Good day, ladies and gentlemen, and welcome to the Tronox Limited Q4 2018 Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded.

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

Thank you, Jiji, 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-François 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 on -- 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 Slide 2, is a reminder that the comments made on this call as well as the information provided in our presentation and on our Web site 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 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. Reconciliations 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?.

Thanks, Brennan. 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 would 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 two weeks ago, the FTC Tronox and Cristal filed a joint motion with the FTC commissioners to delay the schedule for the following [indiscernible] brief 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 discussion surrounding the proposed divestiture of Cristal's North American TiO2 business, including its two-plant Ashtabula Ohio TiO2 complex to INEOS Enterprises for $700 million. I’m pleased to report that we have submitted definitive documents to the FTC staff that both Tronox and INEOS have indicated they’re 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 definitive 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 will be negotiation of a proposed consent decree to withdraw 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 will close the Ashtabula divestiture to INEOS and the 80-120 paper on laminate grade divestiture to [indiscernible].

We continue to work with the FTC staff with the goal of receipt and 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’ve also extended a long stop date under our agreement with [indiscernible] 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 affiliation from Australia to the U.K., which I'll discuss in a moment.

It ensures that the orderly sale of Exxaro's Tronox shares, including the option for us to directly repurchase the shares Exxaro elects to sale after we completed 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 charge that will become effective tomorrow gives us confidence that our existing mining rights will be deemed once [indiscernible], 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's 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're also moving forward with our intent to redomicile from Australia to the U.K., a special shareholder meeting for that purpose -- 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 buyback any shares that Exxaro elects to sell. In addition, our Board will have the authority for open market purchases, including [indiscernible].

We will have greater protection for our $4.1 billion of net operating losses as the articles of incorporation enabled -- enable us to prevent ownership change from occurring that will impact our NOLs under section 382. Today we have no protection in the event that a change of control was triggered under section 382 of the RS code.

The Redomiciliation also will illuminate our dual class share structure. As part of the Mineral Sands transaction, Exxaro has agreed to hold ordinary shares, thus eliminating the two class structure. It also brings [indiscernible] to our status as a U.K taxpayer.

Current changes in law mean that we can no longer rely on the Australian - UK tax treaties to qualify as a U.K taxpayer. As a U.K company Petronas 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 a limited to nine directors and Australian [indiscernible] requires that at least two Australian residents beyond 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 recoup Board members.

UK corporate law is better understood by international investors [indiscernible] also, in addition, we believe that being domicilied 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-François Turgeon and John Romano for a discussion of our fourth quarter results and the market trends we see, I would 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 lead by zircon.

As you know, zircon is a very attractive product for us that deliver significant profitability and margin enhancement to our TiO2 business.

We also benefit -- 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 drive significant and differentiating benefits relative to our non-integrated pigment producers. Controlling our own feedstock and the certainty of supply in that regard, it's 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 a 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 in 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 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?.

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 us 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 [indiscernible] 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 will now turn the call over to JF for a review of our TiO2 operating performance and profitability in the quarter..

Thanks, John. Moving to Slide 7, , all our plants are performing well. As Jeff said, our fourth quarter result clearly reflect the benefit of our vertical integration. Our guiding principle across our global operation of producing safe quality, low-cost done 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 talking the plant maintenance downtime we normally do in the seasonally light fourth quarter.

As in prior year, the costs associated with the fixed cost absorption on lower volume will roll into the first quarter of 2019. Given the demand outlook we see across our product in the coming 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 a 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 chemicals, anthracite and graphite electrodes. Moving to the sequential comparison versus the third quarter, TiO2 adjust EBITDA of $152 million increased 1%.

Higher zircon and CP slag sales volume and favorable foreign exchange more than offset the fixed cost impact on lower pigment sales volume. 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 path 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 amount supplied by AMIC to bring the smelter up to certain sustaining production level.

Through the end of the fourth quarter, we loan $64 million for capital expenditure and operational expense to facilitate the startup of the smelter. An additional $25 million was loan in January. As you know, AMIC attempt to startup 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 occur in two year plus merge. Our plant 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 [indiscernible] since the date we announced the Cristal transaction, this highly synergistic combination is all about increasing asset utilization, lowering our cost [indiscernible],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 turn the call over to Tim Carlson for a review of our financial position.

