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)
September 1, 2017
Kronos Worldwide, Inc.
(Exact name of registrant as specified in its charter)
Delaware
1-31763
76-0294959
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
     
5430 LBJ Freeway, Suite 1700, Dallas, Texas
75240-2697
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
     
 
(Former name or former 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 7.01
Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in the press release issued on September 1, 2017, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit, the registrant furnishes in this report is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 8.01
Other Events.

As previously reported, the registrant's operating subsidiaries in Germany, Belgium, Norway and Denmark have a €120 million secured revolving bank credit facility (the "European Credit Facility") that matures on September 27, 2017.  The registrant expects to extend the maturity date of this facility, to September 2022, on or prior to its maturity date.  The registrant expects to reduce the size of this facility from €120 million to €90 million concurrent with the extension.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits
   
       
 
Item No.
 
Exhibit Index
       
 
99.1
 
Press release dated September 1, 2017 issued by the registrant.


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 WORLDWIDE, INC.
 
(Registrant)
   
   
   
   
 
By:  /s/ Clarence B. Brown, III
Date:  September 1, 2017
Clarence B. Brown III,
Vice President, General Counsel and Secretary


INDEX TO EXHIBITS


Item No.
 
Exhibit Index
     
99.1
 
Press release dated September 1, 2017 issued by the registrant.


Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas   75240-2697
Contact:  Janet Keckeisen
                Vice President, Corporate
                Strategy and Investor Relations
 (972) 233-1700
Press Release
 

FOR IMMEDIATE RELEASE 
KRONOS WORLDWIDE ANNOUNCES €400 MILLION PRIVATE OFFERING
OF SENIOR SECURED NOTES

DALLAS, TEXAS – September 1, 2017 – Kronos Worldwide, Inc. (NYSE:  KRO) today announced that, subject to market conditions, it intends to offer €400 million in aggregate principal amount of senior secured notes due 2025 (the "Notes") for sale to eligible purchasers in a private offering (the "Notes Offering").  The Notes would be issued by the Company's wholly-owned subsidiary Kronos International, Inc., and guaranteed on a senior secured basis by the Company and its domestic wholly-owned subsidiaries.  The Company intends to use the net proceeds from the Notes Offering to prepay in full the outstanding balance of its existing term loan indebtedness ($338.6 million principal amount outstanding), and repay all indebtedness outstanding under its North American revolving credit facility.  The balance of the net proceeds from the Notes Offering would be available for the Company's general corporate purposes.

The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws, and unless so registered, the Notes 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 state securities laws. The Notes are expected to be eligible for resale to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.

This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information. These statements may include, but are not limited to, statements regarding the terms of the Notes, the completion, timing or size of the proposed private offering, and the anticipated use of proceeds from the Notes Offering. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct.  Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected.  The Company disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

Kronos Worldwide, Inc. is a major international producer of titanium dioxide products.

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