CHARLOTTE, N.C., March 1,
2021 /PRNewswire/ -- Albemarle Corporation (the "Company")
(NYSE: ALB) today announced the commencement of two cash
tender offers by the Company and two of its wholly-owned
subsidiaries, Albemarle Wodgina Pty Ltd ("Wodgina") and Albemarle
New Holding GmbH ("New Holding," and together with the Company and
Wodgina, the "Issuers"). The first tender offer is for
up to $100 million (the "Dollar
Security Maximum Amount") aggregate principal amount of the
outstanding senior notes listed in Table I below (the "Dollar
Tender Offer"). The second tender offer (the "Euro
Tender Offer" and, together with the Dollar Tender Offer,
the "Tender Offers" and each, a "Tender Offer") is for up
to €100 million (the "Euro Security Maximum Amount") aggregate
principal amount of the notes listed in Table II below (and
together with the senior notes listed in Table I,
the "Securities"). The Dollar Security Maximum Amount
and Euro Security Maximum Amount may be increased or decreased at
the option of the Company. The Tender Offers are being made
pursuant to an Offer to Purchase, dated March 1, 2021
(the "Offer to Purchase"), which sets forth the terms and
conditions of the Tender Offers.
The tables below summarize certain information regarding the
Securities and the Tender Offers, including the order of priority
in accordance with which the Securities will be accepted for
purchase.
Table I: Dollar
Securities Subject To The Dollar Tender Offer
|
Title of
Security
|
Security
Identifier(s)
|
Issuer
|
Applicable
Maturity Date
|
Applicable Par
Call Date
|
Principal Amount
Outstanding (millions)
|
Acceptance
Priority Level
|
Early
Participation Amount(1)(2)
|
Reference
Security
|
Bloomberg
Reference Page/Screen
|
Fixed Spread
(basis points)
|
3.450% Senior Notes
due 2029
|
CUSIP:
01273P AA0, Q0171Y
AA8
ISIN:
US01273PAA03,
USQ0171YAA84
|
Albemarle Wodgina Pty
Ltd (ACN 630 509 303)
|
November 15,
2029
|
August 15,
2029
|
$300
|
1
|
$50
|
1.125% US Treasury
due February 15, 2031
|
FIT1
|
100
|
4.150% Senior Notes
due 2024
|
CUSIP:
012725AC1
ISIN:
US012725AC13
|
Albemarle
Corporation
|
December 1,
2024
|
September 1,
2024
|
$425
|
2
|
$50
|
0.125% US Treasury
due February 15, 2024
|
FIT1
|
45
|
Total
|
|
|
|
|
$725
|
|
|
|
|
|
Table II: Euro
Securities Subject To The Euro Tender Offer
|
Tide of
Security
|
Security
Identifier(s)
|
Issuer
|
Applicable
Maturity Date
|
Applicable Par
Call Date
|
Principal Amount
Outstanding (millions)
|
Acceptance
Priority Level
|
Early
Participation Amount(1)(2)
|
Interpolated
Rate
|
Bloomberg
Reference Page/Screen
|
Fixed Spread
(basis points)
|
1.125% Notes due
2025*
|
Common
Code:
208314696
ISIN:
XS2083146964
|
Albemarle New Holding
GmbH
|
November 25,
2025
|
September 25,
2025
|
€500
|
1
|
€50
|
September 2025
Interpolated Rate
|
ICAE1
|
20
|
1.625% Notes due
2028*
|
Common
Code:
208314734
ISIN:
XS2083147343
|
Albemarle New Holding
GmbH
|
November 25,
2028
|
August 25,
2028
|
€500
|
2
|
€50
|
August 2028
Interpolated Rate
|
ICAE1
|
70
|
Total
|
|
|
|
|
€1,000
|
|
|
|
|
|
*Admitted to trading
on the Global Exchange Market, which is the exchange-regulated
market of Euronext Dublin.
|
|
(1)
|
Per $1,000 or €1,000
principal amount, as applicable.