Tim?.

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’ve taken the first step in executing the terms of the Mineral Sands completion agreement that facilitate Exxaro's quarterly 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 and the series of transaction is 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 and intercompany balances between South Africa and our Hamilton and Baltic [ph] facilities.

Third, we will be able to eliminate five U.K statutory entities, which will save administrative time and compliance costs, and forth, 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 is 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, 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-products earning streams in an accretive transaction will be very beneficial to the company and our share owners.

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, we are going to perspective the South African financial results for the minority interest we report in our P&L each quarter.

Our South African operations produced approximately 3/4 of our global zircon production. Zircon has a margin structure significantly above our company average margins, so there is a significant benefit to owning 100% of its profit stream.

The next component is 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 share owner base, we should not trip the 50% ownership threshold in Section 382 and thus preserve the NOLs.

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

We look forward to sharing our progress in executing the next steps of the Mineral Sands completion agreement as we go through the year. With that, I thank you and I will now turn the call over to Jeff for closing comments.

Jeff?.

Thanks, Tim. As you can see, we got a lot going on. It's a challenging and dynamic con for us. We have a number of important initiative -- 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 -- our business continues to run well and our team is not distracted by all that's going on, actually we're energized by it. Over the last year, we strengthened our team, we’ve improved the effectiveness of the team, our communication [indiscernible] team.

We are focused on locked in and we are 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. Now it's been a long road.

It's -- like many of you, we suffer from guilt fatigue from time-to-time. We are in a home stretch and we think we’re almost there and we look forward to continue 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 we are back on track for getting this done. We should not let the delay and the frustration and occasional guilt fatigue to manage 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.

The importance of the transaction from financial performance is obvious, and I’m pleased to confirm that no -- but the actual results pro forma for the year for the combined company came in with the estimate we gave you in our last quarter's call sort of pro forma pre-synergy adjusted EBITDA number of $900 million to $950 million, excluding Ashtabula.

I also want to certainly underscore the benefits that we believe accrued to our shareholders, because of the redomiciliation to the U.K.

If you're not yet had a chance to thoroughly read the war and peace side final Information Memorandum that was sent out to our shareholders and filed with the FTC and at SEC [indiscernible] and then sent out to shareholders, I would encourage you to at least kind of look at the synopsis in 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 read the Information Memorandum before voting.

Third, regarding the next steps in our multifaceted Exxaro agreement, 2019 will likely be the year which is Exxaro sells 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 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 and 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 and [indiscernible] shares.

My final point is with regard to our vertical integration and our goal for 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 positioning in the industry is good.

Over the last six months, we've reviewed and re-examined 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’re doing on our margin stability initiatives, we're trying to build our 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 [indiscernible]. 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 in the inventory levels as destocking runs its course by midyear. We expect zircon to continue to drive significant profitability and margin enhancement -- enhancements to our integrated TiO2 business.

We also see continued favorable market conditions in high-grade feedstocks. As a vertically integrated producer and a rising high-grade feedstock price environment, we expect to drive significant and differentiating benefits relative to our non-integrated 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 will be holding an Investor Day in New York. At that time, I look forward to introducing you to our broader management team that Jean-François, John, Tim and I have the pleasure of working with everyday.

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're 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..

[Operator Instructions] And our first question is from John McNulty from BMO Capital Markets. Your line is now open..

Hi. This is Colton on for John. On your commentary about building inventory for stronger demand later in the year, can you give us a little more color on this? Also you reported inventories don't look like they’ve moved so much.

So how should we think about all of this?.

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

So I hope that answers the question about the inventory. .

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?.

Yes, look it's not -- we don’t typically provide forward guidance on pricing. What I can say about the margin stability initiatives as 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 lot of additional information on pricing at this stage..

All right. Thanks for your time..

Thank you. Our next question is from Jim Sheehan from SunTrust. Your line is now open..

Good morning. This is [indiscernible] 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?.

Yes, this is John Romano again. So the answer is yes. We are securing longer-term contracts -- kind of exchange for that margin stability.

All of them are not necessarily exactly the same, so we are working with customers that’s come up with what we believe are mutually beneficial agreements that help us and customers manage their business in a more stable manner and allow us to reinvest in the business throughout the cycle..

Okay. Thanks.

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?.

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

Thank you..

