you know, zircon is a very attractive product for us that delivers significant profitability and margin enhancement for our TiO2 business.

Moving to pig iron. Demand remains strong, especially in the foundry grade material. Pig iron sales of $25 million increased 19% from $21 million in the year-ago quarter, as selling prices increased 14% and sales volumes increased 9%.

Feedstock and other product sales of $59 million increased from $45 million in the year-ago quarter, driven by 18% higher selling prices and a doubling of sales volumes for CP slag.

There were no ilmenite sales in the fourth quarter compared to $5 million of sales in the year-ago quarter. We are not actively selling ilmenite in the market in preparation for our increased internal requirements following the anticipated closing of the Cristal acquisition.

Now moving to Slide 6 for the sequential comparison versus the third quarter. Revenue of $429 million was 6% lower, as higher sales volumes or zircon, CP slag and pig iron were more than offset by lower pigment sales volumes, and the absence of the revenue from the Electrolytic business that we divested in September 2018. If we exclude the $10 million of revenue in the Electrolytic business booked in the prior quarter, revenue declined by 4%.

Pigment sales of $263 million were 17% below the seasonally stronger third quarter. Selling prices were 1% lower on a local currency basis and 2% lower on a U.S. dollar basis. The translation of the euro was a $1 million headwind on pigment sales in the fourth quarter.

Sales volumes were 15% lower, driven by two factors; first, the normal seasonal decline from the third quarter to the fourth quarter. This seasonal volume decline is typically in the high single-digit percentage range. And second, the balance of the sequential decline was the result of customers destocking of the transient inventory builds we've seen in certain sales channels in Europe and Asia.

As Jeff said, we anticipate a return to normal demand and inventory levels as this destocking runs its course by midyear. We are purposefully building inventory to meet this anticipated pickup in demand. Building inventory at this time of the year in advance of the spring season is very typical. The build begins late in the fourth quarter and across the first quarter. In addition to that, this year we anticipate higher than typical seasonal demand pickup, driven by our view the customer inventories will normalize as destocking will run its course by midyear.

In North America, a market that represents 40% to 45% of our annual pigment sales, favorable market conditions continued in the fourth quarter.

Now moving to feedstock and co-products. Revenue of $166 million increased 27% from the prior quarter, driven by higher sales volumes for zircon, CP slag and pig iron. Zircon sales of $82 million were 14% higher, as sales volumes increased 15% and selling prices were 1% lower due to product mix. As I mentioned earlier, we are currently expecting fewer zircon shipments in the first quarter than the fourth quarter.

Pig iron sales of $25 million increased 9% from $23 million in the prior quarter as sales volumes increased 10%, while selling prices were 1% lower due to customer and product mix.

Feedstock and other produce sales of $59 million increased 64% from the prior quarter, driven by a doubling of CP slag revenue. Pig iron and CP slag are also subject to variability -- a variable shipping time. We are expecting pig iron and CP slag shipments to be lower in the first quarter versus the fourth quarter.

Despite the expected sequential declines from the fourth quarter to the first quarter, for the full year, we're expecting our total sales volumes for all three products, zircon, pig iron and CP slag, to be similar to the volumes we had in 2018.

As Jeff referenced earlier, we're making good progress on our margin stability initiatives. We continue to work constructively with our customers on unique win-win margin stability initiatives that provide better predictability on price and the stability of supply that our customers are looking for and, at the same time, provides the stability that we need in our margins to consistently reinvest in our business throughout the cycle.

As we close the transaction with Cristal and have better insight into our combined commercial business, we will have an opportunity to accelerate our work on this important initiative with our customers.

And with that, I thank you, and I'll now turn the call over to JF for a review of our TiO2 operating performance and profitability in the quarter.

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Jean-François Turgeon, Tronox Limited - Executive VP & COO [5]

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Thanks, John. Moving to Slide 7. All our plants are performing well. As Jeff said, our fourth quarter results clearly reflect the benefit of our vertical integration. Our guiding principle across our global operation of producing [safe] quality, low (inaudible) for our customer, continue to drive our strong operating performance.

As Jeff mentioned one measure of this high level of performance in the quarter was our TiO2 adjust EBITDA margin of 35%, which improved from the 34% in the year-ago quarter and 33% in the third quarter. This high margin level was achieved despite (inaudible) the plant maintenance downtime we normally do in the seasonally light fourth quarter.

As in prior years, the cost associated with the fixed cost absorption on lower volume will roll into the first quarter of 2019.

Given the demand outlook, we see across all products in the company quarter, we intend to run our asset in full operation to meet our customer need.

Let's look at our EBITDA performance in the fourth quarter compared to the year ago quarter. TiO2 adjust EBITDA of $152 million in the fourth quarter was 3% lower than in the year-ago quarter. Higher selling price for zircon and CP slag and favorable foreign exchange were more than offset by lower pigment sales volume and higher costs for process chemical, anthracite and graphite electrode.

