KRONOS WORLDWIDE, INC. ANNOUNCES ACQUISITION OF JOINT VENTURE INTEREST, AMENDMENT TO REVOLVING CREDIT FACILITY AND QUARTERLY DIVIDEND
18 7월 2024 - 1:26AM
Kronos Worldwide, Inc. (NYSE: KRO) made the following announcements
today:
Acquisition of Remaining Joint Venture Interest
in LPC
Effective July 16,
2024, Kronos Worldwide, Inc. (“Kronos”) has acquired the 50% joint
venture interest in Louisiana Pigment Company, L.P. (“LPC”)
previously held by Venator Investments, Ltd. Prior to the
acquisition, Kronos, through a wholly-owned subsidiary, held a 50%
joint venture interest in LPC. Following the acquisition, LPC is an
indirect, wholly-owned subsidiary of Kronos. Kronos acquired the
50% joint venture interest that it did not already own for an
upfront cash payment of $185 million (subject to working capital
adjustments) and a potential earn-out payment of up to $15 million
based on Kronos’ aggregate consolidated net income before interest
expense, income taxes and depreciation and amortization expense, or
EBITDA, during a two-year period comprising calendar years 2025 and
2026.
“This acquisition
is a one-of-a-kind opportunity for Kronos to add value to our
customers and better serve the North American market,” said James
M. Buch, Kronos Chief Executive Officer. “With full ownership of
the LPC facility, Kronos will expand its product offerings and
increase sales to new and existing customers while recognizing
significant synergies including commercial, overhead and supply
chain optimization. By implementing process innovations to increase
capacity and improve efficiency using proven technology utilized at
other Kronos facilities, we will be better positioned to serve our
customers. LPC is the newest chloride-process TiO2 production
facility operating in the Western world and we are excited to fully
integrate LPC as part of Kronos and to invest in the future of this
world class facility.”
Kronos previously operated LPC as a joint
venture with Venator Materials or predecessors of Venator Materials
since 1993. LPC is located near Lake Charles, LA with a current
estimated annual production capacity of 156,000 metric tons. The
acquisition was financed with cash on-hand and borrowings under
Kronos’ global revolving credit facility. Kronos will report LPC as
a wholly-owned subsidiary beginning with its third quarter Form
10-Q filing. Kronos may continue to evaluate and explore additional
financing opportunities, subject to market conditions.
Amendment to the Revolving Credit Facility
In connection with its acquisition of the 50%
joint venture interest and to support Kronos’ general liquidity
needs, Kronos has also completed an amendment to its $225 million
global revolving credit facility with Wells Fargo. Among other
things, the amendment increases the maximum borrowing amount from
$225 million to $300 million, extends the maturity date to 2029 and
expands the facility to include LPC and LPC’s receivables and
certain of its inventories in the borrowing base.
Third Quarter Dividend
Kronos’ board of directors has declared a
quarterly dividend of five cents ($0.05) per share on its common
stock, a decrease of fourteen cents ($0.14) per share as compared
to the second quarter of 2024, payable on September 19, 2024, to
stockholders of record at the close of business on September 6,
2024. Commenting on the dividend Mr. Buch said, “The
reduced dividend rate will allow Kronos to focus on maintaining a
strong balance sheet while continuing to evaluate strategic
investment opportunities. In addition to strengthening liquidity
and providing the flexibility to absorb increased debt service
costs, working capital needs and capital improvements from the
acquisition of the 50% interest in the LPC joint venture, the new
dividend rate will give Kronos an opportunity to focus on reducing
leverage. Going forward we will continue to evaluate the
appropriateness of the dividend based on progress towards these
priorities, results of operations and other relevant factors.”
Kronos Worldwide, Inc. is a major international
producer of titanium dioxide products.
Forward-Looking Statements
The statements in this press 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 forward-looking
statements include, among others, statements about the potential
effects of the LPC acquisition, including expected synergies,
innovation and other benefits, statements about the effect of the
reduction of the dividend in the third quarter and statements about
future dividend payments. Although Kronos believes 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. The factors that
could cause actual future results to differ materially include, but
are not limited to, the following:
- Future supply and demand for our
products
- Our ability to realize expected
cost savings from strategic and operational initiatives
- Our ability to integrate
acquisitions, including LPC, into our operations and realize
expected synergies and innovations
- The extent of the dependence of
certain of our businesses on certain market sectors
- The cyclicality of our
business
- Customer and producer inventory
levels
- Unexpected or earlier-than-expected
industry capacity expansion
- Changes in raw material and other
operating costs (such as energy and ore costs)
- Changes in the availability of raw
materials (such as ore)
- General global economic and
political conditions that harm the worldwide economy, disrupt our
supply chain, increase material and energy costs or reduce demand
or perceived demand for our TiO2 products or impair our ability to
operate our facilities (including changes in the level of gross
domestic product in various regions of the world, natural
disasters, terrorist acts, global conflicts and public health
crises)
- Operating interruptions (including,
but not limited to, labor disputes, leaks, natural disasters,
fires, explosions, unscheduled or unplanned downtime,
transportation interruptions, certain regional and world events or
economic conditions and public health crises)
- Technology related disruptions
(including, but not limited to, cyber-attacks; software
implementation, upgrades or improvements; technology processing
failures; or other events) related to our technology infrastructure
that could impact our ability to continue operations, or at key
vendors which could impact our supply chain, or at key customers
which could impact their operations and cause them to curtail or
pause orders
- Competitive products and substitute
products
- Customer and competitor
strategies
- Potential consolidation of our
competitors
- Potential consolidation of our
customers
- The impact of pricing and
production decisions
- Competitive technology
positions
- Potential difficulties in upgrading
or implementing accounting and manufacturing software systems
- The introduction of trade barriers
or trade disputes
- Fluctuations in currency exchange
rates (such as changes in the exchange rate between the U.S. dollar
and each of the euro, the Norwegian krone and the Canadian dollar
and between the euro and the Norwegian krone), or possible
disruptions to our business resulting from uncertainties associated
with the euro or other currencies
- Our ability to renew or refinance
credit facilities or other debt instruments in the future
- Changes in interest rates
- Our ability to maintain sufficient
liquidity
- The ultimate outcome of income tax
audits, tax settlement initiatives or other tax matters, including
future tax reform
- Our ability to utilize income tax
attributes, the benefits of which may or may not have been
recognized under the more-likely-than-not recognition criteria
- Environmental matters (such as
those requiring compliance with emission and discharge standards
for existing and new facilities)
- Government laws and regulations and
possible changes therein including new environmental, health,
safety, sustainability or other regulations (such as those seeking
to limit or classify TiO2 or its use)
- Pending or possible future
litigation or other actions.
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. Kronos 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, except as required by law.
* * * * *
Investor Relations Contact
Bryan A. HanleySenior Vice President and TreasurerTel.
972-233-1700
Kronos Worldwide (NYSE:KRO)
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