Filing Details

Venator Materials PLC

(Name of Issuer - as specified in its charter)

Ordinary Shares, $0.001 par value per share

(Title of Class of Securities)

G932Z100

(CUSIP Number)

John Cafiero Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 (973) 802-6933

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 12, 2023

(Date of Event which Requires Filing of this Statement)

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

 

1	NAMES OF REPORTING PERSONS
	PGIM, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			25,631,848,007
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			25,631,848,007
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,631,848,007
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	23.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1	NAMES OF REPORTING PERSONS
	Prudential Investment Portfolios, Inc. 15, on behalf of PGIM High Yield Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,350,915,187
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,350,915,187
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,350,915,187
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IV

No funds were expended by a Reporting Person for the Shares issued to it by the Issuer.  Rather, the Reporting Persons were the holders of certain loans to, and notes issued by, the Issuer.  As part of its emergence and pursuant to the Issuer’s Plan, the loans and/or notes held by the Reporting Persons were cancelled and the Reporting Persons were issued 25,631,848,007 Shares by the Issuer in exchange therefore.

Item 5.     Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 108,050,720,920 Shares outstanding, as of October 12, 2023, which is the total number of Shares outstanding as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on October 13, 2023

____________________

1.	Such Shares are owned by investment advisory clients of PGIM.  Because PGIM is a wholly-owned subsidiary of PFI and is therefore deemed to be under the control of PFI, PFI may therefore be deemed to share the power to vote and dispose or direct the disposition of such Shares.

2.	Such Shares are owned by investment advisory clients of PGIM.  By reason of its investment advisory relationship with such clients, PGIM is deemed to have sole voting and sole dispositive power over such Shares.

3.	Such Shares are owned by PHY, a mutual fund which is advised by PGIM and which is a separate investment series of PIP 15.  By reason of its investment advisory relationship with PGIM, PHY is deemed to have shared voting and shared dispositive power over such Shares.

No transactions in the Shares of the Issuer have been effected by the Reporting Persons during the last 60 days.

Item 6.     Contracts, Arrangements, Understandings or Relations With Respect to Securities of the Issuer.

The information set forth in Item 4 of this statement is incorporated into this Item 6 by reference.

On the Effective Date, the Issuer entered into a Shareholders Agreement (the “Shareholders Agreement”), among the Issuer and the investors listed therein (collectively, the “Investors”).

The Shareholders Agreement provides that the board of the Issuer upon emergence of bankruptcy shall comprise up to 7 independent directors, with the initial directors set out in the Shareholders Agreement. The Shareholders Agreement provides that if a vacancy on the board arises, the new directors shall be appointed by Investors, with each Investor holding 15% of the voting shares in issue entitled to appoint and remove one director for every 15% of voting shares in issue held. The Shareholders Agreement provides that the chairperson of the board of directors of the Issuer is to be elected by a majority of the board. Certain matters are reserved to the decision of holders of (i) 75% or more of voting shares; (ii) 60% or more of voting shares; and (iii) 50% or more of voting shares.

The Shareholders Agreement also provides for tag-along rights for Investors upon the transfer by an Investor and/or their affiliates which would result in the prospective purchaser owning or controlling more than 50% of the voting shares in issue; drag-along rights upon the transfer of shares by an Investor or group of Investors who hold 50% or more of the voting shares in issue which would result in the prospective purchaser owning or controlling more than 50% of the voting shares in issue; rights of first offer with respect to the transfer by an Investor (subject to certain customary exceptions) of 5% or more of the outstanding shares of the voting shares; and pre-emptive rights to the Investors (on a pro rata basis) upon issuance of new securities by the Issuer (subject to certain customary exceptions).

This summary is qualified in its entirety by reference to the text of the Shareholders Agreement, which is attached as Exhibit 3 to this Statement, and is incorporated herein by reference.

Item 7.     Materials Filed as Exhibits.

The following exhibits are attached hereto:

Exhibit 1 - Joint Filing Agreement of the Reporting Persons

Exhibit 2 - Executive Officers and Control Persons of the Reporting Persons

Exhibit 3 – Shareholders Agreement dated October 12, 2023

In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, the Reporting Persons expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities.

SIGNATURES

The undersigned certify, after reasonable inquiry and to the best knowledge and belief of the undersigned, that the information set forth in this Statement is true, complete and correct.  The undersigned agree to the filing of this single Statement on Schedule 13D.