HUN Huntsman Corporation

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2014

Huntsman Corporation

(Exact name of registrant as specified in its charter)

Huntsman International LLC

(Exact name of registrant as specified in its charter)

(801) 584-5700

Registrant’s telephone number, including area code:

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 — Entry into a Material Definitive Agreement.

On October 1, 2014, Huntsman International LLC (“HI”), a wholly-owned subsidiary of Huntsman Corporation (the “Company”), entered into the Thirteenth Amendment (the “Thirteenth Amendment”) to the Credit Agreement dated as of August 16, 2005 (as amended, the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent.

The Thirteenth Amendment modified the Credit Agreement to increase the senior secured revolving commitment in an aggregate principal amount of $25 million under the Credit Agreement as of the effective date of the Thirteenth Amendment (the “Revolving Increase”).  The commitments under the Revolving Increase will mature on the same date as the existing revolving loans under the Credit Agreement and borrowings under the Revolving Increase will bear interest at the same rate as the existing revolving loans under the Credit Agreement.

The foregoing does not constitute a complete summary of the terms of the Thirteenth Amendment. The description of the terms of the Thirteenth Amendment is qualified in its entirety by reference to such agreements, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.01  Completion of Acquisition of Assets.

On October 1, 2014, the Company, through its wholly-owned subsidiary HI, completed the acquisition of the Performance Additives and Titanium Dioxide (TiO2) businesses (the “Business”) of Rockwood Holdings, Inc. (“Rockwood”) for a purchase price of approximately $1.04 billion in cash.  The Transaction was financed using bank financing under an expansion of the Company’s existing credit facility.

The unaudited condensed combined balance sheet of the Business as of June 30, 2014 and unaudited condensed combined statements of operations, comprehensive income (loss), cash flows, and changes in parent company equity of the Business for the six month s ended June 30, 2014 and June 30, 2013 are attached hereto as Exhibit 99.1 and incorporated herein by reference. The audited combined balance sheet of the Business as of December 31, 2013 and audited combined statements of operations, comprehensive income, cash flows, and changes in parent company equity of the Business for the year ended December 31, 2013 are attached hereto as Exhibit 99.2 and incorporated herein by reference.  Unaudited condensed combined consolidated pro forma financial information as of June 30, 2014 and for the six months ended June 30, 2014 for the Company and its subsidiaries and HI and its subsidiaries are attached hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and 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 included in Item 1.01 is incorporated herein by reference.

Item 7.01 Regulation FD.

In connection with the completion of the acquisition of the Business as described in Item 2.01 above, on October 1, 2014, the Company issued a press release.  The press release is attached herewith as Exhibit 99.4 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)    Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  October 6, 2014

INDEX TO EXHIBITS

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Exhibit 10.1

Execution Version

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT

THIRTEENTH AMENDMENT, dated as of October 1, 2014 (this “Amendment”), by and among HUNTSMAN INTERNATIONAL LLC, a Delaware limited liability company (the “Borrower”), JPMORGAN CHASE BANK, N.A., as a Swing Line Lender and a Facing Agent and as Administrative Agent (in such capacity, the “Administrative Agent”) and COMMERZBANK AG, as an “Incremental Revolving Facility Lender” (in such capacity, the “2014 Incremental Revolving Lender”).

RECITALS:

WHEREAS, the Borrower, the lenders from time to time party thereto, the agents from time to time party thereto and the Administrative Agent have heretofore entered into that certain credit agreement dated as of August 16, 2005 (as heretofore amended, restated, supplemented or otherwise modified by the Consent and First Amendment to Credit Agreement dated as of December 12, 2005, the Consent and Second Amendment to Credit Agreement and Amendment to Security Documents dated as of June 30, 2006, the Third Amendment to Credit Agreement dated as of April 19, 2007, the Fourth Amendment to Credit Agreement dated as of June 22, 2009, the Fifth Amendment to Credit Agreement dated as of March 9, 2010, the Sixth Amendment to Credit Agreement dated as of March 7, 2011, the Seventh Amendment to Credit Agreement dated as of March 6, 2012, the Eighth Amendment to Credit Agreement dated as of March 11, 2013, the Ninth Amendment to Credit Agreement dated as of August 22, 2013, the Tenth Amendment to Credit Agreement dated as of October 15, 2013, the Eleventh Amendment to Credit Agreement dated as of August 12, 2014 and the Twelfth Amendment to Credit Agreement dated as of August 13, 2014 and as may be further amended, restated, supplemented or otherwise modified in accordance with its terms, the “Credit Agreement”) (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement).

WHEREAS, the Borrower has hereby notified the Administrative Agent that it is requesting an Incremental Revolving Facility pursuant to Section 2.13(a) of the Credit Agreement;

WHEREAS, pursuant to Section 2.13 of the Credit Agreement, (i) the Borrower may obtain Incremental Revolving Facilities by, among other things, entering into an Incremental Amendment with lenders providing such Incremental Revolving Facilities to effectuate an increase of the Revolving Facility, (ii) any Incremental Revolving Facility must be on identical terms and pursuant to documentation applicable to the Revolving Loans and (iii) no consent of any Lender (other than any lender providing any such Incremental Revolving Facility) is required to permit the effectiveness of any such Incremental Revolving Facility, the borrowing of Incremental Revolving Loans thereunder or to effectuate such Incremental Amendment;

WHEREAS, the Borrower has requested that the 2014 Incremental Revolving Lender provide an Incremental Revolving Facility in an aggregate principal amount equal to $25,000,000 (the “2014 Incremental Revolving Facility,” and the Incremental Revolving Loans thereunder, the “2014 Incremental Revolving Loans”); and

WHEREAS, the 2014 Incremental Revolving Lender has indicated its willingness to provide the 2014 Incremental Revolving Facility and lend the 2014 Incremental Revolving Loans on the terms and subject to the conditions of this Amendment.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.                                      Terms of 2014 Incremental Revolving Loans.  Subject to the terms and conditions set forth in Section 3, the 2014 Incremental Revolving Lender agrees to provide the 2014 Incremental Revolving Facility to the Borrower on the Thirteenth Amendment Effective Date (as defined below).  The 2014 Incremental Revolving Loans shall have terms identical to the Revolving Loans, as such terms are in effect immediately prior to the Thirteenth Amendment Effective Date.  The 2014 Incremental Revolving Loans shall be Revolving Loans for all purposes under the Credit Agreement and each other Loan Document.  Without limiting the generality of the foregoing, each reference to the “Revolving Facility” in the Loan Documents shall be deemed to include the 2014 Incremental Revolving Facility, each reference to a “Revolving Lender” in the Loan Documents shall be deemed to include the 2014 Incremental Revolving Lender, and each reference to a “Revolving Loan” or “Revolving Loans” in the Loan Documents shall be deemed to include a 2014 Revolving Loan or 2014 Revolving Loans, as applicable.