Moving to the sequential comparison versus the third quarter, TiO2 adjust EBITDA of $152 million increased 1%. Higher zircon and CP slag sales volumes and favorable foreign exchange more than offset the fixed cost impact on lower pigment sales volumes.

Next I would like to give you an update on the Jazan smelter project. As you know, last year we entered into a technical service agreement and an option agreement with AMIC, the owner of the smelter. AMIC is an entity equally owned by Cristal and TASNEE. The Jazan smelter represent one path of the multiple paths we can take to further optimize the vertical integration between our pigment production and feedstock production following the combination of Tronox and Cristal operation.

Under the option agreement, our obligation to fund up to $125 million is contingent on our continued reasonable belief that this amount will be sufficient in addition to any amounts supplied by AMIC, to bring the smelter up to certain sustaining production level. Through the end of the fourth quarter, we loaned $64 million for capital expenditure and operational expense to facilitate the start of the smelter. An additional $25 million was loaned in January.

As you know, AMIC attempt to start up the smelter in the fourth quarter of last year, but was unsuccessful.

The Jazan smelter present a highly value-enhancing opportunity for us in the combined Tronox Cristal operation. We intend to continue to provide our service under the technical service agreement, and are optimistic that the slagger will be successfully commissioned.

In our operating plan, the timing of Jazan commencing production was always planned for year two following our merge. Given the anticipated timing of the FTC approval timeline, the production start at Jazan is still anticipate to appear in 2 year post-merge. Our plan is unchanged in that regard.

Moving to the Cristal acquisition. As Jeff said, we are optimistic that it will soon be a reality. Our integration planning work is very advanced. We are ready to deploy our operational excellence program across the combined Cristal and Tronox asset to quickly deliver on the substantial synergy in our combination. As you have hear from us (inaudible) since the date we announced the Cristal transaction, this highly submergence big combination is all about increasing asset utilization, lowering our cost position, unlocking incremental production volume and generating strong cash flow. I look forward to reporting on our progress as we merge our two operation and begin to deliver the substantial synergy.

With that, I thank you, and I'll turn the call over to Tim Carlson for a review of our financial position. Tim?

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [6]

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Thanks, JF. Moving to Slide 8, and beginning with our balance sheet. On December 31, 2018, debt was $3.16 billion, and debt net of cash and cash equivalents was $1.47 billion, including $662 million of cash restricted for the Cristal transaction. Liquidity was $1.95 billion comprised of cash and cash equivalents of $1.7 billion, including the $662 million of restricted cash and $249 million available under revolving credit agreements.

Our blended cost of debt was 5.78% in the fourth quarter. And on December 31, 2018, 34% of our total indebtedness was set at a fixed rate. As Jeff mentioned, we have taken the first step in executing the terms of the Mineral Sands completion agreement that facilitates Exxaro's orderly exit of its ownership in Tronox. In our 2012 merger transaction with Exxaro's Mineral Sands business, Exxaro obtained a 38.5% position in Tronox, a 26% ownership in our two South African subsidiaries and a 26% ownership of a U.K. legal structure that held Exxaro intercompany debt prior to the transaction.

On February 15, we took the first step in a series of transactions contemplated in the agreement, by purchasing the U.K. structure for $148 million, which was equivalent to 26% of the book value of the intercompany loans held by the U.K. structure. Completing this step has several benefits. First, it removes the restrictions on our South African cash balances that were previously trapped, and now that cash can be used for general corporate purposes. Second, we are able to eliminate $160 million of intercompany hedges on intercompany balances between South Africa and our Hamilton and Botlek facilities. Third, we will be able to eliminate five U.K. statutory entities, which will save administrative time and compliance costs. And fourth, it will facilitate a better overall capital structure and free up cash in South Africa that will enable us to pay down term debt in the United States.

The next potential step to streamline our structure and enhance earnings would be to exercise our right to acquire the 26% ownership Exxaro currently holds in our two South African subsidiaries. Under the original 2012 agreement, we could only pay in shares to buy out Exxaro's ownership. Under our new agreement, the option to pay in cash at a value equivalent to the market value of the shares was added. Our South African operations are a strategic component of our vertical integration strategy. Capturing 100% of our South African operations feedstock and co-product earnings streams in an accretive transaction will be very beneficial to the company and our shareowners.

As you know, South Africa is a significant source of zircon for us. While we do not share the specific economics of our South African operations, you can get a perspective of the South African financial results for the minority interest we report in our P&L each quarter. Our South African operations produce approximately 3/4 of our global zircon production. Zircon has a margin structure significantly above our company average margins. So there's a significant benefit to owning 100% of this profit stream.

The next component of the Mineral Sands completion agreement is Exxaro's orderly exit from their current 23% ownership of Tronox stock, in a manner that should preserve the value of our $4.1 billion of NOLs. Under the agreement, Exxaro has agreed that they would not sell any shares before March 1, that they would not sell more than 14 million shares before mid-August and that they could sell any remaining ownership after that. By selling in this manner and based upon our current shareowner base, we should not trip the 50% ownership threshold in Section 382 and, thus, preserve the NOLs.

