WYNYARD, UK, May 8, 2020 /PRNewswire/ -- Venator
Materials PLC (NYSE: VNTR) ("Venator") today announced that it has
priced $225 million in aggregate
principal amount of senior secured notes due 2025 (the "Notes") at
a price to the public of 98.008% of their face value through its
wholly owned subsidiaries, Venator Finance S.à r.l. and Venator
Materials LLC (together, the "Issuers"). The Notes will carry an
interest rate of 9.500% and will mature on July 1, 2025. The closing of the offering of the
Notes is expected to occur on May 22,
2020, subject to the satisfaction of customary closing
conditions.
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 are being 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