2.                                      Amendments to the Credit Agreement.

(i)                                     The definition of “Revolving Commitment” in Section 1.1 of the Credit Agreement shall be amended by (i) adding the term “and the 2014 Incremental Revolving Facility on the Thirteenth Amendment Effective Date” after “including the 2014 Revolving Commitment Increase on the Eleventh Amendment Effective Date” and (ii) replacing “$600,000,000” with “$625,000,000”.

(ii)                                  Section 1.1 of the Credit Agreement shall be amended by adding the following definitions:

A.                                    “2014 Incremental Revolving Facility” has the meaning assigned thereto in the Thirteenth Amendment.

B.                                    “Thirteenth Amendment” means the Thirteenth Amendment, dated as of October 1, 2014, among the Borrower, the Facing Agents, the Swing Line Lender, the Administrative Agent and Commerzbank AG, as 2014 Incremental Revolving Lender.

C.                                    “Thirteenth Amendment Effective Date” has the meaning assigned thereto in the Thirteenth Amendment.

3.                                      Conditions to Effectiveness.  This Amendment shall become effective on the date that the following conditions shall have been satisfied (the “Thirteenth Amendment Effective Date”):

(i)                                     Amendment Signatures. The Administrative Agent shall have received (i) this Amendment, duly executed and delivered by the Borrower, the Administrative Agent and the 2014 Incremental Revolving Lender and (ii) the Consent and Reaffirmation, in the form attached hereto as Exhibit A duly executed and delivered by the Borrower and each of the Subsidiary Guarantors.

(ii)                                  Fees and Expenses. The Borrower shall have paid, to the extent invoiced in reasonable detail at least two (2) Business Days prior to the Thirteenth Amendment Effective Date (x) the reasonable costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment and all other Loan Documents entered into in connection herewith (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with

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respect thereto) and (y) any fees payable to the 2014 Incremental Revolving Lender or any of its Affiliates in connection with the transactions contemplated by this Amendment.

(iii)                               Notes.  The Borrower shall have duly executed and delivered to the Administrative Agent a note in the form of Exhibit 2.2(a)(2) to the Credit Agreement, payable to the 2014 Incremental Revolving Lender if it has requested a note, in the amount of the 2014 Incremental Revolving Facility, which note shall be in full force and effect.

(iv)                              Opinion of Counsel.  The Administrative Agent shall have received from Latham & Watkins LLP, special counsel to the Borrower, an opinion in the form attached hereto as Exhibit B, addressed to the Administrative Agent and each of the Lenders and dated the Thirteenth Amendment Effective Date.

(v)                                 Secretary’s Certificate, Etc.  The Administrative Agent shall have received (i) a certificate as to the good standing of the Borrower and each Subsidiary Guarantor as of a recent date, from the Secretary of State of its state of organization; (ii) a certificate of the secretary or assistant secretary of the Borrower and each Subsidiary Guarantor dated on or about the Thirteenth Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of (1) the by-laws (or equivalent thereof) (or a certification that the by-laws (or equivalent thereof) have not changed since the Twelfth Amendment Effective Date) and (2) the certificate or articles of incorporation, certified as of a recent date by the Secretary of State of the applicable state of organization, in each case of the Borrower or such Subsidiary Guarantor as in effect on the Thirteenth Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below (or, if such by-laws (or equivalent thereof) or certificate or articles of incorporation have not been amended or modified since the most recent delivery thereof to the Administrative Agent, certifying that no such amendment or modification has occurred), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent thereof) of the Borrower or such Subsidiary Guarantor authorizing the execution, delivery and performance of the Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Amendment or the Consent and Reaffirmation Agreement on behalf of the Borrower or such Subsidiary Guarantor; (iii) a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (ii) above.

(vi)                              Officer’s Certificate.  The Administrative Agent shall have received a certificate, dated the Thirteenth Amendment Effective Date and signed by a Responsible Officer on behalf of the Borrower, confirming that (i) the Borrower has complied with the requirements of Section 7.11(b) of the Credit Agreement with respect to all Subsidiaries formed or acquired on or after the Twelfth Amendment Effective Date and (ii) the representations and warranties contained in Section 4 hereof are true and correct as of the Thirteenth Amendment Effective Date.

(vii)                           Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a solvency certificate from the chief financial officer or other officer with equivalent duties of the Borrower (after giving effect to the 2014 Incremental Revolving Facility on the Thirteenth Amendment Effective Date) in form and substance reasonably satisfactory to the Administrative Agent.

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4.                                      Representations and Warranties.  On and as of the Thirteenth Amendment Effective Date, before and after giving effect to the 2014 Incremental Revolving Facility, the Borrower hereby represents and warrants to each Lender as follows:

(i)                                     this Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower, in accordance with its terms, and the Credit Agreement after giving effect to this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms (in each case, except to the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law));

(ii)                                  each of the representations and warranties contained in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Thirteenth Amendment Effective Date, as though made on and as of such time, except to the extent such representations and warranties are expressly made as of a specific date, in which event such representations and warranties are true and correct as of such specified date;

(iii)                               the 2014 Incremental Revolving Facility shall rank pari passu in right of payment and of security with the Loans; and

(iv)                              immediately prior to, and after giving effect to the incurrence of the 2014 Incremental Revolving Facility, no Event of Default or Unmatured Event of Default exists.

5.                                      Post-Thirteenth Amendment Effective Date Obligation

Within 30 days after the Thirteenth Amendment Effective Date, the Administrative Agent shall have received a reasonably satisfactory opinion from Bond Dickinson LLP, local counsel to the Borrower as to matters of English law, addressed to the Administrative Agent and each of the Lenders.