In addition, the terms of the Mineral Sands completion agreement give us the right to buy the shares directly from Exxaro at a 5% discount to market, saving us and Exxaro transaction costs and eliminating any overhang in the market. Repurchasing shares from Exxaro will be permissible once we redomicile to the U.K., which is planned for late March.

We look forward to sharing our progress in executing the next steps to the Mineral Sands completion agreement as we go through the year.

With that, I thank you, and I'll now turn the call over to Jeff for closing comments. Jeff?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [7]

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Thanks, Tim. As you can see, we've got a lot going on. It's a challenging and dynamic time for us. We have a number of important initiatives that are underway that we believe will create significant shareholder value as we go forward. But I hope it's clear, and I think our results show it, our business continues to run well and our team is not distracted by all that's going on; actually, we are energized by it. Now over the last year, we've strengthened our team. We've improved the effectiveness of the team, our communication within the team. No, we're focused and locked in and we're excited about the future of this company. But we realize the future is ours to deliver and it's up to us, and so we're very focused in that regard.

The transaction with Cristal dominates much of the focus of many of our investors and a lot of our time. No, it's been a long road. It's like many of you, we suffer from deal fatigue from time-to-time. No, we're in the home stretch and we think we're almost there. And we look forward to continuing to work constructively with the FTC to get that done.

The last few months have been a bit of a detour from where we thought we were when we spoke to you after our third quarter call. But that detour has brought us sort of back to the path of progress. And I think the recent developments I discussed earlier, reflect that we are back on track for getting this done.

We should not let the delay and the frustration and the occasional deal fatigue diminish the importance of this transaction. Closing the transaction will still be, even with selling Ashtabula, a game-changing transformational moment for our company and our path to creating long-term sustainable shareholder value. It will also be a defining moment with regard to our ability to even better serve our global customer base.

Now the importance of the transaction from a financial performance is obvious. And I'm pleased to confirm that the actual results pro forma for the year for the combined company came in with the estimate we gave you on our last quarter's call of sort of pro forma pre-synergy adjusted EBITDA number of $900 million to $950 million, excluding Ashtabula.

I also want to secondly underscore the benefits that we believe accrued to our shareholders because of the redomiciliation to the U.K. If you've not yet had the chance to thoroughly read the War and Peace size informational memorandum that was sent out to our shareholders and filed with the SEC and then sent out to shareholders, I would encourage you to at least kind of look at the synopsis and the Reader's Digest version that's posted on our website. But most importantly, I encourage you to vote in favor of the proposal at or before our special shareholders meeting on March 8. And I do, of course, urge you to thoroughly review the informational memorandum before voting.

Third, regarding the next steps in our multifaceted Exxaro agreement, 2019 will likely be the year in which Exxaro shares its remaining 23% interest in Tronox. Exxaro has been a great partner for us. But this exit is entirely consistent with Exxaro's public announcement in 2017.

We entered into the Mineral Sands completion agreement to provide for an orderly exit in a manner that should preserve the value of our $4.1 billion of NOLs. As Tim discussed, Exxaro can sell 14 million shares after March 1, an additional 14.7 million shares after mid-August. By selling in this manner, we should not trip the 50% Section 382 ownership threshold and, thus, preserve the NOLs.

The second step in our agreement is to exercise our right to acquire the 26% ownership interest Exxaro currently holds in our two South African subs, for 7.2 million shares of Tronox stock or for cash in lieu of shares.

My final point is with regard to our vertical integration and our go-forward strategy that I would like to make before we open it up for your questions. From our vantage point, the medium- and long-term outlook for our vertically integrated position in the industry is good. Over the last 6 months, we have reviewed and reexamined our strategy in that regard. We are more convinced than ever that vertical integration will create a more sustainable consistent company over the cycle.

Combined with the work that we are doing on our margin stability initiatives, we are trying to build a company that will be more consistent, more sustainable and better positioned strategically.

We've also confirmed that we have a rich menu of significant value-enhancing organic opportunities to pursue post-closing, and that we will have the wherewithal and the resources to go after those. These projects not only lower our cost, but will create an even more reliable sustainable operating environment.

With respect to near-term market conditions in pigment, we are anticipating a return to normal demand and inventory levels as destocking runs its course by midyear. We expect zircon to continue to drive significant profitability and margin enhancements to our integrated TiO2 business. We also see continued favorable market conditions in high-grade feedstocks.

As a vertically integrated producer in a rising higher grade feedstock price environment, we expect to derive significant and differentiating benefits relative to our nonintegrated pigment producing peers.

Our goal remains unchanged. That is to create the world's premier TiO2 company and for our investors, for our customers and for our employees.

