WYNYARD, UK, May 15, 2023
/PRNewswire/ -- Venator Materials PLC ("Venator" or the "Company")
(NYSE: VNTR), a global manufacturer and marketer of chemical
products, announces that it has reached an agreement with the
overwhelming majority of its lenders and noteholders on the terms
of a comprehensive recapitalization plan. The agreement will
equitize nearly all of the Company's funded debt, strengthen its
balance sheet and facilitate an infusion of new capital, which will
position the Company for future growth and success.
The recapitalization will be implemented through a prepackaged
Chapter 11 process in the United
States and will be financed by a debtor-in-possession
("DIP") financing facility, which includes a commitment for
$275 million in new-money financing
from the Company's supporting creditors. Following approval by the
Court, the DIP financing, together with cash on hand and cash
generated from ongoing operations, is expected to provide
substantial liquidity to support Venator throughout the
recapitalization process and beyond.
Venator's businesses are expected to continue to operate as
normal for the duration of the process, and Venator expects to
continue to pay wages and benefits to its global workforce, and to
pay all trade partners in the ordinary course. Throughout the
court-supervised Chapter 11 process, Venator will remain in
possession and control of its assets, retain its existing
management team and board of directors, and gain access to the
array of tools available under Chapter 11 to position the company
for long-term sustainable growth.
Simon Turner, President and Chief
Executive Officer of Venator, said: "The agreement we have
reached with our lenders on a recapitalization plan will
significantly reduce Venator's debt burden and place the Company on
a sound financial footing, which will enable us to deliver on our
strategy and capitalize on future growth opportunities. We have
faced unprecedented economic headwinds, including significantly
lower product demand and higher raw material and energy costs in
the second half of 2022, but Venator's management, alongside our
advisors, has worked tirelessly to assess all viable options
available to us to ensure the long-term sustainable success of the
Company."
Venator commenced solicitation for votes on its prepackaged
Chapter 11 plan, and expects to complete its Chapter 11 process
within approximately two months.
Venator expects to be delisted by the New York Stock Exchange in
accordance with its rules. Venator common shares will, however,
continue to trade in the over-the-counter marketplace throughout
the duration of the Chapter 11 process. The shares are proposed to
be cancelled as part of Venator's restructuring.
In connection with the prepackaged Chapter 11 and
recapitalization process, Venator is assisted by Moelis &
Company and Kirkland & Ellis as respective financial and legal
advisors, in addition to Alvarez & Marsal as operational
advisor, and has asked the Court for authority to employ Epiq
Corporate Restructuring, LLC as claims, noticing, and solicitation
agent. Additional information may be found at:
https://dm.epiq11.com/venator
About Venator
Venator is a global manufacturer and
marketer of chemical products that comprise a broad range of
pigments and additives that bring color and vibrancy to buildings,
protect and extend product life, and reduce energy consumption. We
market our products globally to a diversified group of industrial
customers through two segments: Titanium Dioxide, which consists of
our TiO2 business, and Performance Additives, which
consists of our functional additives, color pigments and timber
treatment businesses. Based in Wynyard, U.K., Venator employs approximately
2,800 associates and sells its products in more than 106
countries.
