CHARLOTTE, N.C., Jan. 19, 2017 /PRNewswire/ -- Albemarle
Corporation (NYSE: ALB) (the "Company" or "Albemarle"), a leader in the global specialty
chemicals industry, today announced the early tender results of its
previously announced tender offers (the "Maximum Tender Offers") to
purchase for cash up to a maximum repurchase amount of its 1.875%
senior notes due 2021 and 4.150% senior notes due 2024 described in
the table below (such notes, the "Maximum Tender Offer Notes").
As of the early tender date and time of 5:00 p.m., New York
City time, on January 18, 2017
(the "Early Tender Date"), according to information provided by
D.F. King & Co., Inc., the
tender and information agent for the Maximum Tender Offers, a total
of €533,330,000 aggregate principal amount of the 2021 Notes (which
have the highest acceptance priority level) had been validly
tendered and not validly withdrawn in the Maximum Tender Offers.
Since the principal amount of 2021 Notes tendered will exceed
the Aggregate Maximum Repurchase Amount, none of the tendered 2024
Notes will be accepted for purchase pursuant to the Maximum Tender
Offers and no Maximum Tender Offer Notes tendered after the Early
Tender Date will be accepted. Withdrawal rights for the Maximum
Tender Offer Notes expired on the Early Tender Date. The
table below sets forth the aggregate principal amount and
percentage of the 2021 Notes validly tendered and not validly
withdrawn by the Early Tender Date. The 2021 Notes will be subject
to proration as described in the Offer to Purchase (as defined
below), based on conversion from Euros to U.S. Dollars as described
in the Offer to Purchase.
Up to the $325,215,000 Aggregate Maximum Repurchase Amount
(a)
of the Outstanding Notes Listed Below
Title of
Security
|
CUSIP/ISIN
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
U.S.
Treasury
Reference
Security/
Interpolated
Rate
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment
(b)
|
Principal Amount
Tendered
|
Percent
Tendered
of
Principal
Amount
Outstanding
|
1.875% senior notes
due 2021
(the "2021
Notes")
|
ISIN:
XS1148074518
|
€700,000,000
|
1
|
Interpolated Mid-Swap
Rate
|
ICAE1
|
35 bps
|
€30.00 per
€1,000
|
€533,330,000
|
76.19%
|
4.150% senior notes
due 2024 (the "2024 Notes")(c)
|
CUSIP:
012725AC1
ISIN:
US012725AC13
|
$425,000,000
|
2
|
2.00% U.S.T. due
11/15/26
|
PX1
|
85 bps
|
$30.00 per
$1,000
|
$229,435,000
|
53.98%
|
(a) The Maximum Tender
Offers are subject to an Aggregate Maximum Repurchase Amount of
$325,215,000, which was
calculated as $500,000,000 (converted
into U.S. Dollars where applicable as described in the Offer to
Purchase) principal amount less the $174,785,000 aggregate principal amount of the
2020 Notes (as defined below) that were validly tendered and
accepted for purchase in the Any and All Tender Offers (as defined
below). The Company will allocate the Aggregate Maximum Repurchase
Amount to purchase Maximum Tender Offer Notes as more fully set
forth herein.
(b) The Total Consideration
(as defined below) for Maximum Tender Offer Notes validly tendered
prior to or at the Early Tender Date and accepted for purchase is
calculated using the applicable Fixed Spread (as defined below) and
is inclusive of the Early Tender Payment (as defined below).
(c) The 2024 Notes will not
be accepted for purchase.
The Maximum Tender Offers were made pursuant to the terms and
conditions set forth in the offer to purchase, dated January 4, 2017 (the "Offer to Purchase"), and
the related letter of transmittal and notice of guaranteed delivery
(collectively with the Offer to Purchase, the "Tender Offer
Documents"), including the offers to purchase for cash (a) any and
all of its outstanding 3.000% senior notes due 2019 (the "2019
Notes") and 4.500% senior notes due 2020 (the "2020 Notes") (such
tender offers, the "Any and All Tender Offers"), and (b) up to an
aggregate principal amount of Maximum Tender Offer Notes that will
not exceed $325,215,000 (the
"Aggregate Maximum Repurchase Amount"), equal to $500,000,000 (U.S. Dollar equivalent as set forth
on the cover page of the Offer to Purchase) principal amount less
the $174,785,000 aggregate principal
amount of the 2020 Notes that were validly tendered and accepted
for purchase in the Any and All Tender Offers.