6.                                      References to and Effect on the Credit Agreement.

(a)                                 On and after the Thirteenth Amendment Effective Date each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the “Credit Agreement,” “thereunder,” “thereof,” “therein,” or words of like import in respect of the Credit Agreement, as the case may be, in the Loan Documents and all other documents (the “Ancillary Documents”) delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as hereby amended.

(b)                                 Except as specifically amended above, the Credit Agreement, and the other Loan Documents and all other Ancillary Documents shall remain in full force and effect and are hereby ratified and confirmed.

(c)                                  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Credit Agreement, the Loan Documents or the Ancillary Documents.

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7.                                      Miscellaneous.

(a)                                 Execution in Counterparts.  This Amendment may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same document with the same force and effect as if the signatures of all of the parties were on a single counterpart, and it shall not be necessary in making proof of this Amendment to produce more than one (1) such counterpart.  Delivery of an executed signature page to this Amendment by telecopy or electronic (pdf) transmission shall be deemed to constitute delivery of an originally executed signature page hereto.

(b)                                 Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE.

(c)                                  Headings.  Headings used in this Amendment are for convenience of reference only and shall not affect the construction of this Amendment.

(d)                                 Integration.  This Amendment, the other agreements and documents executed and delivered pursuant to this Amendment and the Credit Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof.

(e)                                  Loan Document.  This Amendment is an Incremental Amendment contemplated by Section 2.13(d) of the Credit Agreement and shall constitute a Loan Document.

(f)                                   Binding Effect.  This Amendment shall be binding upon and inure to the benefit of and be enforceable by the Borrower and the Administrative Agent and the Lenders and their respective successors and assigns.  Except as expressly set forth to the contrary herein, this Amendment shall not be construed so as to confer any right or benefit upon any Person other than the Borrower, the Administrative Agent and the Lenders and their respective successors and permitted assigns.

(g)                                  Consent to Jurisdiction; Waiver of Jury Trial.

(i)                                     Each party hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York State court sitting in the City of New York in any action or proceeding arising out of or relating to this Amendment, and hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined in any such United States federal or New York State court and the Borrower and each Lender irrevocably waive any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions.

(ii)                                  Each of the parties hereto irrevocably waives trial by jury in any action or proceeding with respect to this Amendment or any other Loan Document.

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[Signature pages follow]

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first written above.

SIGNATURE PAGE TO
HUNTSMAN INTERNATIONAL LLC THIRTEENTH AMENDMENT

SIGNATURE PAGE TO
HUNTSMAN INTERNATIONAL LLC THIRTEENTH AMENDMENT

SIGNATURE PAGE TO
HUNTSMAN INTERNATIONAL LLC THIRTEENTH AMENDMENT

EXHIBIT A

CONSENT AND REAFFIRMATION

October 1, 2014

Reference is made to (i) the Credit Agreement dated as of August 16, 2005 (as heretofore amended, restated, supplemented or otherwise modified by the Consent and First Amendment to Credit Agreement dated as of December 12, 2005, the Consent and Second Amendment to Credit Agreement and Amendment to Security Documents dated as of June 30, 2006, the Third Amendment to Credit Agreement dated as of April 19, 2007, the Fourth Amendment to Credit Agreement dated as of June 22, 2009, the Fifth Amendment to Credit Agreement dated as of March 9, 2010, the Sixth Amendment to Credit Agreement dated as of March 7, 2011, the Seventh Amendment to Credit Agreement dated as of March 6, 2012, the Eighth Amendment to Credit Agreement dated as of March 11, 2013, the Ninth Amendment to Credit Agreement dated as of August 22, 2013, the Tenth Amendment to Credit Agreement dated as of October 15, 2013, the Eleventh Amendment to Credit Agreement dated as of August 12, 2014 and the Twelfth Amendment to Credit Agreement dated as of August 13, 2014 and as may be further amended, restated supplemented or otherwise modified in accordance with its terms, the “Credit Agreement”), by and among Huntsman International LLC, a Delaware limited liability company (the “Borrower”), JPMorgan Chase Bank, N.A., as Administrative Agent, the Agents party thereto and the Lenders party thereto and (ii) the Thirteenth Amendment to Credit Agreement (the “Thirteenth Amendment”) dated as of even date herewith, among the Borrower, the Facing Agents, the Swing Line Lender, Commerzbank AG, as the 2014 Incremental Revolving Lender and the Administrative Agent.  Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as amended by the Thirteenth Amendment, the “Amended Credit Agreement”) are used herein as therein defined.

1.                                      Each of the undersigned hereby (a) acknowledges receipt of a copy of the Thirteenth Amendment, (b) consents to and approves the execution, delivery and performance of the Thirteenth Amendment and the performance of the Credit Agreement as amended by the Thirteenth Amendment.

2.                                      After giving effect to the Thirteenth Amendment, the incurrence of the 2014 Incremental Revolving Facility and the amendments and modifications to the Loan Documents effectuated by the Thirteenth Amendment, each of the undersigned ratifies, reaffirms and agrees to perform all of its obligations under each Loan Document to which it is a party (whether as original signatory thereto, by supplement thereto, by operation of law or otherwise), and agrees that all such obligations remain in full force and effect including, without limitation, all of its obligations under each of the following Loan Documents to which it is a party:

(a)                                 the Amended Credit Agreement;

(b)                                 each Note;

(c)                                  each Security Document, including without limitation:  (i) the Collateral Security Agreement dated as of August 16, 2005, as heretofore amended, modified or supplemented (including by Supplement No. 1 to Collateral Security Agreement dated as of December 20, 2005, Supplement No. 2 to Collateral Security Agreement dated as of December 22, 2010, Supplement No. 3 to Collateral Security Agreement dated as of December 20, 2012, Second Amendment to Collateral Security Agreement dated as of October 15, 2013 and Supplement No. 4 to Collateral Security Agreement dated as of October 1, 2014) (ii) the Pledge Agreement dated

as of August 16, 2005, as heretofore amended, modified or supplemented (including by Supplement No. 1 to Pledge Agreement dated as of December 20, 2005, Supplement No. 2 to Pledge Agreement dated as of December 22, 2010, Supplement No. 3 to Pledge Agreement dated as of December 20, 2012, Second Amendment to Pledge Agreement dated as of October 15, 2013 and Supplement No. 4 to Pledge Agreement dated as of October 1, 2014), (iii) the UK Pledge Agreements, (iv) the UK Debenture, and (v) the Mortgages; and