|
|
|
(2)
|
The applicable Total
Consideration (as defined below) payable for each series of
Securities will be at a price per $1,000 or €1,000 principal
amount, as applicable, of such series of Securities validly
tendered on or prior to the applicable Early Participation Date and
accepted for purchase by us, which is calculated using the
applicable Fixed Spread, and includes the applicable Early
Participation Amount. In addition, holders whose Securities
are accepted for purchase will also receive any Accrued Interest on
such Securities. Holders of Securities that are validly
tendered after the applicable Early Participation Date and at or
before the applicable Expiration Date and accepted for purchase
will receive only the applicable Late Tender Offer Consideration,
which does not include the applicable Early Participation Amount,
together with any Accrued Interest on such Securities.
|
The Tender Offers will expire at 11:59
p.m., New York City time,
on March 26, 2021, or any other date and time to which such
Tender Offer is extended (such date and time, as it may be extended
with respect to a Tender Offer, the "Expiration Date"), unless
earlier terminated. Holders of Securities must validly tender
and not validly withdraw their Securities prior to 5:00 p.m., New York
City time, on March 12, 2021 (such date and time, as it
may be extended with respect to a Tender Offer, the "Early
Participation Date"), to be eligible to receive the applicable
Total Consideration (as defined below), which is inclusive of the
applicable cash amount set forth in the above tables under the
heading "Early Participation Amount" (the "Early Participation
Amount"), plus accrued interest. Holders of Securities who
validly tender their Securities after the Early Participation Date
but on or prior to the Expiration Date will only be eligible to
receive the applicable Late Tender Offer Consideration (as defined
below), plus accrued interest.
The consideration (the "Total Consideration") offered per
$1,000 or €1,000 principal amount, as
applicable, of such series of Securities validly tendered and
accepted for purchase pursuant to the applicable Tender Offer will
be determined in the manner described in the Offer to Purchase by
reference to the applicable "Fixed Spread" for such Securities
specified in the tables above plus the applicable yield based on
(a) the bid-side price of the applicable Reference Security listed
in Table I above, in the case of the Dollar Tender Offer, and (b)
the applicable Interpolated Rate listed in Table II above, in the
case of the Euro Tender Offer, in each case as determined at
10:00 a.m., New York City time, on March 12, 2021,
minus accrued interest. The "Late Tender Offer
Consideration" is equal to the Total Consideration minus the Early
Participation Amount.
With respect to each Tender Offer, the Securities accepted for
purchase will be accepted in accordance with their Acceptance
Priority Levels (with 1 being the highest Acceptance Priority Level
and 2 being the lowest Acceptance Priority Level) (collectively,
the "Acceptance Priority Levels"), subject to the limitations
that (i) the aggregate principal amount purchased pursuant to the
Dollar Tender Offer will not exceed the Dollar Security Maximum
Amount and (ii) the aggregate principal amount purchased pursuant
to the Euro Tender Offer will not exceed the Euro Security Maximum
Amount.
The settlement date for the Securities that are validly tendered
on or prior to the Early Participation Date and accepted for
purchase is expected to be March 16, 2021, assuming all
conditions to the applicable Tender Offer have been satisfied or
waived. The settlement date for Securities that are validly
tendered following the Early Participation Date but on or prior to
the applicable Expiration Date and accepted for purchase is
expected to be March 30, 2021, assuming all conditions to the
applicable Tender Offer have been satisfied or waived.
Securities that are validly tendered may be validly withdrawn at
any time prior to 5:00 p.m.,
New York City time, on
March 12, 2021 (such date and time, as it may be extended with
respect to a Tender Offer, the "Withdrawal Date"). After
such time, Securities validly tendered may not be withdrawn unless
the applicable Issuer extends the Withdrawal Date.
The Tender Offers are subject to the satisfaction or waiver of
certain conditions specified in the Offer to Purchase. The
Tender Offers are not conditioned on any minimum amount of
Securities being tendered.
