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As filed with the Securities and Exchange Commission on January 17, 2017

Registration No. 001-37934


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

Amendment No. 1
to

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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

Delaware
(State or other jurisdiction of
incorporation or organization)
  81-4190911
(I.R.S. Employer
Identification No.)

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

(Address of Principal Executive Offices)

 

N/A
(Zip Code)

Registrant's telephone number, including area code:
+44 (0) 1740 608 001

        Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered   Name of Each Exchange on Which
Each Class is to be Registered
Class B Common Stock, par value $0.01 per share   The New York Stock Exchange

        Securities to be registered pursuant to Section 12(g) of the Act: None

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o



INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

        The information required by the following Form 10 Registration Statement items is contained in the sections identified below of the Information Statement attached hereto as Exhibit 99.1, each of which are incorporated in this Form 10 Registration Statement by reference:

Item 1.    Business

        The information required by this item is contained under the sections "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Arrangements Between Huntsman and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.

Item 1A.    Risk Factors

        The information required by this item is contained under the section "Risk Factors" of the Information Statement. That section is incorporated herein by reference.

Item 2.    Financial Information

        The information required by this item is contained under the sections "Summary," "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements" of the Information Statement. Those sections are incorporated herein by reference.

Item 3.    Properties

        The information required by this item is contained under the section "Business" of the Information Statement. That section is incorporated herein by reference.

Item 4.    Security Ownership of Certain Beneficial Owners and Management

        The information required by this item is contained under the section "Security Ownership of Certain Beneficial Owners and Management" of the Information Statement. That section is incorporated herein by reference.

Item 5.    Directors and Executive Officers

        The information required by this item is contained under the section "Management" of the Information Statement. That section is incorporated herein by reference.

Item 6.    Executive Compensation

        The information required by this item is contained under the sections "Executive Compensation" and "Director Compensation" of the Information Statement. Those sections are incorporated herein by reference.

Item 7.    Certain Relationships and Related Transactions, and Director Independence

        The information required by this item is contained under the sections "Management," "Executive Compensation," "Arrangements Between Huntsman and Our Company" and "Other Related Party Transactions" of the Information Statement. Those sections are incorporated herein by reference.

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Item 8.    Legal Proceedings

        The information required by this item is contained under the sections "Business—Legal Proceedings" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Legal Proceedings" of the Information Statement. Those sections are incorporated herein by reference.

Item 9.    Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

        The information required by this item is contained under the sections "Risk Factors," "The Spin-Off," "Dividend Policy," "Executive Compensation" and "Description of Capital Stock" of the Information Statement. Those sections are incorporated herein by reference.

Item 10.    Recent Sales of Unregistered Securities

        The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement. That section is incorporated herein by reference.

Item 11.    Description of Registrant's Securities to be Registered

        The information required by this item is contained under the section "Description of Capital Stock" of the Information Statement. That section is incorporated herein by reference.

Item 12.    Indemnification of Directors and Officers

        The information required by this item is contained under the section "Description of Capital Stock—Limitation of Liability and Indemnification Matters" of the Information Statement. That section is incorporated herein by reference.

Item 13.    Financial Statements and Supplementary Data

        The information required by this item is contained under the sections "Selected Historical Combined Financial Data," "Unaudited Pro Forma Condensed Combined Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Capital Stock" and "Index to Financial Statements" of the Information Statement. Those sections are incorporated herein by reference.

Item 14.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        None.

Item 15.    Financial Statements and Exhibits

(a)
Financial Statements

        The information required by this item is contained under the section "Index to Financial Statements" beginning on page F-1 of the Information Statement. That section is incorporated herein by reference.

2


(b)
Exhibits

        The following documents are filed as exhibits hereto:

Exhibit No.   Description
  2.1 * Form of Separation and Distribution Agreement
        
  3.1 * Form of Certificate of Incorporation of Huntsman Spin Corporation
        
  3.2 * Form of Certificate of Amendment to Certificate of Incorporation of Huntsman Spin Corporation
        
  3.3 * Form of Amended and Restated Bylaws of Venator Materials Corporation
        
  4.1 * Form of Stockholder's and Registration Rights Agreement
        
  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 Intellectual Property License Agreement
        
  10.5 * Form of Master Lease Agreement
        
  10.6 * Form of Venator Materials Corporation Long-Term Incentive Plan
        
  21.1 * List of Subsidiaries of Venator Materials Corporation
        
  99.1   Information Statement, preliminary and subject to completion, dated January 17, 2017

*
To be filed by amendment.

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SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

  Venator Materials Corporation



 

By:

 

/s/ SIMON TURNER

Simon Turner
President and Chief Executive Officer
Date: January 17, 2017

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INFORMATION REQUIRED IN REGISTRATION STATEMENT CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
SIGNATURES