On May 30, we'll be holding an Investor Day in New York. At that time, I look forward to introducing you to our broader management team that Jean Francois, John, Tim and I had the pleasure of working with every day. We will also be able to introduce you to some of our new colleagues from Cristal, who will be part of the Tronox team by that time. At the Investor Day, we will also share with you our vision for creating premium shareholder value. We will outline our strategic priorities. And we will discuss how we are going to allocate capital amongst the priorities of creating an even stronger balance sheet, investing in value and creating organic projects and returning capital to shareholders. The day really will be centered around talking about what makes Tronox different. We look forward to those discussions with you and look forward to seeing you in New York in May.

And with that, I'd like to open the call for questions and turn it back to the operator to initiate that.

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Questions and Answers

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Operator [1]

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(Operator Instructions) And our first question's from John McNulty from BMO Capital Markets.

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Colton Anderson Bina, BMO Capital Markets Equity Research - Associate [2]

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This is Colton on for John. On your commentary about building inventory for stronger demand delay during the year, can you give us a little more color on this? Also, your reported inventories don't look like they've moved so much. So how should we think about all this?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [3]

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Yes. This is John Romano. It's not unusual in the fourth quarter and the first quarter of every year for us to build inventory. I mean, it's typically somewhat of a seasonal business in that first quarter and the fourth quarter, we'll build inventory; in the second and the third, we'll sell more than we produce. So that's a normal event for us. So I hope that answers the question about the inventory.

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Colton Anderson Bina, BMO Capital Markets Equity Research - Associate [4]

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Yes, that's helpful. And then also, just kind of looking at pricing throughout 2019. Can you kind of walk us through what your expectations are balancing your pricing stabilization initiatives along with the finishing of the destocking by midyear?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [5]

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Yes. Look, it's not something -- we don't typically provide forward guidance on pricing. What I can say about the margin stability initiatives is we're making good progress in that area. Obviously as we close the transaction and bring the combined business together, we're going to have a lot of opportunities to extend that process. So that will escalate after the close. But I can't provide you a whole lot of additional information on pricing at this stage.

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Operator [6]

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Our next question is from Jim Sheehan from SunTrust.

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Peter Osterland, SunTrust Robinson Humphrey, Inc., Research Division - Associate [7]

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This is Pete Osterland on for Jim. On your TiO2 price stabilization, in order to pursue that, are you securing longer term contracts? And have you had to walk away from any volumes in order to secure more stable prices?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [8]

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This is John Romano again. So the answer is yes, we are securing longer-term contracts kind of in exchange for that margin stability. All of them are not necessarily exactly the same. So we're working with customers to come up with what we believe are mutually beneficial agreements to help us and the customers manage their business in a more stable manner and allow us to reinvest in the business throughout the cycle.

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Peter Osterland, SunTrust Robinson Humphrey, Inc., Research Division - Associate [9]

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Okay. And if the Cristal deal closes as you expect, do you expect that you will have to pay the full amount of the break fee that was in your memorandum of understanding with Venator?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [10]

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I think the focus right now is on getting done the things that have to happen before that's a relevant issue, in terms of closing the transaction, the Cristal transaction and closing the divestiture of 8120. And after we do that, then the issue of the break fee becomes relevant.

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Operator [11]

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Our next question's from Jeff Zekauskas from JPMorgan.

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Jeffrey John Zekauskas, JP Morgan Chase & Co, Research Division - Senior Analyst [12]

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How much EBITDA does the 26% ownership in the south African subsidiaries by Exxaro represent?

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [13]

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The South African business generates probably about 40% to 50% of our overall company EBITDA, probably closer to 40%.

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Jeffrey John Zekauskas, JP Morgan Chase & Co, Research Division - Senior Analyst [14]

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Okay. In terms of the possibility of buying the Exxaro shares in Tronox, how much balance sheet flexibility do you have? That is, if you actually do complete the transaction with Exxaro, how much more capital do you have at your disposal? Or how willing are you to leverage your balance sheet in order to purchase those shares?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [15]

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I think, Jeff, one of the things we'll do there is, and they'll look at that opportunity along with the other priorities we have and obviously the other sources of cash flow, and we have including the divestiture proceeds. But it really is a matter of balancing the -- you know, deleveraging, reducing debt, the investment in our business to drive further shareholder value and then returning capital to shareholders through share purchases, and most obviously directly with Exxaro. So we'll look at those and combine those things and make that judgment at the time those opportunities arise. But as you know, the combined company will have significant ability to generate free cash flow, and we intend to put that to work to create value for our shareholders.

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Jeffrey John Zekauskas, JP Morgan Chase & Co, Research Division - Senior Analyst [16]

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Do you have access to, I don't know, $400 million in capital to purchase it if you so choose to purchase it?

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [17]

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The answer's yes.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [18]

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Yes, we believe we do. And if we chose to deploy capital in that way, we would have that availability.