(d)                                 each Guaranty, including, without limitation, the Subsidiary Guaranty dated as of August 16, 2005, as heretofore amended, modified or supplemented (including by Supplement No. 1 to Subsidiary Guaranty dated as of December 20, 2005, Supplement No. 2 to Subsidiary Guaranty dated as of December 20, 2005, Supplement No. 3 to Subsidiary Guaranty dated as of December 20, 2005, Supplement No. 4 to Subsidiary Guaranty dated as of December 22, 2010, Supplement No. 5 to Subsidiary Guaranty dated as of December 20, 2012, Second Amendment to Subsidiary Guaranty dated as of October 15, 2013 and Supplement No. 6 to Subsidiary Guaranty dated as of October 1, 2014).

3.                                      After giving effect to the Thirteenth Amendment and the modifications effectuated thereby, each of the undersigned, with respect to each Security Document to which it is a party (a) reaffirms and ratifies the Liens granted by the undersigned under such Security Document and (b) confirms and acknowledges that the Liens granted by the undersigned under such Security Document remain in full force and effect.

4.                                      After giving effect to the Thirteenth Amendment and the modifications effectuated thereby, each of the undersigned agrees that, from and after the Thirteenth Amendment Effective Date, each reference to “the Credit Agreement” in the Loan Documents shall be deemed to be a reference to the Amended Credit Agreement.

5.                                      Each of the undersigned agrees that this Consent and Reaffirmation is made for the benefit of the Administrative Agent, the Lenders from time to time party to the Credit Agreement and the other persons secured by any of the Security Documents (whether defined in such Security Documents as “Secured Parties” or otherwise).

6.                                      EACH OF THE UNDERSIGNED AGREES THAT THIS CONSENT AND REAFFIRMATION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned has caused this Consent and Reaffirmation to be duly executed and delivered as of the date first written above.

AIRSTAR CORPORATION

BLUEBIRD I, LLC

CHEMICAL SPECIALTIES LLC

HUNTSMAN ADVANCED MATERIALS AMERICAS LLC

HUNTSMAN ADVANCED MATERIALS LLC

HUNTSMAN AUSTRALIA HOLDINGS LLC

HUNTSMAN AUSTRALIA LLC

HUNTSMAN CHEMICAL PURCHASING LLC

HUNTSMAN ENTERPRISES LLC

HUNTSMAN ETHYLENEAMINES LLC

HUNTSMAN FUELS LLC

HUNTSMAN INTERNATIONAL FINANCIAL LLC

HUNTSMAN INTERNATIONAL FUELS LLC

HUNTSMAN INTERNATIONAL TRADING CORPORATION

HUNTSMAN MA INVESTMENT CORPORATION

HUNTSMAN MA SERVICES CORPORATION

HUNTSMAN PETROCHEMICAL LLC

HUNTSMAN PETROCHEMICAL PURCHASING LLC

HUNTSMAN PROCUREMENT LLC

HUNTSMAN PROPYLENE OXIDE LLC

HUNTSMAN PURCHASING, LTD.

By:                            Huntsman Procurement LLC, its General Partner

HUNTSMAN SURFACTANTS TECHNOLOGY CORPORATION

ROCKWOOD PIGMENTS NA, INC.

SACHTLEBEN LLC

TIOXIDE AMERICAS (HOLDINGS) LLC

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statement No. 333-144043 on Form S-3 and Registration Statement No. 333-131729 and No. 333-174086 on Form S-8 of our report dated June 9, 2014, relating to the combined balance sheet as of December 31, 2013, and the related combined statements of operations, comprehensive income, cash flows, and changes in parent company equity for the year ended December 31, 2013 of the Titanium Dioxide Pigments and Other Businesses of Rockwood Holdings, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the basis of presentation of the carve-out combined financial statements), appearing in this Current Report dated October 6, 2014 on Form 8-K of Huntsman Corporation and subsidiaries and Huntsman International LLC and subsidiaries.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

October 6, 2014

Exhibit 99.1

TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

Condensed Combined Financial Statements as of June 30, 2014 and for the Six Months Ended June 30, 2014 and 2013

(Unaudited)

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TABLE OF CONTENTS

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

CONDENSED COMBINED STATEMENTS OF OPERATIONS

(Dollars in millions)

(Unaudited)

See accompanying notes to condensed combined financial statements.

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in millions)

(Unaudited)

See accompanying notes to condensed combined financial statements.

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

CONDENSED COMBINED BALANCE SHEET

(Dollars in millions)

(Unaudited)

See accompanying notes to condensed combined financial statements.

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Dollars in millions)

(Unaudited)

See accompanying notes to condensed combined financial statements.

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

CONDENSED COMBINED STATEMENTS OF CHANGES IN PARENT COMPANY EQUITY

(Dollars in millions)

(Unaudited)

See accompanying notes to condensed combined financial statements.

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TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

Notes To Condensed Combined Financial Statements (Unaudited)

1.   BASIS OF PRESENTATION AND NEW ACCOUNTING STANDARDS:

Organization— The unaudited condensed combined financial statements include the accounts of several of Rockwood Holdings, Inc. (“Rockwood” or “Parent”) businesses, comprised of Titanium Dioxide Pigments, Color Pigments and Services, Timber Treatment Chemicals, Rubber/Thermoplastics Compounding and Water Chemistry businesses (“Titanium Dioxide Pigments and Other”), as one condensed combined company (the “Company”).

In September 2013, Rockwood announced that it entered into a definitive agreement to sell certain of its Titanium Dioxide Pigments and Other businesses to Huntsman Corporation. The businesses subject to the purchase and sale agreement constitute substantially all of the Company’s assets and liabilities and substantially all of the Company’s operations. On October 1, 2014, Rockwood completed the sale of its Titanium Dioxide Pigments and Other businesses to Huntsman Corporation. See Note 14, “Subsequent Events,” for further details.

