The Conversation (0)
Albemarle Corporation (NYSE: ALB) (the "Company"), a global leader in providing essential elements for mobility, energy, connectivity and health, today announced the early results of its previously announced cash tender offers (each, an "Offer" and collectively, the "Offers") for its validly tendered (and not validly withdrawn) notes set forth below (collectively, the "Notes"). The Offers are being made pursuant to an Offer to Purchase, dated March 2, 2026 (as amended and supplemented hereby, the "Offer to Purchase"), which sets forth a description of the terms of the Offers.
In making the announcement, the Company has exercised its previously disclosed right to amend the Offers to increase the Offer Cap (as defined below) from $500 million aggregate purchase price to an amount sufficient to accept for purchase, not including accrued and unpaid interest, up to $650 million aggregate principal amount of the Notes. Except as specifically amended hereby, all other terms of the Offers as previously set forth in the Offer to Purchase remain unchanged. See the Offer to Purchase for the complete terms and conditions of the Offers.
The following table summarizes certain information regarding the Notes that were validly tendered and not validly withdrawn in the Offers as of 5:00 p.m., New York City time, on March 13, 2026 (the "Early Tender Time"). Withdrawal rights for the Offers expired at 5:00 p.m., New York City time, on March 13, 2026 (the "Withdrawal Deadline") and, accordingly, any Notes that were validly tendered in the Offers may no longer be withdrawn, except where additional withdrawal rights are required by law.
Acceptance | Title of Security | CUSIP | Outstanding | Aggregate |
1 | 5.650% Senior Notes due 2052 | 012653AF8 | $450,000,000 | $254,320,000 |
2 | 5.450% Senior Notes due 2044 | 012725AD9 | $350,000,000 | $149,034,000 |
3 | 3.450% Senior Notes due 2029* | 01273PAB8 | $171,612,000 | $62,372,000 |
4 | 5.050% Senior Notes due 2032 | 012653AE1 | $600,000,000 | $266,227,000 |
(1) The Company is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offers for which the aggregate purchase price, not including accrued and unpaid interest, is in an amount sufficient to accept for purchase up to $650 million aggregate principal amount of the Notes (as increased from a previously announced amount of $500 million, the "Offer Cap") using a "waterfall" methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the table above (the "Acceptance Priority Levels").
* Denotes a series of Notes issued by Albemarle Wodgina Pty Ltd, an Australian company and a wholly-owned subsidiary of the Company, fully and unconditionally guaranteed on a senior unsecured basis by the Company.
The consideration to be paid for the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers will be determined at 10:00 a.m., New York City time, on March 16, 2026 (the "Price Determination Time") in the manner described in the Offer to Purchase by reference to a fixed spread for each of the Notes over the applicable yield to maturity of the applicable U.S. Treasury Security (the "Reference Treasury Security") specified in the table above and on the cover page of the Offer to Purchase in the column entitled "Reference U.S. Treasury Security." Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Time and whose Notes are accepted for purchase will be entitled to receive the applicable "Total Consideration," which includes an early tender premium of $50 per $1,000 principal amount of Notes so tendered and accepted for purchase (the "Early Tender Premium"). The Early Tender Premium will be included in the Total Consideration for each series of Notes, and will not constitute an additional or increased payment. In addition, in each case, holders whose Notes are accepted for purchase will receive accrued and unpaid interest on their Notes up to, but excluding, March 18, 2026 (the "Early Settlement Date"), payable on the Early Settlement Date. None of the Offers is conditioned on any of the other Offers or upon any minimum principal amount of Notes of any series being tendered.
The Company expects to issue a press release on March 16, 2026, announcing the Total Consideration payable in connection with the Offers.
The Company expressly reserves the right, in its sole discretion, subject to applicable law, to: (i) terminate any or all of the Offers and not accept for purchase any of the Notes not theretofore accepted for purchase in the terminated Offer or Offers; (ii) waive any and all of the conditions to the Offers on or prior to the time the Notes are accepted for purchase in any or all of the Offers; (iii) accept for purchase and pay for all Notes validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline in any or all of the Offers; (iv) to keep any or all of the Offers open or extend the Early Tender Time, Withdrawal Deadline or time in which the Offers are scheduled to expire to a later date and time; (v) increase or decrease the Offer Cap or change the Acceptance Priority Levels; or (vi) otherwise amend the terms and conditions of the Offers.
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Offers are being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.
J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and U.S. Bancorp Investments, Inc. are serving as Dealer Managers for the Offers (each, a "Dealer Manager" and together, the "Dealer Managers"). Questions regarding the Offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-3554 (collect), Mizuho Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7741 (collect), Truist Securities, Inc. at (833) 594-7730 (toll-free) or U.S. Bancorp Investments, Inc. at (800) 479-3441 (toll-free) or (917) 558-2756 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to Global Bondholder Services Corporation, which is acting as the Tender Agent and Information Agent for the Offers at the following telephone numbers: banks and brokers at (212) 430-3774; all others toll-free at (855) 654-2015.
About Albemarle
Albemarle Corporation (NYSE: ALB) is a world leader in transforming essential resources into critical ingredients for mobility, energy, connectivity and health. We partner to pioneer new ways to move, power, connect and protect with people and planet in mind. A reliable and high-quality global supply of lithium and bromine allows us to deliver advanced solutions for our customers. Learn more about how the people of Albemarle are enabling a more resilient world at Albemarle.com.
Albemarle regularly posts information to Albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations, U.S. Securities and Exchange Commission filings and other information regarding the company, its businesses and the markets it serves.
Forward-Looking Statements
This press release contains certain information that are not statements of historical fact or current fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on assumptions that we have made as of the date hereof and are subject to known and unknown risks and uncertainties, often contain words such as "anticipate," "believe," "estimate," "expect," "guidance," "intend," "may," "should," "would," "will," "outlook," and "scenario." These and other forward-looking statements are based on management's current estimates, assumptions and expectations and involve risks and uncertainties that could significantly affect expected results. Actual results could differ materially from those expressed or implied in the forward-looking statements if one or more of the underlying estimates, assumptions or expectations prove to be inaccurate or are unrealized. Additional information concerning factors that could cause actual results to differ materially from those projected is contained in the reports Albemarle files with the SEC, including those described under "Risk Factors" in Albemarle's most recent Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q, which are filed with the SEC and available on the investor section of Albemarle's website (investors.Albemarle.com) and on the SEC's website at www.sec.gov.
Albemarle assumes no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.
Investor Relations Contact: +1 (980) 308-6194, invest@albemarle.comÂ
Media Contact: Ryan Dean, +1 (980) 308-6310, media@albemarle.comÂ
View original content to download multimedia:https://www.prnewswire.com/news-releases/albemarle-corporation-announces-early-tender-results-and-upsizing-of-offer-cap-of-previously-announced-cash-debt-tender-offers-302714094.html
SOURCE Albemarle Corporation