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Jeffrey John Zekauskas, JP Morgan Chase & Co, Research Division - Senior Analyst [19]

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And then lastly, have you gained any business recently in titanium dioxide for plastics applications that you didn't have previously?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [20]

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If you look at the fourth quarter results, our volumes, as we mentioned were down 15%. We're not actively, I'd say going out and attracting new volume, other than margin stability initiatives where we've got some opportunities as we move forward. So can't speak specifically to any one particular segment at this stage.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [21]

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But that is a segment that going forward with the combined company, that we believe there are opportunities then, because we understand Cristal's business in that segment historically has been a bit stronger than ours.

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [22]

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And we will have the ability to supply hydrophobic grades at a much stronger capacity than we would previously because they've got plant capability that will help that.

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Operator [23]

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Our next question's from Frank Mitsch for Fermium Research.

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Frank Joseph Mitsch, Fermium Research - Senior MD [24]

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I appreciate the comment, Jeff, about the pro forma EBITDA coming in as expected between $900 million, $950 million. Is there any more granularity that you can provide on Cristal's operations and pricing relative to yours in the fourth quarter? And given the delay in closing the transaction, I'm sure you guys have continued to discuss. Is there any update in terms of the expected synergies ex Ashtabula that you have with Cristal?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [25]

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Yes. Frank, obviously, one of the things that we'll be doing over the next month is we'll be working to complete sort of our bring-down due diligence and refreshing all that and site visits and whatnot. At this point, no, our view of synergies is unchanged, and we believe that the synergies are significant. And we believe that our integration plans are well designed to go after those. And we look forward when we're together in May, which will be about 60 days after the closing we hope, we look really forward to updating everyone on that and where we stand at a refresh of that. But as of yet, that view is unchanged. With respect to any granularity on pricing, no, we really don't have that to provide. Frankly, as you know, we continue to compete vigorously with each other. And we really don't have visibility into that. And that's John and his team will really have a lot of work to do once we get further along in the process and get towards closing, because that will be a lot of new information for us to adjust and act upon as we close the deal.

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Frank Joseph Mitsch, Fermium Research - Senior MD [26]

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All right. That's helpful. And if I could follow up on the Jazan slagger. Obviously you guys are confident in one way, shape, or form that you're going to be able to get that operation up and running by putting in, as you said, I think another $25 million during January. And I'm trying to reconcile the statement that they tried to start it up in the fourth quarter; it was unsuccessful. But you do believe within 2 years of closing, I think, that you will be able to start it up. Are we really talking about a 2021 type of event, when they had just tried to start it up in 4Q '18? I just wanted to get some other color on the expected timing of that.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [27]

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Yes. No, I'll respond, then JF can maybe add his perspective. I think, no, I think we're talking about startup in 2020. But the thing, JF's point is, in our economics, in our synergies, we always believe that that would be a year two-type matter when it came in and actually started providing synergies for us. So I think it's consistent still with the startup. And even though the startup effort late in the year was unsuccessful, you learn by that. And I think we learned a lot and I think collectively we learned a lot, and everyone involved in the project. And we believe that those lessons learned will help us focus and center in on the way to make sure that the next startup attempt is successful.

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Jean-François Turgeon, Tronox Limited - Executive VP & COO [28]

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Yes. And Frank, I think Jeff is absolutely right. I mean, I think it's clear from the statement that came out from AMIC, that we should not expect slag production in 2019. But it is what we see with the change that will need to be done if we expect slag production in 2020. And that is consistent with the planning that we had in our synergy for as a vertically integrated producer.

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Operator [29]

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Our next question is from Hassan Ahmed from Alembic Global.

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Hassan Ijaz Ahmed, Alembic Global Advisors - Partner & Head of Research [30]

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Jeff, a question around ore. Ore volumes this year have held up quite well in the face of this TiO2 destocking. And typically we all know there's a lag between what TiO2 does, be it in terms of pricing or volumes and ore following suit. So now should there be a concern that as, like you said, the destock on the TiO2 side is behind us and volumes start normalizing by midyear, that we see a tick down on ore volumes or some sort of a destocking there?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [31]

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I think actually we believe that it will be a continued tight market for high-grade feedstocks. And as a vertically integrated producer and especially up until the transaction closes even being a bit long, we feel very good about our relative position versus our competitors in terms of making sure that we have certainty of supply and the right feedstocks at the right price. So no, I don't think that that concern is something that we believe is significant.

