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"), entered into
an indenture (the "Indenture), by and among the Issuers, the guarantors party
thereto and Wilmington Trust, National Association, as trustee (the "Trustee"),
in connection with the issuance of the Issuers' 9.500% senior secured notes due
2025 (the "Notes"). On August 19, 2020, certain French, German and Spanish
subsidiaries of the Company entered into supplemental indentures with the
Trustee to guarantee the Notes (the "Supplemental Indentures").
The Notes are 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") and its term loan credit facility (the "Term Loan
Facility"). The Notes are secured on a first-priority basis by liens on all of
the assets that secure the Company's Term Loan Facility and 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 foregoing does not constitute a complete summary of the terms of the
Supplemental Indentures. The description of the terms of the Supplemental
Indentures are each qualified in their entirety by reference to such agreements,
which are filed herewith as Exhibits 4.1 and 4.2, respectively.
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 9.01. Financial Statements and Exhibits.
Number Description of Exhibits
4.1 First Supplemental Indenture, dated as of August 19, 2020, by and among
the guarantors party thereto and Wilmington Trust, National Association,
as trustee and notes collateral agent.
4.2 Second Supplemental Indenture, dated as of August 19, 2020, by and
between the guarantor party thereto and Wilmington Trust, National
Association, as trustee and notes collateral agent.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 101)
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