Basis of Presentation—The unaudited condensed combined financial statements reflect the financial position, results of operations and cash flows of the Company as Rockwood was historically managing it, prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting, and have been derived from the consolidated financial statements and accounting records of Rockwood, principally from statements and records represented in the businesses described above. Under those rules, certain footnotes and other financial information that are normally required for annual financial statements can be condensed or omitted. The Company is responsible for these condensed combined financial statements, which include all normal and recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the financial position as of June 30, 2014, and the results of operations, comprehensive income (loss), cash flows and changes in parent company equity for the six months ended June 30, 2014 and 2013. Material subsequent events are evaluated through October 6, 2014, the date the condensed combined financial statements were available to be issued, and disclosed where applicable. These unaudited condensed combined financial statements and the related notes should be read in conjunction with the audited combined financial statements for the year ended December 31, 2013. Revenues, expenses, assets and liabilities can vary during each interim period of the year. Accordingly, the results and trends in these unaudited condensed combined financial statements may not be indicative of the full year results.

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. These estimates include, among other things, assessing the collectability of accounts receivable, the use and recoverability of inventory, the valuation of deferred tax assets, the measurement of the accrual for uncertain tax benefits, impairment of property, plant and equipment and other intangible assets, the accrual of environmental and legal reserves, the useful lives of tangible and intangible assets and the measurement of pension obligations, among others. Actual results could differ from those estimates. Such estimates also include the fair value of assets acquired and liabilities assumed as a result of allocations of the purchase price of business combinations consummated.

All revenue, assets and liabilities and most expenses reflected in the condensed combined financial statements are directly associated with the Company. In addition, certain general corporate overhead expenses have been allocated by Rockwood to the Company. The Company used certain underlying activity drivers as a basis of allocation, including net sales and headcount. Management believes such allocations are reasonable; however, they may not be indicative of the actual results of the Company had the Company been operating as an independent company for the periods presented or the amounts that will be incurred by the Company in the future. Actual costs that may have been incurred if the Company had been a stand-alone company for the periods presented would depend on a number of factors, including the Company’s chosen organizational structure, what functions were outsourced or performed by the Company’s employees and strategic decisions made in areas such as information technology systems and infrastructure. Note 2, “Related Party Transactions” provides further information regarding general corporate overhead allocations.

All intercompany balances and transactions have been eliminated. All significant intercompany transactions between the Company and Rockwood have been included in these condensed combined financial statements and are considered to be effectively settled for cash in the condensed combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statements of cash flows as a financing activity and in the condensed combined balance sheet as “Parent company investment.”

Rockwood uses a centralized approach to cash management and financing of operations. The majority of the Company’s subsidiaries are party to Rockwood’s cash concentration arrangements with four financial institutions to maximize the availability of cash for general operating and investing purposes. Under two of the cash concentration arrangements, cash balances are swept daily from the Company’s accounts, whose owners are party to the arrangements into Rockwood’s concentration accounts. Cash transfers to and from Rockwood’s

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cash concentration accounts and the resulting balances at the end of each reporting period are reflected in “Parent company investment” in the equity section on the condensed combined balance sheet.

Rockwood’s third-party debt, and the related interest expense, has not been allocated to the Company for any of the periods presented as the Company was not the legal obligor of the debt and Rockwood’s borrowings were not directly attributable to the Company’s business.

The Company’s noncontrolling interest represents the total of the noncontrolling party’s interest in certain investments (principally the Titanium Dioxide Venture and the Viance joint venture) that are combined but less than 100% owned. See Note 2, “Related Party Transactions,” for details regarding Rockwood’s acquisition of Kemira’s 39% interest in the Titanium Dioxide venture in February 2013.

Unless otherwise noted, all balance sheet items as of June 30, 2014 which are denominated in Euros are converted at the June 30, 2014 exchange rate of €1.00 = $1.3692. For the six months ended June 30, 2014 and 2013, the average rate of exchange of the Euro to the U.S. dollar is $1.3711 and $1.3131, respectively.

Recently Issued Accounting Standards:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that changes the criteria for reporting discontinued operations. Under the new guidance, only disposals representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results should be presented as discontinued operations. Examples of these include disposals of a major geographic area, a major line of business or a major equity method investment. In addition, the new guidance requires expanded disclosures about discontinued operations, as well as requiring disclosure of pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. This ASU is effective for the Company in its first quarter beginning January 1, 2015 and is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) issued their final standard on revenue from contracts with customers. The standard, issued as an ASU by the FASB and as International Financial Reporting Standards 15 by the IASB, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective for the Company in its first quarter beginning January 1, 2017 and is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2014, the FASB issued an ASU that clarified that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target is met. This ASU is effective for the Company in its first quarter beginning January 1, 2016 and is not expected to have a material impact on the Company’s consolidated financial statements.

2.   RELATED PARTY TRANSACTIONS:

Trade Activity

In the ordinary course of business, the Company has engaged in transactions with certain related parties. The Company had sales to Rockwood and its affiliates of $1.1 million and $3.8 million for the six months ended June 30, 2014 and 2013, respectively. Purchases from Rockwood and its affiliates, primarily related to insurance, were $13.3 million and $11.1 million for the six months ended June 30, 2014 and 2013, respectively. The Company had amounts due from Rockwood and its affiliates of $0.5 million as of June 30, 2014 and amounts due to Rockwood and its affiliates of $2.2 million as of June 30, 2014.

Allocation of General Corporate Overhead

These condensed combined statements of operations include expense allocations for certain expenses related to centralized functions historically provided to the Company by Rockwood, including general expenses related to centralized functions such as executive oversight, risk management, information technology, treasury, tax, legal, human resources, internal and external audit and accounting. These allocations are based on specific identification, the percentage of the Company’s net sales and headcount to the respective total Rockwood net sales and headcount. These allocations are reflected in selling, general and administrative expenses in these condensed combined statements of operations and totaled $14.6 million and $10.5 million for the six months ended June 30, 2014 and 2013,

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respectively. Further discussion of allocations is included in Note 1,”Basis of Presentation and New Accounting Standards.”

