Huntsman Corporation (NYSE:HUN) Files An 8-K Entry into a Material Definitive Agreement

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Huntsman Corporation (NYSE:HUN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.

On August8, 2017, Venator Materials PLC (“Venator”), formerly a wholly-owned subsidiary of Huntsman Corporation (“Huntsman”) and Huntsman’s wholly-owned subsidiary Huntsman International LLC, completed its initial public offering of 26,105,000 ordinary shares, par value $0.001 per share, which includes 3,405,000 ordinary shares issued upon the exercise in full by the underwriters of their option to purchase additional shares, at a public offering price of $20.00 per share (the “IPO”). All of such ordinary shares were sold by Huntsman and Venator did not receive any proceeds from the offering. Venator’s ordinary shares began trading on The New York Stock Exchange under the symbol “VNTR” on August3, 2017. Following the IPO, Huntsman owns approximately 75% of Venator’s outstanding ordinary shares.

The material terms of the IPO are described in the prospectus, dated August2, 2017, filed by Venator with the Securities and Exchange Commission (the “SEC”) on August4, 2017, which forms a part of Venator’s Registration Statement on FormS-1 (File No.333-217753).

In connection with the IPO and the Separation (as defined below), Venator entered into new financing arrangements and incurred new debt as described in greater detail under Item 2.03 below, the proceeds of which were used to repay intercompany debt obligations to Huntsman. Huntsman used the net proceeds of $732 million from the Venator debt distribution and the net IPO proceeds of approximately $475 million, excluding anticipated taxes, to pay in full its remaining 2015 Extended Term Loan B due in 2019 of $106 million, to repay in full the 2021 Term Loan B of $347 million due 2023, and to repay $754 million of the 2023 Term Loan B due 2023. The reduction of $1.2 billion in Huntsman’s debt will reduce annual cash interest expense by approximately $45 million on an annual basis.

In connection with the IPO and the related separation (the “Separation”) of the Titanium Dioxide and Performance Additives business now owned by Venator (the “Titanium Dioxide and Performance Additives business”) from Huntsman’s other businesses, Huntsman and Venator entered into certain agreements that govern various interim and ongoing relationships between the parties, each of which is summarized below. The following descriptions of each of the agreements are qualified in their entirety by reference to the full text of each agreement, each of which is attached as an Exhibitto this Current Report on Form8-K and incorporated in this Item 1.01 by reference. Unless the context herein otherwise requires, references to Huntsman include, as applicable, subsidiaries of Huntsman other than Venator and its subsidiaries.

Separation Agreement

On August7, 2017, Huntsman entered into a separation agreement (the “Separation Agreement”) with Venator to facilitate the Separation. Generally, the Separation Agreement includes the agreements of Huntsman and Venator on the steps taken to complete the Separation, including the assets and rights transferred, liabilities assumed or retained, contracts assigned and related matters. As a result of the Separation, Venator owns all of the assets primarily related to the Titanium Dioxide and Performance Additives business, including the assets reflected on the Venator balance sheet as of March31, 2017, other than assets disposed of after such date. Venator is responsible for all liabilities, including environmental liabilities, to the extent relating to the operation or ownership of the Titanium Dioxide and Performance Additives business (including liabilities related to discontinued businesses that were part of the Titanium Dioxide and Performance Additives business prior to being discontinued) or any of the assets allocated to Venator in the Separation, as well as all liabilities arising out of, relating to or resulting from certain financing arrangements entered into in connection with the IPO, or reflected as liabilities on Venator’s balance sheet as of March31, 2017, subject to the discharge of any such liabilities after March31, 2017. Huntsman retained all other assets and liabilities relating to its other businesses, including assets and liabilities related to discontinued businesses (other than those businesses that were a part of the Titanium Dioxide and Performance Additives business prior to being discontinued).

The Separation Agreement requires Huntsman and Venator to endeavor to obtain consents, approvals and amendments required to novate or assign the assets and liabilities to the Separation Agreement as soon as reasonably practicable. Generally, if the transfer of any assets or liabilities requires a consent that was not obtained before consummation of the IPO, or if any assets or liabilities are erroneously transferred or if any assets or

liabilities are erroneously not transferred, each party will hold the relevant assets or liabilities for the intended party’s use and benefit (at the intended party’s expense) until they can be transferred to the intended party.

The Separation Agreement also:

· 50% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and reinvestment rights; and

· 50% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the term loan facility.

Venator may voluntarily repay outstanding loans under the term loan facility at any time, without prepayment premium or penalty, except in connection with a repricing event in respect of the term loan as described below, subject to customary “breakage” costs with respect to LIBOR loans.

