CHARLOTTE, N.C., Jan. 10, 2017 /PRNewswire/ -- Albemarle
Corporation (NYSE: ALB) (the "Company" or "Albemarle"), a leader in the global specialty
chemicals industry, today announced the pricing, as set forth in
the table below, and expiration of its previously announced tender
offers (the "Any and All Tender Offers") to purchase for cash any
and all of its outstanding 3.000% notes due 2019 and 4.500% notes
due 2020.
Title of
Security
|
CUSIP/ISIN
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Principal
Amount
Tendered
|
Total
Consideration(a)
|
3.000% notes due
2019 (the "2019 Notes")
|
CUSIP:
012725AB3
ISIN:
US012725AB30
|
$250,000,000
|
1.50% U.S.T due
10/31/19
|
PX5
|
25 bps
|
$192,187,000
|
$1,036.47
|
4.500% notes due
2020 (the "2020 Notes")
|
CUSIP:
012725AA5
ISIN:
US012725AA56
|
$350,000,000
|
1.375% U.S.T. due
08/31/20
|
PX5
|
50 bps
|
$175,191,000
|
$1,082.65
|
(a)
|
Per $1,000 principal
amount. Total Consideration (as defined below), calculated on the
basis of pricing for the U.S. Treasury Reference Security as of
2:00 p.m., New York City time, on January 10, 2017.
|
The Any and All Tender Offers were made pursuant to the terms
and conditions set forth in the offer to purchase, dated
January 4, 2017, and the related
letter of transmittal and notice of guaranteed delivery (the
"Tender Offer Documents") to purchase for cash any and all of the
2019 Notes and the 2020 Notes. The 2019 Notes and the 2020
Notes are collectively referred to herein as "Notes."
The Any and All Tender Offers expired at 5:00 p.m., New York
City time, on January 10, 2017
(such time and date, the "Expiration Date"). Holders of Notes were
required to validly tender and not validly withdraw their Notes
prior to or at the Expiration Date to be eligible to receive the
Total Consideration.
The "Total Consideration" listed in the table above for each
$1,000 principal amount of each
series of Notes validly tendered and accepted for purchase pursuant
to the Any and All Tender Offers was determined in the manner
described in the Tender Offer Documents by reference to a fixed
spread specified in the table above plus the yield to maturity
based on the bid-side price of the applicable U.S. Treasury
Reference Security specified in the table above at 2:00 p.m., New York
City time, on January 10,
2017.
According to information provided by D.F. King & Co., Inc., the tender and
information agent for the tender offers, $192,187,000 aggregate principal amount of the
2019 Notes and $175,191,000 aggregate
principal amount of the 2020 Notes were validly tendered prior to
or at the Expiration Date and not validly withdrawn. These amounts
include $135,000 aggregate principal
amount of 2019 Notes and $475,000
aggregate principal amount of the 2020 Notes tendered pursuant to
the guaranteed delivery procedures described in the Tender Offer
Documents, which remain subject to the holders' performance of the
delivery requirements under such procedures. The Company has
accepted for purchase all Notes validly tendered and not validly
withdrawn at or prior to the Expiration Date. The settlement date
for the Notes is expected to be January 11,
2017 (the "Settlement Date"), although the settlement of
Notes tendered pursuant to guaranteed delivery procedures is
expected to be January 13, 2017 (the
"Guaranteed Delivery Settlement Date").
Based on the results of the Any and All Tender Offers, the
Aggregate Maximum Repurchase Amount (as defined in the offer to
purchase relating to the tender offers) with respect to the
Company's offer on its 1.875% senior notes due 2021 and its 4.150%
senior notes due 2024 is approximately $325
million.
Holders will also receive accrued and unpaid interest on Notes
validly tendered and accepted for purchase from the applicable last
interest payment date up to, but not including, the Settlement
Date. The Company intends to make payment on Notes tendered by the
guaranteed delivery procedures on the Guaranteed Delivery
Settlement Date, but accrued interest will cease to accrue on the
Settlement Date for all Notes accepted in the Any and All Tender
Offers, including those tendered by the guaranteed delivery
procedures.
Albemarle will fund the tender
offers with the net proceeds from the previously completed sale of
its Chemetall Surface Treatment segment. The tender offers are
being made to reduce the Company's outstanding debt. The
Company currently intends to deliver a notice of redemption to
redeem all of the 2019 Notes that were not validly tendered and
accepted in the Any and All Tender Offers in accordance with the
terms of the make-whole redemption provisions under the indenture
governing the 2019 Notes.
Information Relating to the Tender Offers
BofA Merrill Lynch is the Sole Dealer Manager for the tender
offers. Investors with questions regarding the tender offers may
contact the Sole Dealer Manager at (888) 292-0070 (U.S. toll-free),
(980) 387-3907 (collect) or +44-20-7996-5420 (London). D.F.
King & Co., Inc. is the tender and information agent for
the tender offers and may be contacted at (800) 967-4617
(toll-free) or (212) 269-5550 (collect). The Tender Offer
Documents may be downloaded from D.F.
King & Co., Inc.'s website at www.dfking.com/alb or
obtained from D.F. King & Co.,
Inc., free of charge, by calling (888) 542-7446 (U.S. toll-free) or
+44-20-7920-9700 (London); bankers
and brokers may call (212) 269-5550 (collect).
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the above-referenced securities, and the tender offers do not
constitute offers to buy or the solicitation of offers to sell
securities in any jurisdiction or in any circumstances in which
such offers or solicitations are unlawful. The full details of the
tender offers, including complete instructions on how to tender
securities, are included in the Tender Offer Documents. Holders are
strongly encouraged to read carefully the Tender Offer Documents,
including materials incorporated by reference therein, because they
contain important information.
About Albemarle
Albemarle Corporation (NYSE: ALB), headquartered in Charlotte, NC, is a global specialty chemicals
company with leading positions in lithium, bromine and refining
catalysts. We power the potential of companies in many of the
world's largest and most critical industries, from energy and
communications to transportation and electronics. Working
side-by-side with our customers, we develop value-added, customized
solutions that make them more competitive. Our solutions combine
the finest technology and ingredients with the knowledge and
know-how of our highly experienced and talented team of operators,
scientists and engineers.
Discovering and implementing new and better performance-based
sustainable solutions is what motivates all of us. We think beyond
business-as-usual to drive innovations that create lasting value.
Albemarle employs approximately
4,100 people and serves customers in approximately 100 countries.
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
This press release contains forward-looking statements within
the meaning of the federal securities laws. Such statements are
subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company. These risks
include, but are not limited to, the Company's ability to complete
any of the tender offers and reduce its outstanding indebtedness
and the other risks identified in the offer to purchase relating to
the tender offers, the Company's Annual Report on Form 10-K and its
other filings with the Securities and Exchange Commission.
Investors are cautioned that any such statements are not guarantees
of future performance and that actual results or developments may
differ materially from those projected in the forward-looking
statements. The forward-looking statements in this press release
are made as of the date hereof, and the Company does not undertake
any obligation to update the forward-looking statements as a result
of new information, future events or otherwise.
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SOURCE Albemarle Corporation