Parent Company Equity

The majority of the Company’s subsidiaries are party to Rockwood’s cash concentration arrangements with four financial institutions to maximize the availability of cash for general operating and investing purposes. Under two of the cash concentration arrangements, cash balances are swept daily from the Company’s accounts into Rockwood’s concentration accounts. As of June 30, 2014, the Company’s payable to Rockwood resulting from the cash concentration arrangements was $127.1 million. The resulting payable to Rockwood at the end of each reporting period are reflected in “Parent company investment” in the equity section on the condensed combined balance sheet.

In addition to cash concentration arrangements, the net transfers to and from Rockwood were general financing activities, cash transfers for acquisitions, investments and various allocations from Rockwood. The total net effect of the settlement of these intercompany transactions is reflected in the condensed combined statements of cash flows as a financing activity. Intercompany funding with Rockwood and related interest expense has not been reflected in the condensed combined financial statements and are included as a component of “Parent company investment” in the condensed combined balance sheet.

Titanium Dioxide Venture

On February 15, 2013, Rockwood acquired Kemira’s 39% interest in the Titanium Dioxide Venture for a purchase price of €97.5 million ($130.3 million based on the rate in effect on the date of purchase). As a result, Rockwood now owns 100% of the Titanium Dioxide Venture. The acquisition of Kemira’s 39% interest is shown as a component of “Parent company investment” in the Company’s condensed combined balance sheet.

Viance Joint Venture

In conjunction with the formation of the Viance joint venture between CSI and Dow, Viance entered into certain related party transactions. Viance does not own manufacturing facilities, and as a result, relies on the members of the joint venture to provide substantially all production requirements. In addition, the members sell products to Viance.

3.   VARIABLE INTEREST ENTITIES:

Titanium Dioxide Venture

The Company formed a Titanium Dioxide Pigments venture with Kemira in September 2008. The Company previously owned 61% of the venture and consolidated it based on the “voting interest” model given its majority ownership and ability to control decision making. On February 15, 2013, the Company acquired Kemira’s 39% interest in the Titanium Dioxide Pigments venture for a purchase price of €97.5 million ($130.3 million based on the rate in effect on the date of purchase). The increase in ownership was accounted for as an equity transaction. As a result, the Company owns 100% of the Titanium Dioxide Pigments business. In conjunction with this venture, there is a power plant that was previously determined to be a variable interest entity (“VIE”). Subsequent to the purchase of Kemira’s 39% interest, the power plant will continue to be a VIE.

Viance Joint Venture

The Viance joint venture provides an extensive range of advanced wood treatment technologies and services to the global wood treatment industry. The Company has concluded that it is the primary beneficiary of Viance and as such has combined the joint venture. This conclusion was made as the Company has the obligation to absorb losses of Viance that could potentially be significant to Viance and/or the right to receive benefits from Viance that could potentially be significant to Viance. In addition, the Company has the power to direct the activities of Viance that most significantly impact Viance’s performance, as Viance does not own manufacturing facilities. As a result, Viance primarily relies on the Company to provide product and distribution requirements through a supply agreement.

As of June 30, 2014, no combined assets of the Company were pledged as collateral for any obligations of Viance and the general creditors of Viance had no recourse against the Company. Viance’s assets can only be used to settle direct obligations of Viance.

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The carrying values of the assets and liabilities of the Viance joint venture included in the condensed combined balance sheet are as follows:

4.   FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS:

Financial instruments include accounts receivable, accounts payable, debt instruments and derivatives. Due to their short term maturity, the carrying amount of receivables and payables approximates fair value. The Company has exposure to market risk from changes in interest rates. As a result, certain derivative financial instruments may be used when available on a cost-effective basis to hedge the underlying economic exposure. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognized in earnings as they occur. Derivative financial instruments are not used for trading purposes.

The Company follows a fair value measurement hierarchy to measure assets and liabilities. The Company did not have any liabilities measured at fair value on a recurring basis as of June 30, 2014. In addition, the Company measures its pension plan assets at fair value (see Note 12, “Employee Benefit Plans,” in the Company’s audited combined financial statements for the year ended December 31, 2013 for further details). The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy as follows:

Level 1 —     Inputs are unadjusted quoted market prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 —     Inputs are directly or indirectly observable, which include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. The fair values of derivatives are based on quoted market prices from various banks for similar instruments. The valuation of these instruments reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward curves.

Level 3 —     Inputs are unobservable inputs that are used to measure fair value to the extent observable inputs are not available. The Company does not have any recurring financial assets or liabilities that are recorded on its condensed combined balance sheet as of June 30, 2014 that are classified as Level 3 inputs.

Interest Rate Swaps Not Designated as Hedging Instruments

As a result of the repayment of all borrowings under the Titanium Dioxide facility agreement in March 2013, the Titanium Dioxide Venture terminated the outstanding interest rate swaps, resulting in a payment of €3.0 million ($3.9 million based on exchange rates in effect on the date of transaction). A gain of $0.9 million related to the interest rate swaps was recognized in interest expense for the six months ended June 30, 2013. See Note 4, “Financial Instruments and Fair Value Measurements,” in the Company’s audited combined financial statements for the year ended December 31, 2013 for further details.

Note Receivable

The Company has a non-interest bearing note receivable from its former Titanium Dioxide Venture partner in the amount of $29.4 million that is due in August 2028 with a carrying value of $7.7 million in other assets in the condensed combined balance sheet as of June 30, 2014. Interest is imputed at an effective rate of 8.96%. The fair value of the note receivable is approximately $13.9 million as of June 30, 2014, and is categorized as Level 3 in the fair value hierarchy. The fair value is determined based on an internally developed valuation that uses current interest rates in developing a present value of the receivable.

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5.   INVENTORIES:

Inventories are comprised of the following:

6.   INTANGIBLE ASSETS, NET:

Amortization of other intangible assets was $13.6 million and $12.7 million for the six months ended June 30, 2014 and 2013, respectively.

Goodwill — The Company does not have any goodwill recorded as of June 30, 2014, as it recorded a full impairment charge of $642.3 million in the fourth quarter of 2008.

7.   LONG-TERM DEBT:

Long-term debt is summarized as follows:

For further details of the terms of the Company’s long-term debt, see Note 8, “Long-Term Debt,” in the Company’s audited combined financial statements for the year ended December 31, 2013.