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Hassan Ijaz Ahmed, Alembic Global Advisors - Partner & Head of Research [32]

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Understood. Understood. And now a more philosophical or a higher level question. Look, I mean the TiO2 industry has consolidated, continues to consolidate. So [this] implies market structure is improving, industry is getting much more rational. Yet the inventory cycles continue to be extremely vicious. I mean that's what took us into the downturn back in '11 or '12. Again what we saw in the back half of 2018, above and beyond other commodity chemicals that I see, I understand the back half of last year was a funny sort of time period for global economy with all of these trade concerns and the like. But what is it about the industry, the TiO2 industry that makes these inventory cycles particularly vicious? And what is it that you guys, as an industry leader, what is it that you can do to sort of mute out the viciousness in the inventory cycles?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [33]

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Yes. This is John Romano. At this particular stage, as we exited 2018, our inventories were basically at what we would refer to at our seasonal, maybe a bit below seasonal norms. So when we compare what happened in the last cycle to compare where we are today, I guess I wouldn't agree that there's a significant vicious inventory cycle coming, because inventories, from our perspective, this is Tronox view, are actually quite where they should be at this particular stage. And when I made the comment earlier that we're building inventory in anticipation for the spring season, that's a normal event. So when we think about where our inventories right now are compared to where they were in the last cycle, yes, they're not even comparable. They're much lower and they're in line with where we would typically need to run the business.

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Operator [34]

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Our next question from Duffy Fischer from Barclays.

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Patrick Duffy Fischer, Barclays Bank PLC, Research Division - Director & Senior Chemical Analyst [35]

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Question on volumes last year. So what's your best estimate for what consumption volumes were last year versus shipments by producers? So the real question is just the delta. What's the destock that you think happened at the downstream level from you guys as an industry?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [36]

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Yes. This is John Romano again. That's a tough question to answer as far as the industry goes. Again, when we think about the destocking, again, what I referenced earlier is that our inventories now are largely at what we would deem to be seasonal norms. At the end of year, as JF made some reference in his comments, we do some maintenance. So there was some maintenance done at the end of last year. And so some of our inventories were managed through what we would call normal maintenance at the end of the year. So again, that kind of is a backflow off the prior question. I don't know if, Brennen, if you want to -- I don't have any more to add on that.

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Patrick Duffy Fischer, Barclays Bank PLC, Research Division - Director & Senior Chemical Analyst [37]

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No. I guess the question is more, we know the producer volumes particularly in the back half were down double digit. We know consumption wasn't down double digit. Paint volumes, plastic volumes are growing. So the question is more, what do you think the delta is between what the producer industry shipped and what [real] consumption did last year. So how much have we destocked downstream from you guys?

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Brennen Arndt, Tronox Limited - SVP of IR [38]

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This is Brennen, Duffy. I think you're right. I mean, you're going down a path that I think we would agree with. That is, the transient inventory builds that we're seeing are in very select channels, and, as we said, largely or almost solely in Europe and Asia. But the degree or that delta you're referring to wasn't overly large; and, hence, our view that we do see things normalizing by midyear. It's a hard one to quantify specifically. But obviously John and his team have a pretty good sense of where the channels are thick and vis-a-vis customer demand and, hence, our view that we are 5 months away from what we think are normalization of inventories, 4 or 5 months.

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Patrick Duffy Fischer, Barclays Bank PLC, Research Division - Director & Senior Chemical Analyst [39]

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Fair enough. And then just last one. We're 2 months into the year. Do the first 2 months feel similar to Q4? Or do things feel like they're improving somewhat from a volume standpoint?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [40]

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Yes. This is John Romano again. And I would say as we look at the first quarter, although I won't provide much guidance, the first quarter's looking to be stronger than the fourth.

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Operator [41]

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Our next question's from Matthew DeYoe from Vertical Research.

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Matthew P. DeYoe, Vertical Research Partners, LLC - VP [42]

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To piggyback a little bit on Hassan's question. I mean, what do you think the state of channel inventories are for Mineral Sands? Because we've heard of at least one major pigment producer who's building inventories into next year kind of with the goal of liquidating some of that.

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [43]

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Yes. I think, again generically, feedstock, so high-grade feedstock at this particular stage is still tight, and we continue to see that moving into the balance of the year. And as the market picks up, I think producers are going to continue to run at higher capacity utilization rates and may end up using higher grade feedstock. So high-grade feedstock, in our opinion, when we look at what our forecasts are as far as pricing, it's in that mode. I think it was mentioned earlier that it typically trails anywhere from 6 to 9, maybe even sometimes 12 months behind pigment. That market is continuing to strengthen.

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Matthew P. DeYoe, Vertical Research Partners, LLC - VP [44]

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Okay. And then to continue a bit. First off, how did the zircon market hold up into the end of the year, just given the slowdown we saw in China? Anecdotally, a lot of those markets turn pretty south in 4Q, from a demand perspective. And then I know you don't want to necessarily comment on price in '19. But just if we held zircon, kind of pig iron and slag prices flat at today's or year-end run rate, what would be the year-over-year inflation and price increases witnessed for the Mineral Sands business?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [45]

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Yes. Look, I guess just generically on zircon volumes and where the inventory comments you made, we finished the year quite strong with significant volumes in the fourth quarter. We mentioned it several times, shipment timing has a lot to do with that. As the first quarter comes in, our volumes are actually going to be a little lighter. As we enter -- the Chinese New Year is actually, coming out of that's a bit slower than what we would have expected. But when we think about zircon for the full year, our expectations for volume are going to be very similar to the volumes we sold in 2018.

