CHARLOTTE, N.C., March 12, 2021 /PRNewswire/ -- Albemarle
Corporation (the "Company") (NYSE: ALB) today announced the pricing
of the previously announced 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"), for up to
$100,000,000 in aggregate principal
amount of securities (the "Dollar Security Maximum Amount") of the
Dollar Tender Offer (as defined below) and up to €100,000,000 in
aggregate principal amount of securities (the "Euro Security
Maximum Amount") of the Euro Tender Offer (as defined
below).
The tables below summarize certain information regarding the
Securities (defined below) and the Tender Offers, including the
Total Consideration (defined below) for the Securities.
Table I:
Dollar Securities Subject To The Dollar Tender Offer
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Title of
Security
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Security
Identifier(s)
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Issuer
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Principal
Amount
Outstanding
(millions)
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Acceptance
Priority Level
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Early
Participation Amount(1)(2)
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Reference
Security
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Bloomberg
Reference Page/Screen
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Reference
Yield
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Fixed Spread
(basis points)
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Total
Consideration(2)
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3.450% Senior Notes
due 2029
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CUSIP:
01273P AB8, 01273P
AA0, Q0171Y AA8
ISIN:
US01273PAA03,
USQ0171YAA84
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Albemarle Wodgina Pty
Ltd (ACN 630 509 303)
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$300
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1
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$50
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1.125% US Treasury
due February 15, 2031
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FIT1
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1.616%
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100
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$1,062.62
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4.150% Senior Notes
Due 2024
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CUSIP:
012725AC1
ISIN:
US012725AC13
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Albemarle
Corporation
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$425
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2
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$50
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0.125% US Treasury
due February 15, 2024
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FIT1
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0.332%
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45
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$1,114.69
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Total
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$725
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Table II:
Euro Securities Subject To The Euro Tender Offer
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Title of
Security
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Security
Identifier(s)
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Issuer
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Principal
Amount
Outstanding
(millions)
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Acceptance
Priority Level
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Early
Participation Amount(1)(2)
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Interpolated
Rate
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Bloomberg
Reference Page/Screen
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Reference
Yield
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Fixed Spread
(basis points)
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Total
Consideration(2)
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1.125% Notes due
2025*
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Common Code:
208314696
ISIN:
XS2083146964
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Albemarle New Holding
GmbH
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€500
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1
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€50
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September 2025
Interpolated Rate
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ICAE1
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-0.346%
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20
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€1,057.79
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1.625% Notes due
2028*
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Common
Code:
208314734
ISIN:
XS2083147343
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Albemarle New Holding
GmbH
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€500
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2
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€50
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August 2028
Interpolated Rate
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ICAE1
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-0.137%
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70
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€1,077.21
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Total
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€1,000
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*
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Admitted to trading
on the Global Exchange Market, which is the exchange-regulated
market of Euronext Dublin.
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(1)
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Per $1,000 or €1,000
principal amount, as applicable.
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(2)
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The applicable Total
Consideration (as defined below) payable for each series of
Securities is 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.
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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 first tender offer is for up to
$100 million aggregate principal
amount of the outstanding senior notes listed in Table I above (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 aggregate principal amount of the notes listed in Table II
above (and together with the senior notes listed in Table I, the
"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.
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 was
determined in the manner described in the Offer to Purchase by
reference to the applicable "Fixed Spread" for such Securities, as
specified in the tables above, plus the applicable "Reference
Yield" for such Securities, as specified in the tables above, which
is 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.
Only holders of Securities who validly tender and do 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") may be eligible to receive the
applicable Total Consideration, 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 may only be eligible to
receive the applicable Late Tender Offer Consideration, plus
accrued interest.
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.
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. We may (i) increase the Dollar Security Maximum
Amount or the Euro Security Maximum Amount, or (ii) decrease the
Dollar Security Maximum Amount or the Euro Security Maximum Amount,
in our sole and absolute discretion and in accordance with
applicable law.
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.
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.
About Albemarle
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.
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