8.   INCOME TAXES:

During the periods presented, the Company’s U.S. legal entities did not file separate U.S. federal tax returns, as their operating results were included in the Rockwood consolidated U.S. federal tax return with other Rockwood entities. The Company does file separate foreign and state income tax returns for its legal entities except in one jurisdiction and two states where they are required to be included in a tax grouping of other Rockwood entities. The income tax provisions included in these condensed combined financial statements were calculated using the separate return basis, as if the Company was a separate taxpayer. With the exception of certain dedicated entities, the Company did not maintain taxes payable to/from its parent and is deemed to settle the annual current tax balances

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immediately with the legal tax-paying entities in the respective jurisdictions. These settlements are reflected as changes in “Parent Company Investment” within equity in the condensed combined balance sheet.

The effective tax rate was 54.7% and 15.8% for the six months ended June 30, 2014 and 2013, respectively. The income tax rate for the six months ended June 30, 2014 was higher than the U.S. statutory rate of 35% primarily due to an increase in the valuation allowance of 34.2%, primarily in Germany and the U.S., partially offset by a beneficial foreign earnings mix of (14.5)%, primarily in Finland, Germany and the U.K.

The income tax rate for the six months ended June 30, 2013 was lower than the U.S. statutory rate of 35% primarily due to a foreign earnings mix of (13.4)% primarily in Finland, Germany and the U.K., as well as an increase in the valuation allowance of (5.8)% on a loss before taxes, primarily in the U.S.

A table reflecting the activity in the valuation allowance is as follows:

The unrecognized tax benefits of $4.4 million as of June 30, 2014 would, if recognized, benefit the effective tax rate.

The Company is currently under audit in certain jurisdictions and during the next twelve months, it is reasonably possible that resolution of these audits could result in no change. Audit outcomes and the timing of audit settlements are subject to significant uncertainty.

9.   STOCK-BASED COMPENSATION:

The aggregate compensation cost for restricted stock units and Board of Director stock grants recorded under the stock-based compensation plans was $0.7 million and $1.2 million for the six months ended June 30, 2014 and 2013, respectively. The total tax benefit recognized related to stock awards was $0.2 million and $0.3 million for the six months ended June 30, 2014 and 2013, respectively.

For further details of the terms of the Company’s stock-based compensation plans, see Note 11, “Stock-Based Compensation,” in the Company’s audited combined financial statements for the year ended December 31, 2013.

10.   EMPLOYEE BENEFIT PLANS:

The following table represents the net periodic benefit cost of defined benefit pension plans:

The Company also sponsors and participates in various defined contribution and multi-employer plans. The expense for the defined contribution plans was $1.9 million and $1.8 million for the six months ended June 30, 2014 and 2013, respectively. The expense for the multi-employer plans was $1.6 million and $1.4 million for the six months ended June 30, 2014 and 2013, respectively.

11.   RESTRUCTURING AND OTHER SEVERANCE COSTS:

The Company records restructuring liabilities that represent charges incurred in connection with consolidations and cessations of certain of its operations, including operations from acquisitions, as well as headcount reduction programs. These charges consist primarily of severance and facility/entity closure costs. Severance charges are based on various factors including the employee’s length of service,

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contract provisions, salary levels and local governmental legislation. At the time a related charge is recorded, the Company calculates its best estimate based upon detailed analysis. Although significant changes are not expected, actual costs may differ from these estimates.

The following table provides the restructuring and other severance costs for the six months ended June 30, 2014 and 2013:

For the six months ended June 30, 2013, the restructuring charges primarily relate to severance and facility closure costs in connection with the future consolidation of the Color Pigments and Services business and severance costs in the Titanium Dioxide Pigments business.

All restructuring actions still in progress as of June 30, 2014 are expected to be substantially complete within the next twelve months, except for severance and facility closure costs in connection with the future consolidation of the Color Pigments and Services business. However, payouts of certain liabilities resulting from these actions will take place over several years. There are no significant future costs related to open restructuring plans remaining. Selected information for outstanding liabilities from recent restructuring actions is as follows:

12.   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):

Changes in accumulated other comprehensive income (loss) are as follows:

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The amounts reclassified from accumulated other comprehensive income into net income are as follows:

(a)               These accumulated other comprehensive income components are included in the computation of net periodic pension costs that are recorded in costs of products sold and selling, general and administrative expenses in the condensed consolidated statements of operations.

13.   COMMITMENTS, CONTINGENCIES AND GUARANTEES:

Legal Proceedings—The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, regulatory and environmental matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the ultimate outcome of any litigation or the potential for future litigation.

Although the Company expects to continue to pay legal fees in connection with the above matters, other legal actions, such as chromated copper arsenate, and other product liability matters, such as certain high purity color pigments, based on currently available facts, the Company does not believe that any individual action will have a material adverse effect on its financial condition, results of operations or cash flows. Reserves in connection with known product liability matters equaled $0.7 million as of June 30, 2014. The Company’s reserve estimates are based on available facts, including damage claims and input from its internal and external legal counsel, past experience, and, in some instances where defense costs are being paid by its insurer, known or expected insurance recoveries. The Company is unable to estimate the amount or range of any potential incremental charges should facts and circumstances change and may in the future revise its estimates based on new information becoming available. Further, the Company cannot predict the outcome of any litigation or the potential for future litigation.

Indemnity Matters—The Company is indemnified by third parties in connection with certain matters related to acquired businesses. Although the Company has no reason to believe that the financial condition of those parties who may have indemnification obligations to the Company is other than sound, in the event the Company seeks indemnity under any of these agreements or through other means, there can be no assurance that any party who may have obligations to indemnify the Company will adhere to their obligations and the Company may have to resort to legal action to enforce its rights under the indemnities. In cases where the Company’s indemnification claims to such third parties are uncontested, the Company expects to realize recoveries within the short term.

In the opinion of management, and based upon information currently available, the ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s financial condition, results of operations or cash flows.

Guarantees—The Company’s U.S. Entities, along with certain other Rockwood Specialties Group, Inc. (“RSGI”) U.S. subsidiaries, are guarantors of RSGI’s obligation under the terms of the indenture related to the $1.25 billion of 4.625% senior notes due in 2020 (“Notes”).