Thank you. Our next question is from Jeff Zekauskas from J.P. Morgan. Your line is now open..

Thanks very much.

How much EBITDA plus the 26% ownership in the South African subsidiaries by Exxaro represent?.

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

Okay.

And 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?.

I think, Jeff, one of the things we will do there is, look at that opportunity along with the other priorities we have, and obviously those sources of cash flow in, we have including the divestiture proceeds.

But it really is a matter of balancing the deleveraging -- reducing debt, the investment in our business to drive further shareholder value, and then returning capital to the shareholders through a share purchase and most obviously -- direct with Exxaro.

So we will 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..

Do you have access to -- I don’t know $400 million in capital to purchase that if you so choose to purchase it?.

The answer is yes..

Yes, we believe we do and if we chose to deploy capital in that way, we'd have that availability..

And then, lastly, there was -- have you gained any business recently in titanium dioxide for plastics applications that you didn’t have previously?.

Look, if you look at the fourth quarter results, our volumes as we mentioned were down 15%..

Yes..

We are not actively, I would say, going out attracting new volume other than [indiscernible] stability initiatives where we got some opportunities as we move forward. So, I can't speak specifically to anyone particular segment at this stage..

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

We will have the ability to supply high-quality grades in a much stronger capacity they were previously, because the [indiscernible] capability that will help that..

Okay, great. Thank you so much..

Thank you. Our next question is from Frank Mitsch from Fermium Research. Your line is now open..

Hey, good morning, folks. I appreciate the comment, Jeff, about the pro forma EBITDA coming in as expected between $900 million and $950 million. Is there anymore 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?.

Yes. Frank, obviously one of the things that we will be doing over the next month is, will be working to complete sort of our bring down due diligence from refreshing all that and site visits and whatnot. At this point, 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 to -- we are together in May, which will be about 60 days after the closing we hope. We look really forward to updating everyone on that on where we stand and a refresh of that. But as [indiscernible] 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 -- we don't have visibility into that.

And that's, John and his team and we really have a lot of work to do once we get further along the process and get towards closing, because that will be a lot of new information for us to adjust and act on as we close the deal..

All right. Thank you. That’s helpful. And if I could follow-up on the Jazan slagger. Obviously, you guys are confident [indiscernible] performance you’re going to be able to get that operation up and running by putting in, as you said, take another $25 million during January.

And I’m trying to reconcile the statement that they try to start it up in the fourth quarter, it was unsuccessful, but you do believe within two years of closing I think, that you will be able to start it up.

Is that -- 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 further color on the expected timing?.

Yes, I will respond and JF can maybe add his perspective. I think we are talking about startup in 2020. But the thing -- that JF was pointing is, in our economics, in our synergies, we always believe that that would be a year two type matter when it came in actually started providing really -- providing synergies for us.

So I think it's consistent still with the start up 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 weight to make sure that the next startup attempt is successful..

Yes, and Frank, I think Jeff is absolutely right. I mean, we -- 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 we need to be done if we expect slag production in 2020.

And that is consistent with what we had -- the planning that we had in our synergy for -- as a vertically integrated producer..

All right. Thank you so much..

Thank you. Our next question is from Hassan Ahmed from Alembic Global. Your line is now open..

Good morning, Jeff..

Hi, Hassan..

Jeff, a question around ore. Ore volumes obviously have held up quite well in the phase of this TiO2 destocking and typically we all know there's a lag between what TiO2 does, create in terms of pricing or volumes and ore following suite.

So now is there -- should there be a concern that as you know 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..

I think actually we believe that will be a continued tight market for high-grade feedstocks and as the -- a vertically integrated producer and especially up until the transaction closes in a bit long, we go 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..

Understood. And now a more philosophical or a higher level question. The TiO2 industry has consolidated, continues to consolidate, so obviously 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 it was funny sort of dying period for the durable economy with all of these trade concerns and alike.

But what is it about the industry, the TiO2 industry that needs 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 these inventory cycles?.

Yes, this is John Romano. At this particular stage leaving the fourth -- as we exited 2018, our inventories were basically at what we’d refer to at/or seasonal -- maybe a bit below seasonal norms.

So when we compare what happened in the last cycle compared where we are today, I'm not -- I guess, I wouldn't agree that there is a significant vicious inventory cycle coming, because inventories from our perspective, this is a Tronox view, are actually quite where they should be at this particular stage.

