S-1/A

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As filed with the Securities and Exchange Commission on July 31, 2017

Registration No. 333-217753

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 6
TO
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Venator Materials PLC
(Exact name of registrant as specified in its charter)

England and Wales
(State or other jurisdiction of
incorporation or organization) 2860
(Primary Standard Industrial
Classification Code Number) 98-1373159
(I.R.S. Employer
Identification No.)

Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 001
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Russ Stolle
Senior Vice President, General Counsel and Chief Compliance Officer
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees, TS22 5FD, United Kingdom
+44 (0) 1740 608 001

(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Copies to:
Alan Beck Sarah K. Morgan Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222	Ilir Mujalovic Harald Halbhuber Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 (212) 848-4000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this Registration Statement.

                  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:    o

                  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    o

                  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.    o

                  If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

                  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o Emerging growth company o

                  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 the Securities Act.    o

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

              This Amendment No. 6 to the Registration Statement on Form S-1 (Registration No. 333-217753) (the "Registration Statement") is being filed for the sole purpose of filing Exhibit 5.1 to the Registration Statement. No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 13, 14, 15 or 17 of Part II of the Registration Statement.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.    Other Expenses of Issuance and Distribution

              The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions) payable by us in connection with the registration of the ordinary shares offered hereby. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority ("FINRA") filing fee, and the NYSE listing fee, the amounts set forth below are estimates.

SEC registration fee	$	66,563
FINRA filing fee		86,646
NYSE listing fee		295,000
Accounting fees and expenses(1)		4,100,000
Legal fees and expenses		4,500,000
Printing and engraving expenses		575,000
Transfer agent and registrar fees		475,000
Miscellaneous		201,791
Total	$	10,300,000

(1)

Includes fees paid for services in connection with the issuance of a comfort letter, filings and communications with the SEC, and audit and review fees of Venator Materials PLC, Venator and Titanium Dioxide Pigments and Other Businesses of Rockwood Holdings, Inc.

Item 14.    Indemnification of Directors and Officers

              We plan to enter into indemnification agreements with our directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such director or officer in the execution or discharge of his or her duties. These agreements do not indemnify our directors against any liability attaching to such individuals in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director, which would be rendered void under the Companies Act 2006. The U.K. specific restrictions apply to directors but not officers.

              The proposed form of Underwriting Agreement filed as Exhibit 1.1 to this registration statement provides for indemnification of our directors and officers by the underwriters against certain liabilities arising under the Securities Act or otherwise in connection with this offering.

              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

              We intend to maintain liability insurance policies that indemnify our directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and the Exchange Act, that may be incurred by them in their capacity as such.

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Item 15.    Recent Sales of Unregistered Securities

              Upon our formation, we issued 50,000 of our ordinary shares, par value £1 per share (the "Subscriber Shares"), to Huntsman International (Netherlands) B.V., an indirect wholly-owned subsidiary of Huntsman. On June 30, 2017, (a) Huntsman International (Netherlands) B.V. transferred the Subscriber Shares to Huntsman International, and (b) we issued 50,000 redeemable shares, par value £1 per share, and one ordinary share, par value $1 per share, to Huntsman International, all of which (including the Subscriber Shares) will be repurchased by us prior to the consummation of the offering. Prior to the consummation of the offering, we expect to issue 106,271,712 ordinary shares, par value $0.001 per share, to Huntsman through its wholly-owned subsidiaries Huntsman International and HHN. Immediately prior to the completion of this offering, we expect Huntsman International and HHN will be the sole shareholders of Venator. Immediately following the completion of this offering, we expect Huntsman to hold its Venator ordinary shares through one or more subsidiaries, including HHN. Each issuance of shares made prior to the issuance of shares in this offering was, or will be, made pursuant to the exemption from registration in Section 4(a)(2) of the Securities Act because the offer and issuance of the ordinary shares did not, or will not, involve a public offering, and we have not otherwise sold any securities, registered or otherwise, within the past three years.

Item 16.    Exhibits and Financial Statement Schedules

              (a)   Exhibits. See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

              (b)   Financial Statement Schedules. Financial statement schedules are omitted because the required information is not applicable, not required or included in the financial statements or the notes thereto included in the prospectus that forms a part of this registration statement.

Item 17.    Undertakings

              The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

              Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

              The undersigned registrant hereby undertakes that:

              (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

              (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

              Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on July 31, 2017.