Information Relating to the Tender Offers
J.P. Morgan Securities LLC is acting as the dealer manager in
connection with the Dollar Tender Offer and J.P. Morgan AG is
acting as the dealer manager in connection with the Euro Tender
Offer (together, the "Dealer Managers"). The information and
tender agent is D.F. King (the "Information and Tender
Agent"). Copies of the Offer to Purchase and related offer
materials are available by contacting D.F. King at +1 (877)
283-0323 or +1 (212) 269-5550 (banks and brokers). Questions
regarding the Tender Offers should be directed to J.P. Morgan
Securities LLC at +1 (866) 834-4666 (U.S. toll-free) or +1 (212)
834-3424 (collect) or J.P. Morgan AG at
liability_management_EMEA@jpmorgan.com, as applicable.
None of the Issuers or their affiliates, their respective boards
of directors or managing members, the Dealer Managers, D.F. King or the trustee or fiscal agent with
respect to any series of Securities is making any recommendation as
to whether holders of Securities should tender any Securities in
response to any of the Tender Offers, and neither the Issuers nor
any such other person has authorized any person to make any such
recommendation. Holders of Securities must make their own
decision as to whether to tender any of their Securities and, if
so, the principal amount of Securities to tender.
This press release is for informational purposes only and shall
not constitute an offer to purchase securities or a solicitation of
an offer to sell any securities. The Tender Offers are being
made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.
This press release must be read in conjunction with the Offer to
Purchase. The full details of the Tender Offers, including
complete instruction on how to tender Securities, are included in
the Offer to Purchase. The Offer to Purchase contains
important information that should be read carefully by holders of
Securities before making a decision to tender any Securities.
The Offer to Purchase may be obtained from the Information and
Tender Agent, free of charge, by calling toll-free at +1 (800)
820-2415 or +1 (212) 269-5550 (banks and brokers).
None of the Dealer Managers, the Information and Tender Agent or
any of their respective directors, officers, employees, agents or
affiliates assumes any responsibility for the accuracy or
completeness of the information concerning the Issuers, the
Securities or the Tender Offers contained in this press release or
in the Offer to Purchase. None of the Dealer Managers, the
Information and Tender Agent or any of their respective directors,
officers, employees, agents or affiliates is acting for any Holder,
or will be responsible to any Holder for providing any protections
which would be afforded to its clients or for providing advice in
relation to the Tender Offers, and accordingly none of the Dealer
Managers, the Information and Tender Agent and any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for any failure by the Issuers to
disclose information with regard to the Issuers or the Securities
which is material in the context of the Tender Offers and which is
not otherwise publicly available.
Redemption of Notes
The Company announced today that it will redeem all of its
outstanding 1.875% Senior Notes due 2021 (the "2021 Notes")
and all of its outstanding Floating Rate Notes due 2022 (the
"Floating Rate Notes"). The 2021 Notes, with an outstanding
aggregate principal amount of €392,933,000, will be redeemed on
March 30, 2021 (the "2021 Notes Redemption Date") and the
Floating Rate Notes, with an outstanding aggregate principal amount
of $200,000,000, will be redeemed on
March 16, 2021 (the "Floating Rate Notes Redemption
Date").
The redemption price of the 2021 Notes will equal the greater of
(a) 100% of the principal amount of the 2021 Notes to be redeemed
and (b) the sum of the present value of the remaining scheduled
payments discounted to the 2021 Notes Redemption Date on an annual
basis (assuming an Actual/Actual (ICMA) day count fraction) at the
Bond Rate (defined in the Fiscal Agency Agreement relating to the
2021 Notes as the comparable government issue rate) plus 0.25% (25
basis points), plus accrued and unpaid interest, if any, on the
principal amount being redeemed to, but excluding, the 2021 Notes
Redemption Date (the "2021 Notes Redemption Price").
Unless the Company defaults in making the redemption payment,
interest on the redeemed 2021 Notes will cease to accrue from and
after the 2021 Notes Redemption Date, and the only remaining right
of the holders of the 2021 Notes after the 2021 Notes Redemption
Date will be to receive payment of the 2021 Notes Redemption
Price.