And when I made the comment earlier that were building inventory in anticipation for the spring season, that's a normal event. So when we think about where our inventory is right now or compared to where they were in the last cycle, yes, they’re not even comparable.

They are much lower and are in line with where we would typically need to run the business..

Understood. Very helpful, guys. Thank you so much..

Thank you. Our next question is from Duffy Fischer from Barclays. Your line is now open..

Yes, good morning. 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?.

Yes, this is John Romano again. That’s a tough question to answer on the end 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 every year, as JF made some reference in his comments, we do some maintenance. So there was a maintenance done at the end of last year. And so some of our inventories were managed through what we'd call normal maintenance at the end of the year.

So, again, that kind as a backflow of the prior question, I don't know, Brennan, if you want to ….

I don’t have any more to add on that..

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 of would destock downstream from you guys?.

No, I think -- this is Brennan, Duffy. I think you’re right. I mean, you’re going down a path that I think we’d agree with, that is the trends in inventory builds that we're seeing are in very select channels. As we said largely -- almost solely in Europe and Asia. But the degree of or that delta you are 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 has a pretty good sense of where the channels are fit. And these are the customer demand and hence our view that we are five months away from what we think are normalization of inventories, four, five months..

Fair enough.

And then just last one, we're two months into the year, do the first two months feel similar to Q4 or the things feel like they're improving somewhat from a volume standpoint?.

I mean, yes, this is John Romano, again. I'd say that as we look first quarter, although I won't provide much guidance, the first quarter is looking to be stronger than fourth..

Great. Thank you, guys..

Thank you. Our next question is from Matthew DeYoe from Vertical Research. Your line is now open..

Good morning..

Good morning..

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

Yes, I think, again, generically feedstock, so high-grade feedstock at this particular stage is still tight and we’ve continued 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 high-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 [indiscernible]. I think it was mentioned earlier that it typically trails anywhere from 6 to 9 maybe even sometimes 12 months behind payment. That market is continuing to strengthen..

Okay. And then to continue that, first off and how did the zircon market hold up at 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 price is flat at today’s or year-end run rate, what would be the year-over-year inflation price increases witness for the Mineral Sands business? Thanks..

Yes, so look at just generically on zircon volumes and where -- that the inventory comments we 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. The first quarter comes in, our volumes are actually going to be a little lighter.

As we enter the Chinese New Year, it's actually a bit -- coming out 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..

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

I can't comment on forward pricing..

Fair enough..

Thank you. Our next question is from John Roberts from UBS. Your line is now open..

Thank you.

Do you expect to report just one segment after closing on Cristal or how do you think you report it?.

Yes, John, we just report one segment that’s the way we manage the business and we continue -- we will continue to report one just as we did now..

Could you remind me about the lockup on the shares the test and [indiscernible] part of the transaction?.

There [indiscernible]. I think it's two years is the lockup on the shares with some minimal leakage early on, there's -- again, least number of shares ….

They can sell down 4% prior to that 2-year..

Okay. Thank you..

Thank you. Our next question is from James Finnerty from Citi. Your line is now open..

Thanks. Congratulations on the progress on the Cristal transaction..

Thanks..

Sure. And just one point on inventory, just to compare last cycle versus this cycle. Last cycle inventory days recorded at North of a 100. Imagine this cycle, its lot less than that.

Can you kind of give us any gauge in terms of magnitude?.

We exited last year with inventory less than 60 days..

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

Yes, last cycle there was -- it was very different than this cycle..

Exactly. Great. And then just wanted to just touch in the cash flows going forward there is 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 on the pieces together.

Can you just walk us through like what kind of cash outflow is the major ones over the next couple of years, assuming the transaction closes as expected, 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 [indiscernible] to raise in order to fund the Exxaro purchase?.

Yes, so the Cristal transaction they’re cash payment of $1.67 billion. We’ve got cash on the balance sheet for that. The business itself as we talked about, we give 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 on that material amount of cash used or cash taxes. Interest expense is going to be given correct rates, probably $180 million to $190 million for the year.

But then as a reminder, as a result of the Ashtabula sale, it will be $700 million of cash coming into the business, it's been structured in a way that’s a tax efficient for us [indiscernible] 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 and investing in the value enhancing organic opportunities that he mentioned or buying some of Exxaro's ownership..

