SEC Form SC 13D filed by Venator Materials PLC

Erik A. Vayntrub

Capital World Investors

333 South Hope Street, 55th Floor

Los Angeles, CA 90071

(213) 486-9108

CUSIP No. G9329Z100

13D

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NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

CUSIP No. G9329Z100

13D

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This statement on Schedule 13D (this “Schedule 13D”) relates to Ordinary Shares, $0.001 par value per share (the “Ordinary Shares”), of Venator Materials PLC, an England and Wales corporation (the “Issuer”), the principal executive offices of which are located at Titanium House, Hanzard Drive, Wynyard Park, Stockton-On-Tees, TS22 5FD, United Kingdom.

This Schedule 13D is filed on behalf of Capital World Investors (“CWI” or the “Reporting Person”), a division of Capital Research and Management Company (“CRMC”), a Delaware corporation, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the “investment management entities”). CWI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital World Investors.”

Set forth in the attached Schedule A and incorporated herein by reference is a listing of the information, including name, principal place of business, and citizenship, concerning each investment committee member of the Reporting Person (collectively, the “Covered Persons”). Any disclosures herein with respect to persons other than the Reporting Person are made on information and belief after making inquiry to the appropriate party.

On January 17, 2023, the Issuer and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions in the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the U.S. Bankruptcy Code. On July 25, 2023, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Joint Prepackaged Plan of Reorganization of Venator Materials PLC and its Debtor Affiliates (the “Plan”). On October 12, 2023 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged from chapter 11.

Pursuant to the Plan and the Confirmation Order, the Issuer issued certain Ordinary Shares to investment advisory clients of CWI (the “CWI Clients”) (i) in exchange for debt held by the CWI Clients prior to the filing of the Debtors’ voluntary bankruptcy petition which was cancelled, (ii) in respect of premiums in consideration for backstop commitments made with respect to the Debtors’ exit facility, and (iii) in conversion of DIP loans held by the CWI Clients.

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The information set forth in Item 3 is incorporated herein by reference.

Pursuant to the terms of the Plan, the Reporting Person received Ordinary Shares as reported in Item 3. These shares were acquired for investment purposes.

On the Effective Date, the Issuer entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with the CWI Clients and other shareholders of the Issuer (the “Shareholders”). The Shareholders’ Agreement provides that the board of the Issuer (the “Board”) shall comprise up to seven 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 the Shareholders, with each Shareholder holding fifteen percent (15%) of the voting shares in issue entitled to appoint and remove one director for every fifteen percent (15%) of voting shares in issue held. The Shareholders’ Agreement provides that the chairperson of the Board is to be elected by a majority of the Board. Certain matters are reserved to the decision of holders of (i) seventy five percent (75%) or more of voting shares; (ii) sixty percent (60%) or more of voting shares; and (iii) fifty percent (50%) or more of voting shares. The Shareholders’ Agreement also provides for tag-along rights for Shareholders upon the transfer by a Shareholder and / or their affiliates which would result in the prospective purchaser owning or controlling more than fifty percent (50%) of the voting shares in issue; drag-along rights upon the transfer of shares by a Shareholder or group of Shareholders who hold fifty percent (50%) or more of the voting shares in issue which would result in the prospective purchaser owning or controlling more than fifty percent (50%) of the voting shares in issue; rights of first offer with respect to the transfer by a Shareholder (subject to certain customary exceptions) of five percent (5%) or more of the outstanding shares of the voting shares; and pre-emptive rights to the Shareholders (on a pro rata basis) upon issuance of new securities by the Issuer (subject to certain customary exceptions). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Person or any of its affiliates (i) constitute a “group” for purposes of Section 13(d) or 13(g) of the Exchange Act with the other Shareholders and the Reporting Person expressly disclaims membership in any such group, or (ii) are the beneficial owners of any Ordinary Shares beneficially owned by the other Shareholders for purposes of Section 13(d) of the Exchange Act or for any other purpose. The foregoing description of the Shareholders’ Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders’ Agreement, which is filed hereto as Exhibit 99.1 and is incorporated by reference herein.

The Reporting Person intends to evaluate on an ongoing basis its investment in the Issuer and its options with respect to such investment. Depending on market conditions, an evaluation of the business and the prospects of the Issuer and other factors, the Reporting Person may, in its sole discretion, purchase additional Ordinary Shares, or other securities convertible into or exchangeable for Ordinary Shares, and/or other equity, debt, notes, instruments or other securities of the Issuer, dispose of Ordinary Shares or such other securities from time to time in the open market, in privately negotiated transactions or otherwise, and/or otherwise change its intention with respect to any and all matters referred to in this Item 4.

Except as set forth herein, the Reporting Person does not have, as of the date of this filing any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to adopt such plans or proposals in the future, subject to applicable regulatory requirements, if any.

Except for the CWI Clients which are the direct holders of Ordinary Shares, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Ordinary Shares that may be beneficially owned by the Reporting Person.

Two of the CWI Clients are the direct holders of more than five percent of the Ordinary Shares. American High-Income Trust, a Delaware statutory trust, received 9,474,891,765 Ordinary Shares pursuant to the Plan. The Income Fund of America, a Delaware statutory trust, received 7,363,075,902 Ordinary Shares pursuant to the Plan.

The responses set forth in Item 4 are incorporated herein by reference.

Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.

CUSIP No. G9329Z100

13D

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CAPITAL WORLD INVESTORS

/s/ Erik A. Vayntrub

Senior Vice President and Senior Counsel, Fund Business Management Group, Capital Research and Management Company

October 30, 2023

CUSIP No. G9329Z100

13D

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