WYNYARD, UK, May 8, 2020 /PRNewswire/ -- Venator Materials PLC
(NYSE: VNTR) ("Venator") today announced its intention, subject to
market and other conditions, to privately offer $225 million in aggregate principal amount of
senior secured notes due 2025 (the "Notes") through its wholly
owned subsidiaries, Venator Finance S.à r.l. and Venator Materials
LLC (collectively, the "Issuers").
The Notes will be senior secured obligations of the Issuers, and
interest will be payable semi-annually in arrears. The Notes will
be guaranteed on a senior secured basis by Venator and each of
Venator's restricted subsidiaries (other than the Issuers and
certain other excluded subsidiaries) that is a guarantor under
Venator's term loan credit facility (the "Term Loan Facility"). In
the future, the Notes will also be guaranteed on a senior secured
basis by each of Venator's restricted subsidiaries (other than the
Issuers and certain other excluded subsidiaries) that is a
guarantor under Venator's asset-based revolving lending facility
(the "ABL Facility"). The Notes will be secured on a first-priority
basis by liens on all of the assets that secure the Term Loan
Facility on a first-priority basis and will be secured on a
second-priority basis in all inventory, accounts receivable,
deposit accounts, securities accounts, certain related assets and
other current assets that secure the ABL Facility on a
first-priority basis and the Term Loan Facility on a
second-priority basis, in each case other than certain excluded
assets.
The Issuers intend to use the net proceeds of the offering to
repay borrowings under the ABL Facility, to pay fees and expenses
related to the offering and for general corporate purposes,
including enhancing Venator's liquidity position.
The Notes will be offered in a private offering exempt from
registration requirements of the United States Securities Act of
1933, as amended (the "Securities Act"). The Notes are being
offered only to qualified institutional buyers under Rule 144A and
outside the United States in
compliance with Regulation S under the Securities Act.
The Notes have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes, the related guarantees
or any other securities and shall not constitute an offer to sell
or a solicitation of an offer to buy, or a sale of, the Notes, the
related guarantees or any other securities in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Venator
Venator is a global manufacturer and marketer of chemical products
that comprise a broad range of pigments and additives that bring
color and vibrancy to buildings, protect and extend product life,
and reduce energy consumption. We market our products globally to a
diversified group of industrial customers through two segments:
Titanium Dioxide, which consists of our TiO2 business, and
Performance Additives, which consists of our functional additives,
color pigments, timber treatment and water treatment businesses. We
operate 24 facilities, employ approximately 4,000 associates
worldwide and sell our products in more than 110 countries.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. These forward-looking
statements represent Venator's expectations or beliefs concerning
future events, and it is possible that the expected results
described in this press release will not be achieved. These
forward-looking statements are subject to risks, uncertainties and
other factors, many of which are outside of Venator's control, that
could cause actual results to differ materially from the results
discussed in the forward-looking statements, including the impacts
and duration of the global outbreak of the Coronavirus Disease 2019
pandemic on the global economy and all aspects of our business,
including our employees, customers, suppliers, partners, results of
operations, financial condition and liquidity, global economic
conditions, our ability to maintain sufficient working capital, our
ability to access capital markets on favorable terms, our ability
to transfer technology and manufacturing capacity from our Pori,
Finland manufacturing facility to
other sites in our manufacturing network, the costs associated with
such transfer and the closure of our Pori facility, our ability to
realize financial and operational benefits from our business
improvement plans and initiatives, impacts on TiO2 markets and the
broader global economy from the imposition of tariffs by the U.S.
and other countries, changes in raw material and energy prices, or
interruptions in raw materials and energy, industry production
capacity and operating rates, the supply demand balance for our
products and that of competing products, pricing pressures,
technological developments, legal claims by or against us, changes
in government regulations, including increased manufacturing,
labeling and waste disposal regulations and the classification of
TiO2 as a carcinogen in the EU, geopolitical events, cyberattacks
and public health crises such as coronavirus.
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, Venator does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. New factors emerge from time to time, and it is not
possible for Venator to predict all such factors. When considering
these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in Venator's Annual Report
on Form 10-K for the year ended December 31,
2019 filed with the Securities and Exchange Commission (the
"SEC"), and in its Quarterly Report on Form 10-Q for the three
months ended March 31, 2020 filed
with the SEC. The risk factors and other factors noted therein
could cause Venator's actual results to differ materially from
those contained in any forward-looking statement.
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SOURCE Venator Materials PLC