0001104659-17-070485.txt : 20171228 0001104659-17-070485.hdr.sgml : 20171228 20171127161726 ACCESSION NUMBER: 0001104659-17-070485 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Venator Materials PLC CENTRAL INDEX KEY: 0001705682 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: TITANIUM HOUSE, HANZARD DRIVE CITY: WYNYARD PARK, STOCKTON-ON-TEES STATE: X0 ZIP: TS22 5FD BUSINESS PHONE: 44 (0) 1740 608 001 MAIL ADDRESS: STREET 1: TITANIUM HOUSE, HANZARD DRIVE CITY: WYNYARD PARK, STOCKTON-ON-TEES STATE: X0 ZIP: TS22 5FD CORRESP 1 filename1.htm

 

November 27, 2017

 

Jay Ingram

Legal Branch Chief

Office of Manufacturing and Construction

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 

Re:                             Venator Materials PLC

Registration Statement on Form S-1 (as amended)

As filed on November 27, 2017

 

Ladies and Gentlemen:

 

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Venator Materials PLC that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:15 p.m., Washington, D.C. time, on November 29, 2017, or as soon thereafter as practicable.

 

Please be advised that we have not distributed any copies of the Preliminary Prospectus dated November 27, 2017 (the “Preliminary Prospectus”) through the date hereof, but pursuant to Rule 460 under the Act there will be distributed to underwriters, dealers, institutions and others who are reasonably anticipated to be invited to participate in the distribution of the ordinary shares as many copies of the Preliminary Prospectus as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

 

In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

 

Very truly yours,

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

 

CITIGROUP GLOBAL MARKETS INC.

 

GOLDMAN SACHS & CO. LLC

 

J.P. MORGAN SECURITIES LLC

 

As representatives of the several underwriters

 

[SIGNATURE PAGES FOLLOW]

 


 

 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

 

 

 

By:

/s/ Sachin Aggarwal

 

 

Name: Sachin Aggarwal

 

 

Title: Managing Director

 

 

 

 

Citigroup Global Markets Inc.

 

 

 

By:

/s/ Clayton H. Hale III

 

 

Name: Clayton H. Hale III

 

 

Title: Managing Director

 

 

 

 

Goldman Sachs & Co. LLC

 

 

 

By:

/s/ Olympia McNerney

 

 

Name: Olympia McNerney

 

 

Title: Managing Director

 

 

 

 

J.P. Morgan Securities LLC

 

 

 

By:

/s/ Eugene Sohn

 

 

Name: Eugene Sohn

 

 

Title: Executive Director

 

As representatives of the several underwriters.

 

[Signature Page to Acceleration Request Letter]