And [multiple speakers] money coming in offsets a lot of the [indiscernible] shares?.

Correct..

More so --more than offsets..

Yes, and we think that the thing is [indiscernible] about that is the Mineral Sands have completion agreement gives us the clear alternatives to being able to buy one, two or three of those tranches. So we will look at that opportunistically at the time that those opportunities come up..

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

Thanks, James..

Thank you. Our next question is from Christopher Evans from Goldman Sachs. Your line is now open..

Yes, good morning, guys. Thanks for taking my questions. First I was hoping you could opine on the longer term outlook for the TiO2 feedstock industry.

If demand trends continuing to 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 then lastly, in this context how do you see market prices trending over the long haul relative to where they’re today?.

We can't speak to pricing, but I will let JF talk to a little bit more about the supply chain..

Thank you, Christopher. Look, the reality is the market is tight in the short-term. But obviously there's project in the pipeline that will allow to basically meet the demand of the TiO2 plan. 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's not enough feedstock to meet the TiO2 demand, but it's a tight market at the moment..

And that’s why we do consider not only is vertical integration I think a differentiator in terms of financial performance, but strategically we believe controlling our own ilmenite and high-grade feedstocks can -- it can be very much advantage as we go forward.

It gives us a lot of optionality with the breadth and scope of our reserve base that we have in a number of different organic projects that we have, we believe that it just puts us in a very advantage 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..

It's great.

And let me just playing off on 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?.

I think the short answer to that is, no, but if you think about our objective and I think we 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 line 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..

Super. Thank you..

Thank you. Our next question is from Sean Durkin from Morgan Stanley. Your line is now open..

Good morning..

Good morning, Sean..

Should the FTC approved the sale of Ashtabula to INEOS as a remedy for the Cristal deal? Does INEOS place any conditions of its own -- on it's wish to acquire Ashtabula? For example, does INEOS's team wish to make the purchase of Ashtabula's TiO2 plant conditional and the FTC's allowing of INEOS to further acquire in the future other TiO2 production assets or raw material, mining/S melting assets?.

The -- I’m sorry, go ahead..

For the production of TiO2. Some analysts have opined that whomever owns the Ashtabula assets might like -- might likely be interested in becoming further consolidated in the TiO2 industry, for example maybe even purchasing or attending to acquire the financially weaker U.S player Venator? Thank you..

The definitive documentation that we’ve submitted to the FTC, the Tronox and INEOS have indicated they are prepared to execute [indiscernible] to contain no such contingencies.

And I think analysts have written a lot of things about perspectives on the future, but there's not any -- anything like that or any contingency of that nature contained in the documents they’ve been submitted..

Thank you. Our last question is from Brian Lalli from Barclays. Your line is now open..

Hey, guys. How are you? Good morning..

Good morning..

Real quick, thanks for fitting me in here at the end. 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 what would you -- 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 is [indiscernible] going forward do you think about what to do with the various components of the Exxaro mining piece plus the shares.

I think that will be helpful for the fixed-income community that get a sense for kind of where you want to be day one before you generate cash flow?.

There's a desire to delever the balance sheet. We’ve talked historically about the 2.5x to 3x net leverage ratio. We like to try to down to 2.5x gross debt over the next couple of years. How we get there, it would be a decision not to make internally as it relates to our capital allocation. But it's something that we’re committing to get to..

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

Well, I think when we get together in May at our Investor Day, we are going to lay out that sort of capital allocation strategy and priorities. Much more specifically after we actually close the Cristal transaction, assume that happens.

And I think, 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 it certainly, but deleveraging the balance sheet and really creating the capital structure that will allow us to spend ourselves throughout the cycle is a very, very high priority..

Got it. All right. That’s really helpful. Thanks and congrats. Best of luck as you get towards closing..

Thank you..

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

Thank you. I guess, just really quick closing. We are, as I said, energized by all that's going on. We think that 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 are 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 presume going into this. But our excitement for it has not weighing and the opportunities we see for value creation, for our shareholders going forward is [indiscernible].

So thank you very much for your time this morning and we look forward to talking with you soon in -- at our Investor Day. Thank you..

Ladies and gentlemen, thank you for your participation in today’s conference. This concludes the program..