CHARLOTTE, N.C., March 15, 2021 /PRNewswire/ -- Albemarle
Corporation (the "Company") (NYSE: ALB) today announced the upsize
and early results of the previously announced cash tender offers by
the Company and two of its wholly-owned subsidiaries, Albemarle
Wodgina Pty Ltd (ACN 630 509 303) ("Wodgina") and Albemarle New
Holding GmbH ("New Holding," and together with the Company and
Wodgina, the "Issuers").
The Issuers are amending the tender offers to (i) increase the
maximum aggregate principal amount of the outstanding senior notes
listed in Table I below (the "Dollar Securities") that will be
accepted for purchase in the tender offer for such securities (the
"Dollar Tender Offer") from $100,000,000 to $128,388,000 (the "Dollar Security Maximum
Amount") and (ii) increase the maximum aggregate principal amount
of the outstanding notes listed in Table II below (the "Euro
Securities" and, together with the Dollar Securities, the
"Securities") that will be accepted for purchase in the tender
offer for such securities (the "Euro Tender Offer" and, together
with the Dollar Tender Offer, the "Tender Offers" and each, a
"Tender Offer") from €100,000,000 to €122,871,000 (the "Euro
Security Maximum Amount"). All other terms and conditions of
the Tender Offers as previously announced in the Offer to Purchase
(defined below), as amended and supplemented from time to time,
remain unchanged.
Approximately $276,775,000 and
€333,345,000 in aggregate principal amount of Dollar Securities and
Euro Securities, respectively, were validly tendered and not
validly withdrawn on or prior to 5:00
p.m., New York City time,
on March 12, 2021 (the "Early
Participation Date"). Withdrawal rights for the Tender Offers
expired at 5:00 p.m., New York City time, on March 12, 2021, and, accordingly, Securities
validly tendered in the Tender Offers may no longer be withdrawn
except where additional withdrawal rights are required by law.
The tables below summarize certain information regarding the
Securities and the Tender Offers, including the aggregate principal
amount of each series of Securities that were validly tendered and
not validly withdrawn on or prior to the Early Participation Date,
and 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
|
Principal
Amount
Outstanding
(millions)
|
Acceptance
Priority Level
|
Principal
Amount
Tendered as of Early
Participation Date
|
Principal
Amount
Accepted
|
Proration
Factor(1)
|
3.450% Senior
Notes due 2029
|
CUSIP:
01273P
AB8,
01273P
AA0,
Q0171Y AA8
ISIN:
US01273PAA03,
USQ0171YAA84
|
Albemarle
Wodgina Pty Ltd
(ACN 630 509 303)
|
$300
|
1
|
$128,388,000
|
$128,388,000
|
100%
|
4.150% Senior
Notes due 2024
|
CUSIP:
012725AC1
ISIN:
US012725AC13
|
Albemarle
Corporation
|
$425
|
2
|
$148,387,000
|
$0
|
N/A
|
Total
|
|
|
$725
|
|
|
|
|
|
|
|
Table II: Euro
Securities Subject To The Euro Tender Offer
|
Title of
Security
|
Security
Identifier(s)
|
Issuer
|
Principal
Amount
Outstanding
(millions)
|
Acceptance
Priority Level
|
Principal
Amount
Tendered as of Early
Participation Date
|
Principal
Amount
Accepted
|
Proration
Factor(1)
|
1.125% Notes
due 2025*
|
Common
Code:
208314696
ISIN:
XS2083146964
|
Albemarle New
Holding GmbH
|
€500
|
1
|
€199,782,000
|
€122,871,000
|
59.4%
|
1.625% Notes
due 2028*
|
Common
Code:
208314734
ISIN:
XS2083147343
|
Albemarle New
Holding GmbH
|
€500
|
2
|
€133,563,000
|
€0
|
N/A
|
Total
|
|
|
€1,000
|
|
|
|
|
*
|
Admitted to trading
on the Global Exchange Market, which is the exchange-regulated
market of Euronext Dublin.
|
|
|
(1)
|
Proration Factor is
rounded to the nearest tenth of one percent.
|
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. In accordance with the Dollar Security Maximum Amount
and the Euro Security Maximum Amount, Securities validly tendered
and not validly withdrawn prior to or at the Early Participation
Date will be subject to proration as further described in the Offer
to Purchase. Based on information received from D.F. King
& Co., Inc., the Information and Tender Agent for the Tender
Offers, as of the Early Participation Date, Wodgina expects to
accept for purchase $128,388,000 of
its 3.450% Senior Notes due 2029 using a proration factor of 100%
and New Holding expects to accept for purchase €122,871,000 of its
1.125% Notes due 2025 using a proration factor of 59.4%. The
Issuers do not anticipate accepting for purchase any Securities
validly tendered after the Early Participation Date because the
aggregate principal amount of Dollar Securities and Euro Securities
tendered would exceed the Dollar Security Maximum Amount and the
Euro Security Maximum Amount, respectively.
The settlement date for the Securities that were 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 Tender Offers are being made pursuant to an Offer to
Purchase, dated March 1, 2021, as
amended and supplemented from time to time (the "Offer to
Purchase"), which sets forth the terms and conditions of the Tender
Offers.
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