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
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.
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
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
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:
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
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.
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
104 The cover page from this Current Report on Form 8-K, formatted in Inline
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