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Venator Prices Upsized Secondary Public Offering

WYNYARD, UK, Nov. 29, 2017 /PRNewswire/ -- Venator Materials PLC ("Venator"), a global chemical company dedicated to the development and manufacture of titanium dioxide ("TiO2") pigments and performance additives, today announced the pricing of an upsized secondary public offering of 21,764,800 ordinary shares at an offering price of $22.50 per share for total gross proceeds (before underwriters' fees and estimated expenses) of $489.7 million. All of the ordinary shares will be sold by Huntsman Corporation, through its wholly-owned subsidiary Huntsman (Holdings) Netherlands B.V., and Venator will not receive any proceeds from the offering. Huntsman Corporation has granted the underwriters a 30-day option to purchase up to an additional 3,264,720 ordinary shares. Venator's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "VNTR."

Upon closing of the offering, the public will hold approximately 45.04% of Venator's ordinary shares, or 48.12% if the underwriters exercise in full their option to purchase additional ordinary shares. Huntsman will own the remaining approximately 54.96% of Venator's ordinary shares, or 51.88% if the underwriters exercise in full their option to purchase additional ordinary shares.

BofA Merrill Lynch, Citigroup, Goldman Sachs & Co. LLC and J.P. Morgan acted as lead book-running managers for the offering. Additional book-running managers were Barclays, Deutsche Bank Securities, UBS Investment Bank, RBC Capital Markets and SunTrust Robinson Humphrey. Co-managers were Moelis & Company LLC, HSBC, Nomura and Academy Securities. The offering of these securities is being made only by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933.

Copies of the final prospectus relating to the secondary public offering may be obtained, when available, from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department or email: dg.prospectus_requests@baml.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or telephone: (800) 831-9146; Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526 or email: prospectus-ny@ny.email.gs.com; and J.P. Morgan, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or telephone: (866) 803-9204.

About Venator

Venator is a global manufacturer and marketer of chemical products that comprise a broad range of pigments and additives that bring color and vibrancy to buildings, protect and extend product life, and reduce energy consumption. We market our products globally to a diversified group of industrial customers through two segments: Titanium Dioxide, which consists of our TiO2 business, and Performance Additives, which consists of our functional additives, color pigments, timber treatment and water treatment businesses. We operate 27 facilities, employ approximately 4,500 associates worldwide and sell our products in more than 110 countries.

Important Information

A registration statement relating to these securities has been filed with the Securities and Exchange Commission (the "SEC") and has been declared effective. A copy of the prospectus may be obtained free of charge at the SEC's website at www.sec.gov under "Venator Materials PLC." This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Venator's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Venator's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Venator does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Venator to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the SEC in connection with Venator's secondary public offering. The risk factors and other factors noted in Venator's prospectus could cause its actual results to differ materially from those contained in any forward-looking statement.

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SOURCE Venator Materials PLC