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, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
05/11/2020 | 07:40am EDT

Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 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 (the "Issuer") and Venator Materials LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Issuers"), each a wholly owned subsidiary of Venator Materials PLC (the "Company"), entered into a purchase agreement (the "Purchase Agreement"), by and among the Issuers, the guarantors party thereto and J.P. Morgan Securities LLC, as representative of the initial purchasers listed in Schedule I thereto (collectively, the "Initial Purchasers"), pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers $225 million in aggregate principal amount of the Issuers' 9.500% senior secured notes due 2025 (the "Notes").

The Notes will be senior secured obligations of the Issuers, and interest will be payable semi-annually in arrears. The Notes will be guaranteed (the "Guarantees") 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 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 Notes and the Guarantees will be sold to the Initial Purchasers at 98.008% of par, and the sale will result in gross proceeds (after deducting the Initial Purchasers' discount and estimated offering expenses) to the Issuers of approximately $220,518,000, which the Issuers intend to use to repay borrowings under the ABL Facility, to pay fees and expenses related to the offering and for general corporate purposes, including enhancing the Company's liquidity position. The closing of the issuance and sale of the Notes and the Guarantees is expected to occur on or about May 22, 2020, subject to customary closing conditions.

The Notes and the Guarantees will be issued and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) thereunder. The Initial Purchasers intend to resell the Notes and Guarantees (i) inside the United States to persons reasonably believed to be "qualified institutional buyers," as defined in Rule 144A ("Rule 144A"), under the Securities Act in private sales exempt from registration under the Securities Act in accordance with Rule 144A and (ii) to non-U.S. persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act ("Regulation S") in accordance with Regulation S. The Notes and Guarantees will not initially be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The Purchase Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Notes and the Guarantees, indemnification (including indemnification for liabilities under the Securities Act) and contribution obligations and other terms and conditions customary in agreements of this type.

The Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with the Company and its affiliates. Certain affiliates of the Initial Purchasers are lenders under the ABL Facility and will receive a portion of the proceeds from the offering to the extent that such proceeds are being used to repay borrowings under the ABL Facility.

In addition, the Issuers and the Guarantors have agreed with the Initial Purchasers not to offer, sell, contract to sell, pledge or otherwise dispose of any debt securities (other than the Notes) issued or guaranteed by the Issuers or any of the Guarantors for a period of 45 days after the date of the Purchase Agreement without the prior consent of J.P. Morgan Securities LLC.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 8, 2020, the Company issued a press release announcing the pricing of the Notes.

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 exhibits) 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
  10.1       Purchase Agreement, dated May 8, 2020, by and among Venator Finance
           S.à r.l, Venator Materials LLC, the guarantors party thereto and J.P.
           Morgan Securities LLC, as representative of the initial purchasers
           listed in Schedule I thereto.
  99.1       Press release dated May 8, 2020 regarding the pricing of the Notes.
  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 -4,75x
Yield 2020 -
Capitalization 208 M 208 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
TrendsNeutralNeutralNeutral
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 11
Average target price 2,17 $
Last Close Price 1,95 $
Spread / Highest target 53,8%
Spread / Average Target 11,3%
Spread / Lowest Target -23,1%
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-49.09%208
ECOLAB INC.-1.67%54 157
GIVAUDAN SA26.86%39 521
SIKA AG26.75%36 111
EMS-CHEMIE HOLDING AG29.07%21 278
SYMRISE AG21.27%18 231