May 29, 2020
Ms. Suzanne Hayes
Legal Branch Chief
Office of Life Sciences
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: Venator Materials PLC
Registration Statement on Form S-3
File No. 333-238699
Ladies and Gentlemen:
On behalf of Venator Materials PLC, and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 3:30 p.m., Washington, D.C. time, on June 2, 2020, or as soon as practicable thereafter.
Thank you for your assistance in this matter. | |||
Very truly yours, | |||
VENATOR MATERIALS PLC | |||
By: | /s/ Sean Pettey | ||
Name: Sean Pettey | |||
Title: Associate General Counsel, Corporate and Assistant Secretary | |||
cc: | Simon Turner, Venator Materials PLC | ||
Sarah K. Morgan, Vinson & Elkins L.L.P. |