Venator Materials PLC
By:	/s/ RUSS STOLLE Russ Stolle Senior Vice President, General Counsel and Chief Compliance Officer Date: July 31, 2017

              Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title	Date
* Simon Turner		President and Chief Executive Officer, and Director (Principal Executive Officer)	July 31, 2017
* Kurt Ogden		Senior Vice President and Chief Financial Officer (Principal Financial Officer), and Venator's Authorized Representative in the United States	July 31, 2017
* Stephen Ibbotson		Vice President and Corporate Controller (Principal Accounting Officer)	July 31, 2017
* Peter R. Huntsman		Director	July 31, 2017
* Sir Robert J. Margetts		Director	July 31, 2017
*By	/s/ RUSS STOLLE Russ Stolle Attorney-in-fact		July 31, 2017

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INDEX TO EXHIBITS

Exhibit No.			Description
	1.1	**	Form of Underwriting Agreement
	2.1	**	Form of Separation Agreement
	3.1	**	Articles of Association
	3.2	**	Form of Amended and Restated Articles of Association
	4.1	**	Form of Certificate Evidencing Ordinary Shares
	4.2	**	Form of Registration Rights Agreement
	4.3	**	Form of Indenture for 5.75% Senior Notes due 2025
	4.4	**	Form of 5.75% Senior Note due 2025 (included in Exhibit 4.3)
	5.1		Opinion of Vinson & Elkins R.L.L.P.
	10.1	**	Form of Transition Services Agreement
	10.2	**	Form of Tax Matters Agreement
	10.3	**	Form of Employee Matters Agreement
	10.4	**	Form of Venator Materials PLC Stock Incentive Plan
	10.5	**	Form of Indemnification Agreement
	10.6	**	Form of ABL Facility Agreement
	10.7	**	Form of Term Loan Credit Agreement
	10.8	**	Employment Transfer Agreement (Stolle)
	10.9	**	Employment Transfer Agreement (Ogden)
	10.10	**	Employment Agreement (Buberl)
	10.11	**	Form of Employment Agreement (Maiter)
	10.12	**	Form of Executive Severance Plan
	21.1	**	List of Subsidiaries of Venator Materials PLC
	23.1	**	Consent of Vinson & Elkins R.L.L.P. (included in Exhibit 5.1)
	23.2	**	Consent of Deloitte & Touche LLP (Venator Materials PLC)
	23.3	**	Consent of Deloitte & Touche LLP (Venator (Combined Divisions of Huntsman))
	23.4	**	Consent of Deloitte & Touche LLP (Titanium Dioxide Pigments and Other Businesses of Rockwood Holdings, Inc.)
	24.1	**	Powers of Attorney (included on the signature page of Registration Statement)
	24.2	**	Powers of Attorney
	99.1	**	Consent to be Named (Ferrari)
	99.2	**	Consent to be Named (Anderson)

**

Previously filed.

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Part II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
Item 14. Indemnification of Directors and Officers
Item 15. Recent Sales of Unregistered Securities
Item 16. Exhibits and Financial Statement Schedules
Item 17. Undertakings

SIGNATURES
INDEX TO EXHIBITS

EX-5.1

Exhibit 5.1

July 31, 2017

Venator Materials PLC
Titanium House, Hanzard Drive, Wynyard Park,
Stockton-On-Tees
United Kingdom
TS22 5FD

Re:Registration Statement on Form S-1

Ladies and Gentlemen:

1.Introduction

We have acted as English law legal advisers to Venator Materials PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), in connection with the proposed offering and sale by the selling shareholders (the “Selling Shareholders”) pursuant to a prospectus forming a part of a Registration Statement on Form S-1 (Registration No. 333-217753) (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of up to 26,105,000 ordinary shares, $0.001 par value per share, of the Company (the “Shares”). Prior to the consummation of the offering, the Company expects to issue an aggregate of 106,271,712 ordinary shares to the Selling Shareholders (the “Recapitalization”).

2.Documents Examined and Searches conducted

2.1.         For the purpose of giving this opinion, we have examined the following documents:

(a)a copy of the Registration Statement, initially filed with the Commission on 5 May 2017, as amended through the date hereof;

(b)copies (certified by an officer’s certificate of the Company (the “Officer’s Certificate”) as being true, complete and accurate and up-to-date in each case of the following documents:

(1)a copy the Company’s articles of association, existing as at the date of this opinion, and the articles of association anticipated to be in effect upon completion of the offering;

(2)copies of resolutions of the sole shareholder of the Company passed on 30 June 2017 granting, inter alia, the Board of Directors of the

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Company the authority to issue and allot the Shares (the “Shareholder Resolutions”);

(3)copies of the written resolutions of the Board of Directors of the Company dated 13 July 2017 approving, inter alia, the issue and allotment of 70,000,000 Shares; and

(4)copies of the written resolutions of the Board of Directors of the Company dated 31 July 2017 in relation to the issue and allotment of 36,271,712 Shares (together with (3) above, the “Board Resolutions”).