The redemption price for the Floating Rate Notes will be equal
to 100% of the principal amount of the Floating Rate Notes to be
redeemed, plus accrued and unpaid interest on the outstanding
Floating Rate Notes to, but excluding, the Floating Rate Notes
Redemption Date (the "Floating Notes Redemption Price").
Unless the Company defaults in payment of the Floating Notes
Redemption Price, on or after the Floating Rate Notes Redemption
Date, interest will cease to accrue on the Floating Rate Notes or
portions thereof called for redemption and the only right of the
holders of the Floating Rate Notes will be to receive payment of
the Floating Notes Redemption Price.
Notices of redemption are being sent by the Fiscal Agent, HSBC
Bank plc, for the 2021 Notes and by the trustee, U.S. Bank National
Association, for the Floating Rate Notes.
About Albemarle Corporation
Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, N.C., is a global specialty
chemicals company with leading positions in lithium, bromine and
refining catalysts. We think beyond business-as-usual to power the
potential of companies in many of the world's largest and most
critical industries, such as energy, electronics, and
transportation. We actively pursue a sustainable approach to
managing our diverse global footprint of world-class resources. In
conjunction with our highly experienced and talented global teams,
our deep-seated values, and our collaborative customer
relationships, we create value-added and performance-based
solutions that enable a safer and more sustainable future.
We regularly post information to www.albemarle.com, including
notification of events, news, financial performance, investor
presentations and webcasts, non-GAAP reconciliations, SEC filings
and other information regarding our company, its businesses and the
markets it serves.
Forward-Looking Statements
Some of the information
presented in this press release, including, without limitation,
statements regarding the proposed Tender Offers, the expected
timing, size and other terms of each Tender Offer, our ability to
complete each Tender Offer and information related to product
development, production capacity, committed volumes, market trends,
pricing, expected growth, earnings and demand for our products,
input costs, surcharges, tax rates, stock repurchases, dividends,
cash flow generation, costs and cost synergies, capital projects,
economic trends, outlook and all other information relating to
matters that are not historical facts, may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could
differ materially from the views expressed. Factors that could
cause actual results to differ materially from the outlook
expressed or implied in any forward-looking statement include,
without limitation: changes in economic and business conditions;
changes in financial and operating performance of our major
customers and industries and markets served by us; the timing of
orders received from customers; the gain or loss of significant
customers; competition from other manufacturers; changes in the
demand for our products or the end-user markets in which our
products are sold; limitations or prohibitions on the manufacture
and sale of our products; availability of raw materials; increases
in the cost of raw materials and energy, and our ability to pass
through such increases to our customers; changes in our markets in
general; fluctuations in foreign currencies; changes in laws and
government regulation impacting our operations or our products; the
occurrence of regulatory actions, proceedings, claims or
litigation; the occurrence of cyber-security breaches, terrorist
attacks, industrial accidents, natural disasters or climate change;
hazards associated with chemicals manufacturing; the inability to
maintain current levels of product or premises liability insurance
or the denial of such coverage; political unrest affecting the
global economy, including adverse effects from terrorism or
hostilities; political instability affecting our manufacturing
operations or joint ventures; changes in accounting standards; the
inability to achieve results from our global manufacturing cost
reduction initiatives as well as our ongoing continuous improvement
and rationalization programs; changes in the jurisdictional mix of
our earnings and changes in tax laws and rates; changes in monetary
policies, inflation or interest rates that may impact our ability
to raise capital or increase our cost of funds, impact the
performance of our pension fund investments and increase our
pension expense and funding obligations; volatility and
uncertainties in the debt and equity markets; technology or
intellectual property infringement, including through
cyber-security breaches, and other innovation risks; decisions we
may make in the future; the ability to successfully execute,
operate and integrate acquisitions and divestitures; uncertainties
as to the duration and impact of the coronavirus (COVID-19)
pandemic; and the other factors detailed from time to time in the
reports we file with the SEC, including those described under "Risk
Factors" in our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q. These forward-looking statements speak only
as of the date of this press release. We assume no obligation to
provide any revisions to any forward-looking statements should
circumstances change, except as otherwise required by securities
and other applicable laws.
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SOURCE Albemarle Corporation