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Matthew P. DeYoe, Vertical Research Partners, LLC - VP [46]

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Okay. And then if you just kept price levels flat, what would be the price increases witnessed for Mineral Sands in 2019 over 2018, if you can comment on that?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [47]

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I can't comment on forward pricing.

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Matthew P. DeYoe, Vertical Research Partners, LLC - VP [48]

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Fair enough.

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Operator [49]

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Our next question's from John Roberts from UBS.

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John Ezekiel E. Roberts, UBS Investment Bank, Research Division - Executive Director and Equity Research Analyst, Chemicals [50]

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Do you expect to report just one segment after closing on Cristal? Or how do you think you'll report it?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [51]

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Yes, John, we'll just report one segment. That's the way we manage the business, and we'll continue to report one just as we do now.

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John Ezekiel E. Roberts, UBS Investment Bank, Research Division - Executive Director and Equity Research Analyst, Chemicals [52]

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Could you remind me about the lockup on the shares that TASNEE gets as part of the transaction?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [53]

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There is. I think it's 2 years is the lockup on the shares, with some minimal leakage early on. There's a fixed number of shares.

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [54]

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Yes. They can sell down 4% prior to that two-year.

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Operator [55]

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Our next questions from James Finnerty from Citi.

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James Peter Finnerty, Citigroup Inc, Research Division - Director [56]

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Congratulations on the progress on the Cristal transaction. And just one point on the inventory just to compare last cycle versus the cycle. Last cycle inventory days were quoted at north of 100. I imagine this cycle it's a lot less than that. Can you kind of like give us any gauge in terms of magnitude?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [57]

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We exited last year with inventory less than 60 days.

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James Peter Finnerty, Citigroup Inc, Research Division - Director [58]

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So therefore, the destocking is occurring much quicker this time around, it seems?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [59]

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Yes. Last cycle was very different than this cycle

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James Peter Finnerty, Citigroup Inc, Research Division - Director [60]

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Exactly. Great. And then just wanted to just touch into cash flows going forward. There's a lot of moving pieces and there's a lot of confusion. Just in terms of what cash goes out in terms of the acquisition and then going forward Exxaro's stake, I think it's north of $400 million, if you add all the pieces together. Can you just walk us through like what kind of cash outflows, the major ones over the next couple years, assuming the transaction closes as expected? Just so we can get an idea of like how much cash is being used and how much is being generated and how much debt you might need to raise in order to fund the Exxaro purchase.

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [61]

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Yes. So the Cristal transaction's a cash payment of $1.67 billion that we've got cash on the balance sheet for that. The business itself, as we talked about, we gave a sense of where the pro forma EBITDA was for 2018. Capital needs for the business are anywhere from $250 million to $300 million, just given some of the tax attributes that both companies have, not a material amount of cash use or cash taxes. Interest expense is going to be, given current rates, probably 180 to 190 for the year. But then as a reminder, as a result of the Ashtabula sale, will be $700 million of cash coming into the business. It's being structured in a way that's tax efficient for us, so we'll have very little tax leakage. And as Jeff mentioned, we've got options in terms of how to utilize that cash in terms of strengthening our balance sheet by deleveraging or investing in the value-enhancing organic opportunities that he mentioned or buying some of Exxaro's ownership.

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James Peter Finnerty, Citigroup Inc, Research Division - Director [62]

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In a sense, the Ashtabula money coming in offsets a lot of the money going out for the Exxaro shares?

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [63]

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Correct.

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James Peter Finnerty, Citigroup Inc, Research Division - Director [64]

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More than offsets.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [65]

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And we think the thing that's critical about that is the Mineral Sands completion agreement gives us the clear alternatives to being able to buy one, two, or three of those tranches. So we'll look at that opportunistically at the time that those opportunities come up.

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James Peter Finnerty, Citigroup Inc, Research Division - Director [66]

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Okay, great. Thanks very much. Look forward to the Investor Day.

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Operator [67]

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Our next questions from Christopher Evans from Goldman Sachs.

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Christopher Mark Evans, Goldman Sachs Group Inc., Research Division - Associate [68]

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First, I was hoping you could opine on the longer-term outlook for the TiO2 feedstock industry. If demand trends continue, do you see there's enough supply in the market to meet demand expectations? Maybe specifically, is there any incremental supply considerations that could loosen industry conditions? And lastly, in this context, how do you see market prices trending over the long haul relative to where they are today?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [69]

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We can't speak to pricing. But I'll let JF talk to you a little bit more about the supply chain.

