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): December 9, 2020
Venator Materials PLC
(Exact name of registrant as specified in its charter)
| England and Wales | | 001-38176 | | 98-1373159 |
| (State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
| of Incorporation) | | | | Identification No.) |
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: +44 (0) 1740 608 001
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
| Ordinary Shares, par value $0.001 per share | | VNTR | | New York Stock Exchange |
Item 2.05 Costs Associated with Exit or Disposal Activities.
Effective December 9, 2020, the Board of Directors of Venator Materials PLC (the “Company”) approved a plan to implement a restructuring program at certain of its manufacturing facilities in Germany as part of its recently announced 2020 Business Improvement Program. As a result of the closure, the Company expects to incur approximately $60 to $80 million of pre-tax charges, consisting of approximately $35 to $40 million of cash charges that it expects to incur through 2022, primarily related to employee severance for approximately 280 associates. The remaining costs consist of non-cash charges primarily related to impairment of fixed assets which the Company expects to incur in the fourth quarter of 2020. The Company expects the 2020 Business Improvement Program, of which this restructuring plan is a part, to result in approximately $45 to $50 million of cash charges and approximately $55 million of annual savings once fully implemented, as disclosed in the Company’s third quarter 2020 Form 10-Q.
The foregoing contains statements that are not historical and are forward-looking statements. These statements are based on management’s current beliefs and expectations. The forward-looking statements are subject to uncertainty and changes in circumstances and involve risks and uncertainties that may affect the Company’s operations, markets, products, services, prices and other factors. Significant risks and uncertainties may relate to, but are not limited to, financial, economic, competitive, environmental, political, legal, regulatory and technological factors. For information regarding other factors that could cause the Company’s results to vary from expectations, please see the “Risk Factors” section of the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update publicly any forward-looking statement, except as otherwise required by applicable laws.
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.
| | VENATOR MATERIALS PLC |
| | |
| | /s/ SEAN PETTEY |
| | Assistant Secretary |
Dated: December 15, 2020