2.2.         For the purpose of giving this opinion, we have made the following enquiries:

(a)on 24 July 2017 at 09:30 a.m. (UK time) we carried out an online search of the Company’s public records held by the UK Registrar of Companies (the “Company Search”); and

(b)on 24 July 2017 at 09:35 a.m. (UK time) we made a telephone enquiry at the Companies Court in London of the Central Index of Winding Up Petitions with respect to the Company (the “Winding up Search”).

2.3.         Except as stated above, we have not for the purpose of this opinion examined any agreements, documents or corporate records entered into by or affecting the Company or made any other enquiries concerning the Company.

3.Scope

3.1.         This opinion is limited to the laws of England and Wales as applied by the English courts as at the date of this letter. We have not investigated, and do not express or imply any opinion in relation to, the laws of any other jurisdiction and we do not express any opinion on European Community law as it affects any jurisdiction other than England and Wales.

3.2.         We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this letter that may affect the opinion expressed herein.

3.3.         The opinion given in this letter is strictly limited to the matters stated in paragraph 5 and does not extend to, and is not to be read as extended by implication to, any other matters. We express no opinion as to whether a foreign court (applying its own conflict law) will act in accordance with any agreement by the Company in connection with the issuance of the Shares as to jurisdiction and/or law. We express no opinion as to matters of fact.

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3.4.         By giving this opinion we do not assume any obligation to notify you of changes in law following the date of this opinion which may affect the opinions expressed herein or to otherwise update this opinion in any respect.

3.5.         This opinion and any obligations arising out of it or in connection with it (including non-contractual obligations) shall be governed by and construed in accordance with English law.

4.Assumptions

In giving this opinion we have assumed:

4.1.         the genuineness of all signatures, stamps and seals on all documents submitted to or examined by us (whether as originals or copies and whether in electronic form or otherwise);

4.2.         that all copy documents submitted to us are complete and conform to the originals;

4.3.         that the information revealed by the Company Search was and remains complete, accurate and up to date in all respects as at the date of this letter and have not been amended or any provisions thereof varied or waived;

4.4.         that each of the signed documents examined by us have been duly executed and, where applicable, delivered on behalf of the Company;

4.5.         that there will be no change to any applicable laws of England and Wales as applied by the English courts between the date of this letter and the issuance of the Shares (both dates inclusive);

4.6.         that no additional matters would have been disclosed by company searches at the UK Registrar of Companies or the Companies Court being carried out since the carrying out of the searches and enquiries referred to in paragraph 2.2 above up to and including the date of issuance which would affect the opinion stated below and that the particulars disclosed by our searches and enquiries are true, accurate, complete and up to date;

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4.7.         that each of the statements contained in the Officer’s Certificate is true and correct as at the date of this opinion; and

4.8.         that the term “non-assessable”, which has no recognised meaning in English law, for the purposes of this letter means that under the Companies Act 2006 (as amended), the articles of association of the Company and any resolution taken under the articles of association of the Company approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional assessments or calls for further funds by the Company.

5.Opinion

Based upon the foregoing and subject to any matters not disclosed to us and to the assumptions and qualifications set out in this letter, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

6.Qualifications

The opinion given in this letter is subject to the qualifications and reservations set out below.

6.1.         In giving this opinion, we have relied upon (i) the Officer’s Certificate and (ii) the information revealed by our Company Search and our Winding up Search being accurate in all respects and not since the time of such enquiry having been altered.

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6.2.         The Winding up Search relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding up order by a court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because:

(a)details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Index of Winding Up Petitions immediately;

(b)in the case of an application for the making of an administration order and such order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Index of Winding Up Petitions;

(c)a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Index of Winding Up Petitions, and the making of such order may not have been entered on the records immediately;

(d)details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and

(e)with regard to winding-up petitions, the Central Index of Winding Up Petitions may not have records of winding-up petitions issued prior to 1994.

7.Consent to Filing

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration

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statement filed pursuant to Rule 462(b) under the Securities Act with respect to the Shares.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Vinson & Elkins R.L.L.P.

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