As filed with the U.S. Securities and Exchange
Commission on February 2, 2024
Registration No. 333-238699
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1 to
Form S-3
Registration Statement
UNDER THE SECURITIES ACT OF 1933
Venator Materials PLC
(Exact name of registrant as specified in its
charter)
England and
Wales |
98-1373159 |
(State or other Jurisdiction
of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
Titanium House, Hanzard
Drive, Wynyard Park,
Stockton-On-Tees, TS22
5FD, United Kingdom
(Address of principal executive offices, including zip code)
Venator Materials
2017 Stock Incentive
Plan
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Simon Turner
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 091
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
Julia Danforth
Mathieu Kohmann
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
Approximate date of commencement of proposed
sale to the public: Not applicable
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box: ¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box: ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
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¨ |
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
DEREGISTRATION OF SECURITIES
Venator Materials PLC, a public limited company
organized under the laws of England and Wales (the “Company”), is filing this post-effective amendment (the “Post-Effective
Amendment”) to deregister all securities unsold under the Registration Statement on Form S-3 (Reg. No. 333-238699),
filed on May 26, 2020 (the “Registration Statement”), registering up to 52,118,568 ordinary shares of the Company
(the “Ordinary Shares”) (note that the number of shares listed below do not take into account corporate actions, such
as stock splits, taken in the interim). On May 14, 2023, the Company and certain of its direct and indirect subsidiaries (together
with the Company, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under
chapter 11 of title 11 of the United States Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”). On July 25, 2023, the Bankruptcy Court entered an order confirming
the Joint Prepackaged Plan of Reorganization of Venator Materials PLC and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy
Code (as subsequently amended, the “Plan”). On October 12, 2023, the Company filed a Notice of Occurrence
of the Effective Date of the Joint Prepackaged Plan of Reorganization of Venator Materials PLC and its Debtor Affiliates Pursuant to Chapter
11 of the Bankruptcy Code (Further Technical Modifications), upon which the Plan became effective in accordance with its terms and the
Debtors emerged from Chapter 11.
As a result of the Chapter 11 Cases and the Company’s
emergence from Chapter 11, the Company has terminated all offerings of Ordinary Shares pursuant to the Registration Statement. In accordance
with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment,
any of the securities that had been registered for issuance that remain unsold at the termination of the offerings, the Company hereby
removes from registration all such Ordinary Shares that are registered but unsold under the Registration Statement, if any. The Registration
Statement is hereby amended, as appropriate, to reflect the deregistration of such Ordinary Shares, and the Company hereby effectuates
the termination of the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (the “Act”), the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wynyard, United Kingdom, on February 2, 2024.*
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VENATOR MATERIALS PLC |
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By: |
/s/ Simon Turner |
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Name: |
Simon Turner |
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Title: |
Chief Executive Officer, President and Director (Principal Executive Officer) |
* No other person is required to sign this Post-Effective Amendment
to the Registration Statement in reliance upon Rule 478 under the Act.
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