Social Media:
Twitter:
www.twitter.com/VenatorCorp
Facebook: www.facebook.com/venatorcorp
LinkedIn: www.linkedin.com/company/venator-corp
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements contained in this press
release constitute "forward-looking statements" within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. These
forward- looking statements represent Venator's expectations or
beliefs concerning future events, and it is possible that the
expected results or outcomes described in this press release will
not be achieved. These forward looking statements are subject to
risks, uncertainties and other factors, many of which are outside
of Venator's control, that could cause actual results or outcomes
to differ materially from the results or outcomes discussed in the
forward looking statements, including, without limitation,
statements regarding: the effects of any agreement or restructuring
support agreement between Venator and its lenders and noteholders,
including Venator's ability to reduce its debt, strengthen its
balance sheet and facilitate an infusion of new capital; the effect
of the bankruptcy process under chapter 11 of the United States
Bankruptcy Code (the "Chapter 11 process") on the implementation of
any restructuring transactions pursuant to the restructuring
support agreement (the "Restructuring Transactions") and the
interests of various constituents, including the holders of our
ordinary shares; the length of time and the ability to complete a
financial restructuring (the "Restructuring"), including a
restructuring or cancellation of our existing debt, existing equity
interests, and certain other obligations; Venator's ability to
continue as a going concern; the ability of Venator to continue to
operate in the ordinary course of business while the Restructuring
and Chapter 11 process are pending and without disruptions to
relationships with suppliers, customers, employees and other third
parties and regulatory authorities; potential adverse effects of
the Restructuring and Chapter 11 process on Venator's liquidity,
results of operations or business prospectus; the availability of
sufficient liquidity or operating capital during the pendency of
the Chapter 11 process; Venator's expected position and ability to
improve long-term capital structure and address its debt service
obligations following the completion of the Restructuring and
Chapter 11 process; Venator's ability to maintain the listing of
its ordinary shares on the New York Stock Exchange or another stock
exchange during or following the Chapter 11 process; Venator's
ability to obtain timely approval by the bankruptcy court with
respect to the motions filed in connection with the Chapter 11
process; the risks associated with third party motions during the
Chapter 11 process and objections to Venator's Restructuring or
other pleadings filed that could protract the Chapter 11 process or
prevent the consummation of the Restructuring Transactions or an
alternative Restructuring; the volatility in the price of our
ordinary shares, including as a result of the Restructuring
Transactions, the Chapter 11 process or any over-the-counter
marketplace trading; increased administrative and legal costs
related to the Restructuring Transactions and the Chapter 11
process; litigation and inherent risks involved in a Restructuring
or bankruptcy process our potential need to continue to engage with
shareholders and debtholders with respect to our capital structure
and the Restructuring Transactions; our potential need to seek
additional strategic alternatives, including by raising additional
equity capital or debt, by reducing or delaying our business
activities, by initiating reductions in force, by selling assets,
by Restructuring, refinancing, purchasing, repaying or otherwise
retiring our outstanding debt; our ability to remain compliant with
all covenants in our existing and new debt; employee attrition and
Venator's ability to retain senior management and other key
personnel due to the distractions and uncertainties in connection
with the Restructuring Transactions; Venator's ability to comply
with the restrictions imposed by the terms and conditions of any
new money financing arrangements; the volatile global economic
conditions and a downturn in the worldwide economy due to
inflation, geopolitics, changes in raw material and energy prices;
interruptions in raw materials and energy supply; economic and
other impacts from the military conflict in Ukraine and the economic sanctions imposed due
to the conflict; the impacts of global health crises and the
measures put in place by governments in response; our ability to
maintain sufficient working capital; the costs associated with site
closures; the execution, impact or timing of our cost reduction
programs and initiatives and risks related to local law
requirements in various jurisdictions; our ability to realize
financial and operational benefits from our cost reduction program
and operational improvement plans and initiatives; industry
production capacity and operating rates; the supply demand balance
for our products and that of competing products; pricing pressures;
technological developments; legal claims by or against us; changes
in government regulations, including increased manufacturing,
labeling and waste disposal regulations and the classification of
TiO2 as a carcinogen in the EU; management of materials resulting
from our manufacturing process, including the ability to develop
commercial markets in the regions in which we manufacture and our
ability to dispose of these materials if necessary; the impacts of
increasing climate change regulations; geopolitical events;
cyberattacks; and public health crises
Any forward-looking statement speaks only as of the date on
which it is made, and, except as required by law, Venator does not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise. New factors emerge from time to time, and it is not
possible for Venator to predict all such factors. When considering
these forward-looking statements, you should keep in mind the risk
factors and other cautionary statements and uncertainties described
from time to time in the documents that Venator files with the SEC,
including Venator's Annual Report on Form 20-F for the year ended
December 31, 2022. The risk factors
and other factors noted therein could cause results, outcomes,
expectations and projections to differ materially from those
contained in any forward-looking statement.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/venator-reaches-comprehensive-agreement-to-enter-prepackaged-chapter-11-to-significantly-reduce-debt-and-promptly-emerge-positioned-for-long-term-growth-301824354.html
SOURCE Venator Materials PLC