Item 1.01
Entry into a Material Definitive Agreement.
Underwriting Agreement
On November 29, 2017, Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and Huntsman (Holdings) Netherlands B.V., a private limited liability company (
besloten vennootschap met beperkte aansprakelijkheid
) incorporated under the laws of the Netherlands (the “Selling Shareholder”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the offer and sale of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”). The Underwriting Agreement provides for the offer and sale by the Selling Shareholder, and purchase by the Underwriters (the “Offering”), of 21,764,800 Ordinary Shares at a price to the public of $22.50 per Ordinary Share. Pursuant to the Underwriting Agreement, the Selling Shareholder granted the Underwriters a 30-day option to purchase up to an aggregate of 3,264,720 additional Ordinary Shares. The material terms of the Offering are described in the prospectus, dated November 29, 2017 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 1, 2017, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-221756), initially filed by the Company on November 27, 2017 (the “Registration Statement”).
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Shareholder have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of those liabilities.
The Offering closed on December 4, 2017. The Company will not receive any proceeds from the Offering. As described in the Prospectus, the Selling Shareholder will receive gross proceeds of approximately $471,343,950.
As more fully described under the caption “Underwriting” in the Prospectus, certain of the Underwriters and their respective affiliates have engaged in, and may in the future engage in, various investment banking and other commercial dealings in the ordinary course of business with the Company and its affiliates, for which they have received or may in the future receive customary fees and commissions.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.