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Jean-François Turgeon, Tronox Limited - Executive VP & COO [70]

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Yes. Thank you, Christopher. Look, the reality is the market is tight in the short term. But obviously there is project in the pipeline that will allow to basically meet the demand of the TiO2 plant. Look, we talked about Jazan as being one of those project. But there's also other project that are in the pipeline. So we don't see a situation where there is not enough feedstock to meet the TiO2 demand, but it's a tight market at the moment in the short term.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [71]

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And that's why we do consider not only is vertical integration, I think a difference here in terms of financial performance, but strategically, we believe controlling our own ilmenite and high-grade feedstocks, it can be very much advantage as we go forward. It gives us a lot of optionality. And with the breadth and scope of our reserve base that we have and the number of different organic projects that we have, we believe that this puts us in a very advantaged position moving forward and allows us to think about a lot of things in terms of managing the portfolio as we go forward and managing sort of what that asset base looks like.

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Christopher Mark Evans, Goldman Sachs Group Inc., Research Division - Associate [72]

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That's great. And then maybe just playing off an earlier question. Just do you believe that presently or maybe in the recent past, Tronox has exceeded any pigment share in any key geographies or pigment grades?

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John D. Romano, Tronox Limited - Senior VP & Chief Commercial Officer [73]

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I think the short answer to that is no. But if you think about our objective, and I think we've stated this before, is to try to align ourselves with the customers that are growing faster than the market. And by doing that, we can, in effect, grow faster than the market if we rely on ourselves appropriately. So we have a focus. And as we merge with Cristal, that focus will continue. And the alignment that we have with our customers will help us continue to grow.

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Operator [74]

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Our next question's from Sean Durkin from Morgan Stanley.

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Sean Durkin, [75]

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Should the FTC approve the sale of Ashtabula to INEOS as a remedy for the Cristal deal, does INEOS place any conditions of its own on its wish to acquire Ashtabula? For example, does INEOS' team wish to make the purchase of Ashtabula's TiO2 plants conditional on the FTC's allowing of INEOS to further acquire in the future other TiO2 production assets or raw material mining/smelting assets for the production of TiO2? Some analysts have opined that whomever owns the Ashtabula assets might likely be interested in becoming further consolidated in the TiO2 industry, for example, maybe even purchasing or attempting to acquire the financially weaker U.S. player Venator. Thank you.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [76]

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The definitive documentation that we've submitted to the FTC that Tronox and INEOS have indicated they are prepared to execute, enter into, contain no such contingencies. And I think analysts have written a lot of things about perspectives on the future. But there's not anything like that or any contingency of that nature contained in the documents that have been submitted.

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Operator [77]

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Our last question is from Brian Lalli from Barclays.

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Brian J Lalli, Barclays Bank PLC, Research Division - Director & Senior Analyst [78]

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Real quick. Just maybe a follow-up to James' questions earlier. But from the credit side, could you help us -- appreciating that there's a lot of different uses of the cash, particularly from the Ashtabula sale if it closes as expected, maybe, Tim, what's your thoughts on the balance sheet from a gross leverage perspective? Like I think the intention was originally to pay down term loan with that or at least the majority of that. Is that still the intention at first? And then going forward you think about what to do with the various components of the Exxaro mining piece plus the shares? I think that'd be helpful for the [fixed and] income community to get a sense for kind of where you want to be day one, before you generate cash flow.

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Timothy Craig Carlson, Tronox Limited - Senior VP & CFO [79]

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There is a desire to deliver the balance sheet. We've talked historically about the 2.5x to 3x net leverage ratio. We'd like to try to get down to 2.5x gross debt over the next couple of years. How we get there will be a decision we'll have to make internally as it relates to our capital allocation. But it's something that we're committing to get to.

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Brian J Lalli, Barclays Bank PLC, Research Division - Director & Senior Analyst [80]

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Understood. So maybe just to follow on, is that the assumption that some of that or a majority of that at least is used at first to pay down the loan? Or I guess, are you reserving the right to sort of think about that post-closing, and that $700 million will sit there for a little bit?

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [81]

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Well, I think when we get together in May at our Investor Day, we're going to lay out that sort of capital allocation strategy and priorities much more specifically after we actually close the Cristal transaction, assuming that happens. And I think with any capital allocation strategy, you obviously have goals and priorities, but you also remain opportunistic in terms of how to best deploy that. And I think certainly by deleveraging the balance sheet and really creating the capital structure that will allow us to sustain ourselves throughout the cycle is a very, very high priority.

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Operator [82]

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At this time, I am showing no further questions. I would like to turn the call back over to Jeff Quinn, President and Chief Executive Officer, for closing remarks.

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Jeffry N. Quinn, Tronox Limited - President, CEO & Director [83]

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Thank you. I guess just really in quick closing, we are, as I said, energized by all that's going on. We think that we're on the right path both in terms of the business we currently own and the business that we hope we soon own. And we're working towards that and continue to work constructively to try to get that done. It has been a long period, and certainly a longer period than any of us presumed going into this. But our excitement for it has not waned, and the opportunities we see for value creation for our shareholders going forward has not diminished. So thank you very much for your time this morning, and we look forward to talking with you soon at our Investor Day. Thank you.

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Operator [84]

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Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program. You may now disconnect.