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Albemarle Corporation (NYSE: ALB) (the "Company"), a global leader in providing essential elements for mobility, energy, connectivity and health, today announced the pricing terms for its previously announced cash tender offers (each, an "Offer" and collectively, the "Offers") to purchase up to $650 million aggregate principal amount of the Notes, not including accrued and unpaid interest (an amount increased from a previously announced purchase price of $500 million), of the Company's validly tendered (and not validly withdrawn) notes set forth below (the "Notes") using a "waterfall" methodology under which the Company will accept the Notes in order of their respective acceptance priority levels noted in the table below (the "Acceptance Priority Levels"). The Offers are being made pursuant to an Offer to Purchase, dated March 2, 2026, as amended and supplemented by the Company's press release on March 16, 2026 (the "Offer to Purchase"), which sets forth a description of the terms of the Offers.
As of 10:00 a.m. New York City time, on March 16, 2026 (the "Price Determination Time"), the Company expects to accept for purchase pursuant to the Offers the full amount ($254,320,000 aggregate principal amount) of the 5.650% Senior Notes due 2052 (which have an Acceptance Priority Level of 1), the full amount ($149,034,000 aggregate principal amount) of the 5.450% Senior Notes due 2044 (which have an Acceptance Priority Level of 2), the full amount ($62,372,000 aggregate principal amount) of the 3.450% Senior Notes due 2029 (which have an Acceptance Priority Level of 3) and $184,274,000 of the $266,227,000 aggregate principal amount of the 5.050% Senior Notes due 2032 (which have an Acceptance Priority Level of 4) validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below) on a prorated basis as described in the Offer to Purchase.
The "Total Consideration" to be paid for the Notes validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 13, 2026 (the "Early Tender Time") and accepted for purchase pursuant to the Offers, includes an early tender premium of $50 per $1,000 principal amount of Notes so tendered and accepted for purchase (the "Early Tender Premium"), which will not constitute an additional or increased payment. In addition to the applicable Total Consideration, holders who validly tender and do not validly withdraw their Notes, and whose Notes are accepted for purchase in the Offers will also be paid any applicable accrued and unpaid interest up to, but excluding, March 18, 2026 (the "Early Settlement Date"). The Total Consideration has been determined 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"), determined at the Price Determination Time as specified in the table below and on the cover page of the Offer to Purchase in the column entitled "Reference U.S. Treasury Security."
The table below includes only the Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time that the Company expects to accept for purchase pursuant to the Offers.
Acceptance | Title of Security | CUSIP | Outstanding | Reference U.S. | Bloomberg | Reference | Fixed | Total | ||||||||
1 | 5.650% | 012653AF8 | $450,000,000 | 4.625% UST | FIT 1 | 4.861Â % | +140 | $921.71 | ||||||||
2 | 5.450% | 012725AD9 | $350,000,000 | 4.625% UST | FIT 1 | 4.836Â % | +115 | $940.07 | ||||||||
3 | 3.450% | 01273PAB8 | $171,612,000 | 3.500% UST | FIT 1 | 3.684Â % | +70 | $968.70 | ||||||||
4 | 5.050% | 012653AE1 | $600,000,000 | 3.500% UST | FIT 1 | 3.802Â % | +90 | $1,017.87 |
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(1) | The Company is offering to accept $650 million aggregate principal amount of validly tendered (and not validly withdrawn) Notes in the Offer 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. |
(2) | The Total Consideration for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium of $50 per $1,000 principal amount is included in the Total Consideration for each series of Notes set forth above and does not constitute an additional or increased payment. Holders of Notes will also receive accrued and unpaid interest on Notes accepted for purchase up to, but excluding, the Early Settlement Date. |
(3) | Per $1,000 principal amount of Notes. Includes the Early Tender Premium of $50 per $1,000 principal amount of Notes. |
* 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. | |
All conditions of the Offers were deemed satisfied by the Company, or timely waived by the Company. Accordingly, the Company expects to accept for purchase, and pay for, $650 million aggregate principal amount of Notes validly tendered (and not validly withdrawn) on the Early Settlement Date.
Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on March 30, 2026, unless extended or terminated, because the Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time exceeded $650 million aggregate principal amount, there will be no Final Settlement Date (as defined in the Offer to Purchase), and no Notes tendered after the Early Tender Time will be accepted for purchase. Notes tendered and not purchased on March 18, 2026 (the "Early Settlement Date") will be returned to holders promptly after the Early Settlement Date.
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.com
Media Contact: Ryan Dean, +1 (980) 308-6310, media@albemarle.com
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SOURCE Albemarle Corporation
