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 | |
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| By: | /s/ Sachin Aggarwal |
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| Name: Sachin Aggarwal |
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| Title: Managing Director |
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| Citigroup Global Markets Inc. | |
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| By: | /s/ Clayton H. Hale III |
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| Name: Clayton H. Hale III |
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| Title: Managing Director |
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| Goldman Sachs & Co. LLC | |
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| By: | /s/ Olympia McNerney |
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| Name: Olympia McNerney |
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| Title: Managing Director |
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| J.P. Morgan Securities LLC | |
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| By: | /s/ Eugene Sohn |
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| Name: Eugene Sohn |
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| Title: Executive Director |
As representatives of the several underwriters.
[Signature Page to Acceleration Request Letter]