Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nyse  >  Venator Materials PLC    VNTR   GB00BF3ZNS54

VENATOR MATERIALS PLC

(VNTR)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsPress ReleasesOfficial PublicationsSector news

VENATOR MATERIALS PLC : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
05/22/2020 | 05:18pm EDT

Item 1.01. Entry into a Material Definitive Agreement.

On May 22, 2020 Venator Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg ("Venator Finance"), and Venator Materials LLC, a Delaware limited liability company (together with Venator Finance, the "Issuers"), each a wholly owned subsidiary of Venator Materials PLC (the "Company"), closed its previously announced offering (the "Notes Offering") of $225.0 million aggregate principal amount of 9.500% senior secured notes due 2025 (the "Notes"). The Notes were issued under the Indenture, dated as of May 22, 2020, by and among the Issuers, the guarantors named therein and Wilmington Trust, National Association, as trustee and as notes collateral agent (the "Indenture").

The Notes are guaranteed on a senior secured basis by the Company and each of the Company's restricted subsidiaries (other than the Issuers and certain other excluded subsidiaries) that is a guarantor under the Company'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 the Company's restricted subsidiaries (other than the Issuers and certain other excluded subsidiaries) that is a guarantor under the Company's asset-based revolving facility (the "ABL Facility"). The Notes are 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.




Interest and Maturity



The Notes will mature on July 1, 2025. The Notes bear interest at the rate of 9.500% per annum, payable in cash semi-annually in arrears on each January 1 and July 1, commencing January 1, 2021.



Optional Redemption


At any time prior to July 1, 2022, the Issuers may, on any one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with an amount of cash not greater than the net cash proceeds of certain equity offerings at a redemption price equal to 109.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, provided that at least 60% of the aggregate principal amount issued under the Indenture remains outstanding immediately after such redemption and the redemption occurs within 180 days of the closing date of such equity offering.

At any time prior to July 1, 2022, the Issuers may, at any time or from time to time, redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus a "make-whole" premium as of, and accrued and unpaid interest, if any, to, but excluding, the date of redemption.

On and after July 1, 2022, the Issuers may redeem the Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption:



YEAR                   PERCENTAGE
2022                       107.125 %
2023                       103.563 %
2024 and thereafter        100.000 %



Change of Control and Asset Sales

If the Issuers experience certain defined changes of control, each holder of Notes may require the Issuers to repurchase all or a portion of its Notes for cash at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued but unpaid interest to the date of repurchase. In addition, if the Issuers make certain asset sales and do not reinvest the proceeds thereof or use such proceeds to repay certain debt, they will be required to use the proceeds of such asset sales to make an offer to purchase the Notes at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest.

Certain Covenants



The Indenture contains covenants that, among other things and subject to certain exceptions and qualifications, limit the Company's ability and the ability of the Company's restricted subsidiaries to: (i) incur or guarantee additional indebtedness or issue certain types of stock; (ii) pay dividends on capital stock or redeem, repurchase or retire capital stock or subordinated indebtedness; (iii) transfer or sell assets; (iv) make investments; (v) create certain liens; (vi) enter into agreements that restrict dividends or other payments from their subsidiaries to them; (vii) consolidate, merge or transfer all or substantially all of their assets; (viii) engage in transactions with affiliates; and (ix) create unrestricted subsidiaries.



Events of Default


Upon an Event of Default (as defined in the Indenture), the trustee or the holders of at least 25% of the aggregate principal amount of then outstanding Notes may declare the Notes immediately due and payable, except that a default resulting from certain events of bankruptcy or insolvency with respect to the Company, the Issuers, any restricted subsidiary of Company that is a significant subsidiary or any group of restricted subsidiaries that, taken together, would constitute a significant subsidiary, will automatically cause all outstanding Notes to become due and payable.

The foregoing description of the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated into this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

On May 22, 2020, the Company issued a press release announcing the closing of the Notes Offering.

A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01 (including the exhibit) shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



 Number    Description of Exhibits
  4.1        Indenture, dated as of May 22, 2020, by and among Venator Finance S.à
           r.l, Venator Materials LLC, the guarantors party thereto and Wilmington
           Trust, National Association, as trustee and notes collateral agent.
  99.1       Press Release, dated May 22, 2020, regarding the closing of the Notes
           Offering.
  104      The cover page from this Current Report on Form 8-K, formatted in Inline
           XBRL.

© Edgar Online, source Glimpses


share with twitter share with LinkedIn share with facebook
All news about VENATOR MATERIALS PLC
10/09VENATOR MATERIALS : to Discuss Third Quarter 2020 Results on November 5, 2020
PR
09/28VENATOR MATERIALS : Announces Update on Louisiana Pigment Company and SK Capital..
PR
09/02VENATOR MATERIALS PLC : Changes in Registrant's Certifying Accountant, Financial..
AQ
08/28VENATOR MATERIALS PLC : Regulation FD Disclosure, Financial Statements and Exhib..
AQ
08/19VENATOR MATERIALS PLC : Entry into a Material Definitive Agreement, Creation of ..
AQ
08/04VENATOR MATERIALS : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ..
AQ
08/04VENATOR MATERIALS PLC : Results of Operations and Financial Condition, Financial..
AQ
08/04VENATOR ANNOUNCES SECOND QUARTER 202 : Delivery of Cost Initiatives Mitigate the..
PR
07/21VENATOR MATERIALS : to Discuss Second Quarter 2020 Results on August 4, 2020
PR
06/19VENATOR MATERIALS PLC : Change in Directors or Principal Officers, Amendments to..
AQ
More news
Financials (USD)
Sales 2020 1 887 M - -
Net income 2020 -43,8 M - -
Net Debt 2020 771 M - -
P/E ratio 2020 -4,73x
Yield 2020 -
Capitalization 205 M 205 M -
EV / Sales 2020 0,52x
EV / Sales 2021 0,51x
Nbr of Employees 4 000
Free-Float 99,5%
Chart VENATOR MATERIALS PLC
Duration : Period :
Venator Materials PLC Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends VENATOR MATERIALS PLC
Short TermMid-TermLong Term
TrendsBearishNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 11
Average target price 2,17 $
Last Close Price 1,94 $
Spread / Highest target 54,6%
Spread / Average Target 11,9%
Spread / Lowest Target -22,7%
EPS Revisions
Managers
NameTitle
Simon Turner President, Chief Executive Officer & Director
Peter R. Huntsman Non-Executive Chairman
Kurt David Ogden Chief Financial Officer & Executive Vice President
Robert Portsmouth Senior Vice President-EHS, Innovation & Technology
Douglas Delano Anderson Independent Director
Sector and Competitors
1st jan.Capitalization (M$)
VENATOR MATERIALS PLC-49.35%205
ECOLAB INC.-3.13%53 350
GIVAUDAN SA24.12%37 892
SIKA AG24.55%35 037
EMS-CHEMIE HOLDING AG26.08%20 485
SYMRISE AG14.02%16 889