Any refinancing of the term loan facility through the issuance of debt or a repricing amendment that results in a repricing event that lowers the existing yield at any time during the first six months after the closing date of the term loan facility will require payment of a 1.00% prepayment premium or fee, as applicable.

The ABL facility requires mandatory prepayment in the event that outstanding borrowings under such facility exceed availability as calculated under the borrowing base and upon the occurrence and continuation of a cash dominion event.

Collateral and Guarantors

Subject to customary exceptions, all obligations under the senior credit facilities are unconditionally guaranteed, jointly and severally, on a senior secured basis by Venator and each existing and subsequently acquired or organized direct or indirect material wholly-owned restricted subsidiary of Venator. The obligations of the loan parties are to be secured by a pledge of Venator’s capital stock directly held by Venator and any domestic loan parties and substantially all of Venator’s assets and those of each subsidiary guarantor, including capital stock of the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to certain exceptions. Lien priority as between the term loan facility and the ABL facility with respect to the collateral is governed by an intercreditor agreement.

Restrictive Covenants and Other Matters

The senior credit facilities contain certain customary affirmative covenants. The negative covenants in the senior credit facilities include, among others, limitations (none of which are absolute) on Venator’s ability to: incur additional debt or issue certain preferred shares,create liens on certain assets, make certain loans or investments (including acquisitions), pay dividends on or make distributions in respect of Venator’s ordinary shares or make other restricted payments, consolidate, merge, sell or otherwise dispose of all or substantially all of Venator’s assets, sell assets, enter into certain transactions with Venator’s affiliates, restrict dividends from Venator’s subsidiaries or restrict liens on assets of Venator’s subsidiaries andmodify the terms of certain debt or organizational agreements.

In addition, if excess availability under the ABL facility is less than a certain amount or less than a certain percentage of the aggregate available commitments under the facility, the ABL facility will require compliance with a minimum fixed charge coverage ratio.

The senior credit facilities contain certain customary events of default, including relating to a change of control. If an event of default occurs, the lenders under the senior credit facilities will be entitled to take various actions, including the acceleration of amounts due under the senior credit facilities and all actions permitted to be taken by a secured creditor in respect of the collateral securing the senior credit facilities.

Indenture Governing the Notes

On July14, 2017, the issuers entered into an indenture (the “indenture”), by and among the issuers and Wilmington Trust, National Association, as trustee (the “trustee”), in connection with the issuance of the notes. The notes were sold to a purchase agreement by and among the issuers and the initial purchasers party thereto and were funded into escrow to an escrow agreement dated July14, 2017, by and among the issuers and Wilmington Trust, National Association, as escrow agent.

The notes are general unsecured senior obligations of the issuers and are guaranteed on a general unsecured senior basis by Venator and certain of Venator’s subsidiaries (collectively, the “guarantors”). The notes were issued in a transaction exempt from the registration requirements of the Securities Act of 1933.

The indenture imposes certain limitations on the ability of Venator and certain of its subsidiaries to, among other things, incur additional indebtedness secured by any principal properties, incur indebtedness of non-guarantor subsidiaries, enter into sale and leaseback transactions with respect to any principal properties and consolidate or merge with or into any other person or lease, sell or transfer all or substantially all of its properties and assets.

The notes bear interest at the rate of 5.75% per year payable semi-annually on January15 and July15 of each year, beginning on January15, 2018. The notes will mature on July15, 2025. The issuers may redeem the notes in whole or in part at any time prior to July15, 2020 at a price equal to 50% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The notes will be redeemable in whole or in part at any time on or after July15, 2020 at the redemption prices in the indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, at any time prior to July15, 2020, the issuers may redeem up to 40% of the aggregate principal amount of the notes with an amount not greater than the net cash proceeds of certain equity offerings or contributions to Venator’s equity at 105.75% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date. Upon the occurrence of certain change of control events (other than the IPO), holders of the notes will have the right to require that the issuers purchase all or a portion of such holder’s notes in cash at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase.

Promptly following consummation of the Separation, the proceeds of the notes offering were released from escrow to the terms of the escrow agreement and Venator and the other guarantors entered into a supplemental indenture to the indenture to which each of those entities agreed to unconditionally guarantee all of the issuers’ obligations under the notes and the indentures subject to the terms and conditions set forth therein.

The foregoing does not constitute a complete summary of the terms of the indenture or supplemental indenture. The description of the terms of the indenture and the supplemental indenture are each qualified in their entirety by reference to such agreements, which are filed herewith as Exhibits10.7 and 10.8, respectively.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number

Description

2.