Holders of Maximum Tender Offer Notes were required to validly
tender and not validly withdraw their Maximum Tender Offer Notes
prior to or at the Early Tender Date to be eligible to receive the
Total Consideration (as defined below), inclusive of an amount in
cash equal to the amounts set forth in the table above under the
heading "Early Tender Payment" (the "Early Tender Payment").
The "Total Consideration" payable for each series of Maximum
Tender Offer Notes will be a price per $1,000 or €1,000 principal amount of such series
of Maximum Tender Offer Notes equal to an amount, calculated in
accordance with Schedule A or B, respectively, of the Offer to
Purchase and with reference to the Settlement Date (as defined
below), that would reflect a yield to the applicable call or
maturity date of such series of Maximum Tender Offer Notes equal to
the sum of (i) the Reference Yield (as defined below) for such
series, as determined as of 10:00
a.m. (New York City time)
on January 19, 2017, the business day
following the Early Tender Date, plus (ii) the fixed spread
applicable to such series, as set forth in the table above (the
"Fixed Spread"), in each case (as set out in the calculation in
Schedule A or Schedule B, respectively) minus accrued and unpaid
interest on the Maximum Tender Offer Notes from, and including, the
most recent interest payment date prior to the applicable Payment
Date up to, but not including, the Settlement Date. The
"Reference Yield" means (i) with respect to the 2024 Notes (which
are denominated in U.S. Dollars), the yield of the applicable
reference security listed in the table above for such series and
(ii) with respect to the 2021 Notes, the Interpolated Rate (as
defined in the Offer to Purchase) for such series. The Total
Consideration includes the Early Tender Payment for the applicable
series of Maximum Tender Offer Notes set forth in the table
above.
Holders will also receive accrued and unpaid interest on Maximum
Tender Offer Notes validly tendered and accepted for purchase from
the applicable last interest payment date up to, but not including,
the date the Company makes payment for such Maximum Tender Offer
Notes, which date is anticipated to be January 20, 2017 (the "Settlement Date"), in the
case of the Maximum Tender Offer Notes tendered prior to or at the
Early Tender Date and accepted for purchase.
In the Any and All Tender Offers, a total of $366,837,000 was tendered including $192,052,000 aggregate principal amount of 2019
Notes (excluding $135,000 aggregate principal amount of 2019
Notes tendered pursuant to the guaranteed delivery procedures
described in the Tender Offer Documents, but as to which the
holders did not complete performance of the delivery requirements
under such procedures) and $174,785,000 aggregate principal amount of 2020
Notes (excluding $406,000 aggregate principal amount of 2020
Notes tendered pursuant to the guaranteed delivery procedures
described in the Tender Offer Documents, but as to which the
holders did not complete performance of the delivery requirements
under such procedures).
Albemarle will fund the Maximum
Tender Offers with the net proceeds from the previously completed
sale of its Chemetall Surface Treatment segment. The Maximum Tender
Offers are being made to reduce the Company's outstanding
debt.
The Maximum Tender Offers will expire at 11:59 p.m., New York
City time, on February 1,
2017, unless extended or earlier terminated. Because the
Maximum Tender Offers have been fully subscribed as of the Early
Tender Date, holders who tender Maximum Tender Offer Notes after
the Early Tender Date will not have any of their Maximum Tender
Offer Notes accepted for purchase. Any Maximum Tender Offer
Notes tendered after the Early Tender Date, together with all
Maximum Tender Offer Notes (other than the 2021 Notes that are
accepted for purchase after proration) tendered at or prior to the
Early Tender Date, will be returned to the holders thereof as
described in the Tender Offer Documents.
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 either of the
Maximum Tender Offers and reduce its outstanding indebtedness and
the other risks identified in the Offer to Purchase, 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