Rockwood and the Company intend to obtain releases from these guarantees in connection with the divestiture of the Company.

The indenture governing the Notes contain various affirmative and restrictive covenants which limit the ability of RSGI and the Company, subject to certain exceptions, to incur or guarantee additional indebtedness, make investments and other restricted payments, create liens, sell assets, engage in certain transactions with certain affiliates, and merge or consolidate with other companies or sell substantially all of our assets. In addition, RSGI is subject to further limitations on its ability to pay dividends or make other distributions (limited to $600 million, plus additional amounts subject to satisfying certain leverage ratios).

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Safety, Health and Environmental Matters

For further details of the Company’s Safety, Health and Management Systems, SHE Capital Expenditures and Regulatory Developments, see Note 15, “Commitments, Contingencies and Guarantees,” in the Company’s audited combined financial statements for the year ended December 31, 2013.

Environmental Reserves

Environmental laws have a significant effect on the nature and scope of any clean-up of contamination at current and former operating facilities, the costs of transportation and storage of chemicals and finished products and the costs of the storage and disposal of wastes.

In addition, “Superfund” statutes in the United States as well as statutes in other jurisdictions impose strict, joint and several liability for clean-up costs on the entities that generated waste and/or arranged for its disposal at contaminated third party sites, as well as the past and present owners and operators of contaminated sites. All responsible parties may be required to bear some or all clean-up costs regardless of fault, legality of the original disposal or ownership of the disposal site.

The following table provides a list of the Company’s present and former facilities with environmental contamination or reclamation obligations for which the Company has reserved for as of June 30, 2014:

(a)               The Company is currently operating groundwater monitoring and/or remediation systems at these locations.

(b)               The Company is currently conducting investigations into additional possible soil and/or groundwater contamination at these locations.

(c)                The Company has land restoration obligations generally relating to landfill activities at these locations.

The Company is also responsible for environmental matters at some of its former off-site disposal locations owned by third parties. These sites are considered Superfund sites as defined by the EPA or state regulatory authority.

Although the Company cannot provide assurances in this regard, the Company does not believe that these issues will have a material adverse effect on its financial condition, results of operations or cash flows. Nonetheless, the discovery of contamination arising from present or historical industrial operations at some of the Company’s or its predecessor’s former and present properties and/or at sites where the Company and its predecessor disposed wastes could expose the Company to cleanup obligations and other damages in the future.

The Company has established financial reserves relating to anticipated environmental cleanup obligations, site reclamation and remediation and closure costs, which are reviewed at least quarterly based on currently available information. Liabilities are recorded when potential liabilities are either known or believed to be probable and can be reasonably estimated. In the event that the Company establishes a financial reserve in connection with site remediation costs, the Company records a reserve for the estimated cost of the remediation, even though the costs of the remediation will likely be spread out over many years. The Company does not include unasserted claims in its reserves.

The Company’s liability estimates are based upon available facts, existing technology, indemnities from third parties, past experience

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and, in some instances, insurance recoveries where the remediation costs are being paid by its insurers, and are generated by several means, including State-mandated schedules, environmental consultants and internal experts, depending on the circumstances. On a combined basis, the Company has accrued $23.9 million for environmental liabilities as of June 30, 2014, most of which were classified as other non-current liabilities in the condensed combined balance sheet. Included in the environmental liabilities are reclamation obligations of $7.9 million as of June 30, 2014. These obligations primarily relate to post-closure reclamation of landfills and manufacturing sites.

The remaining environmental liabilities ($16.0 million as of June 30, 2014), represent remediation obligations. The Company estimates that the potential range for such environmental matters (excluding reclamation obligations) as of June 30, 2014 is from $16.0 million to $32.8 million. Of these accruals, $6.4 million as of June 30, 2014, represent liabilities discounted using discount rates ranging from 5.5% to 7.0%, with the undiscounted amount of these reserves being $9.7 million for both periods.

The Company’s remediation liabilities are payable over periods of up to 30 years. At a number of the sites described above, the extent of contamination has not yet been fully investigated or the final scope of remediation is not yet determinable and could potentially affect the range. For the six months ended June 30, 2014, the Company recorded charges of $0.2 million to increase its environmental liabilities and made payments of $0.8 million for reclamation and remediation costs, which reduced its environmental liabilities. For the six months ended June 30, 2014, the recurring cost of managing hazardous substances for ongoing operations is $22.4 million.

The Company believes these accruals are adequate based on currently available information. The Company may incur losses in excess of the amounts accrued; however, based on currently available information, it does not believe the additional amount of potential losses would have a material adverse effect on its business or financial condition, but may have a material adverse effect on the results of operations or cash flows in any given quarterly or annual reporting period. The Company does not believe that any known individual environmental matter would have a material adverse effect on its financial condition, results of operations or cash flows. The Company is unable to estimate the amount or range of any potential incremental charges should facts and circumstances change and may in the future revise its estimates based on new information becoming available.

In the event that manufacturing operations are discontinued at any of the Company’s facilities with known contamination, regulatory authorities may impose more stringent requirements on the Company including soil remediation. The Company does not contemplate any such action occurring in the foreseeable future, as these facilities’ remaining lives are not known. Given the indeterminate useful life of these facilities and the corresponding indeterminate settlement date of any soil remediation obligations, the Company does not have sufficient information to estimate a range of potential settlement dates for its obligations. Consequently, the Company cannot employ a present value technique to estimate fair value and, accordingly, has not accrued for any environmental-related costs to remediate soil at these facilities.

14.   SUBSEQUENT EVENTS:

On October 1, 2014, Rockwood completed the sale of its Titanium Dioxide Pigments and Other businesses to Huntsman Corporation for an enterprise value of $1.275 billion, including the assumption of $225 million in pension obligations and subject to certain post-closing adjustments.

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Exhibit 99.2

TITANIUM DIOXIDE PIGMENTS AND OTHER BUSINESSES OF ROCKWOOD HOLDINGS, INC.

Combined Financial Statements as of December 31, 2013 and for the Year Ended December 31, 2013, and Independent Auditors’ Report

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