1*

Separation Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Transition Services Agreement, dated August7, 2017, by and among Huntsman International LLC and Venator Materials PLC.

10.

Tax Matters Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Employee Matters Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Registration Rights Agreement, dated August8, 2017, by and among Huntsman International LLC, Huntsman (Holdings) Netherlands B.V. and Venator Materials PLC.

10.

ABL Facility Agreement, dated August8, 2017, by and among Venator Materials PLC, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and incorporated herein by reference to Exhibit10.5 to the Venator Materials PLC 8-K filed on August11, 2017.

10.

Term Loan Agreement, dated August8, 2017, by and among Venator Materials PLC, Venator Finance S.À.R.L. and Venator Materials LLC, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent, and incorporated herein by reference to Exhibit10.6 to the Venator Materials PLC 8-K filed on August11, 2017.

10.

Indenture, dated July14, 2017, by and among Venator Finance S.a r. l., Venator Materials LLC and Wilmington Trust, National Association, and incorporated herein by reference to Exhibit4.1 to the Huntsman Corporation 8-K filed on July18, 2017.

10.

Supplemental Indenture, dated August8, 2017, by and among Venator Finance S.a r. l., Venator Materials LLC, the guarantors party thereto and Wilmington Trust, National Association, and incorporated herein by reference to Exhibit10.8 to the Venator Materials PLC 8-K filed on August11, 2017.

* The schedules to the Separation Agreement have been omitted to Item 601(b)(2)of Regulation S-K. Huntsman agrees to furnish a copy of any schedule omitted from the Separation Agreement to the SEC upon request.

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

Huntsman Corporation

Huntsman International LLC

By:

/s/ Brandon Gray

Name:

Brandon Gray

Title:

Vice President and Treasurer

Date: August11, 2017

INDEX TO EXHIBITS

Exhibit Number

Description

2.

1*

Separation Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Transition Services Agreement, dated August7, 2017, by and among Huntsman International LLC and Venator Materials PLC.

10.

Tax Matters Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Employee Matters Agreement, dated August7, 2017, by and among Huntsman Corporation and Venator Materials PLC.

10.

Registration Rights Agreement, dated August8, 2017, by and among Huntsman International LLC, Huntsman (Holdings) Netherlands B.V. and Venator Materials PLC.

10.

ABL Facility Agreement, dated August8, 2017, by and among Venator Materials PLC, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and incorporated herein by reference to Exhibit10.5 to the Venator Materials PLC 8-K filed on August11, 2017.

10.

Term Loan Agreement, dated August8, 2017, by and among Venator Materials PLC, Venator Finance S.À.R.L. and Venator Materials LLC, as borrowers, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative and collateral agent, and incorporated herein by reference to Exhibit10.6 to the Venator Materials PLC 8-K filed on August11, 2017.

10.

Indenture, dated July14, 2017, by and among Venator Finance S.a r. l., Venator Materials LLC and Wilmington Trust, National Association, and incorporated herein by reference to Exhibit4.1 to the Huntsman Corporation 8-K filed on July18, 2017.

10.

Supplemental Indenture, dated August8, 2017, by and among Venator Finance S.a r. l., Venator Materials LLC, the guarantors party thereto and Wilmington Trust, National Association, and incorporated herein by reference to Exhibit10.8 to the Venator Materials PLC 8-K filed on August11, 2017.

* The schedules to the Separation Agreement have been omitted
HUNTSMAN INTERNATIONAL LLC Exhibit
EX-2.1 2 a17-20061_1ex2d1.htm EX-2.1 Exhibit 2.1   Execution Version   SEPARATION AGREEMENT   BY AND BETWEEN   HUNTSMAN CORPORATION   AND   VENATOR MATERIALS PLC   DATED AS OF AUGUST 7,…
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About Huntsman Corporation (NYSE:HUN)

Huntsman Corporation is a manufacturer of differentiated organic chemical products and of inorganic chemical products. The Company operates all of its businesses through its subsidiary, Huntsman International LLC (Huntsman International). It operates in five segments: Polyurethanes, Performance Products, Advanced Materials, Textile Effects, and Pigments and Additives. Its Polyurethanes, Performance Products, Advanced Materials and Textile Effects segments produce differentiated organic chemical products, and its Pigments and Additives segment produces inorganic chemical products. Its products consist of a range of chemicals and formulations, which the Company markets to consumer and industrial customers. Its products are used in a range of applications, including those in the adhesives, aerospace, automotive, construction products, personal care and hygiene, electronics, medical, packaging, paints and coatings, power generation, synthetic fiber, textile chemicals and dye industries.

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