BATON ROUGE, La., Nov. 24,
2014 /PRNewswire/ -- Albemarle Corporation (NYSE: ALB)
announced that it has closed an underwritten public offering of
unsecured, unsubordinated notes consisting of:
- $250 million of 3.000% notes due
2019,
- $425 million of 4.150% notes due
2024, and
- $350 million of 5.450% notes due
2044.
The Company intends to use the net proceeds from the offering,
together with other borrowings, to finance the aggregate cash
consideration of the previously announced acquisition of Rockwood
Holdings, Inc., pay related fees and expenses and repay its
outstanding $325 million in aggregate
principal amount of 2015 senior unsecured notes. The Company
intends to repay certain borrowings with cash on hand of Rockwood
and the Company.
The joint book-running managers for the offering were:
Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC.
As previously announced on July 15,
2014, the Boards of Directors of both Albemarle and Rockwood
approved a definitive agreement under which Albemarle will acquire
each outstanding share of Rockwood common stock for $50.65 in cash and 0.4803 of a share of Albemarle
common stock. On November 14, 2014,
the issuance of shares by Albemarle to Rockwood shareholders was
approved by Albemarle shareholders at a special meeting. The merger
was approved by Rockwood shareholders at a separate special meeting
held on the same day.
On November 13, 2014, Albemarle
received regulatory clearance for the transaction from the European
Commission. The transaction, which is expected to close in
the first quarter of 2015, remains subject to the satisfaction of
the closing conditions set forth in the merger agreement, including
regulatory approvals in China.
A copy of the final prospectus supplement (and accompanying
prospectus) relating to the senior notes may be obtained for free
by visiting EDGAR on the SEC website at http://www.sec.gov.
Alternatively, copies of the prospectus and prospectus
supplement may be obtained from any of the joint book-running
managers by contacting Merrill Lynch, Pierce, Fenner & Smith
Incorporated toll-free at 1-800-294-1322, J.P. Morgan Securities
LLC collect at 212-834-4533 or Wells Fargo Securities, LLC
toll-free at 1-800-645-3751.
About Albemarle
Albemarle Corporation, headquartered in Baton Rouge, Louisiana, is a leading global
developer, manufacturer, and marketer of highly-engineered
specialty chemicals for consumer electronics, petroleum refining,
utilities, packaging, construction, automotive/transportation,
pharmaceuticals, crop protection, food-safety and custom chemistry
services. The Company is committed to global sustainability and is
advancing its eco-practices and solutions in its two global
business units: Performance Chemicals and Catalyst Solutions.
Corporate Responsibility Magazine selected Albemarle to its
prestigious "100 Best Corporate Citizens" list for 2010, 2011 and
2013. Albemarle employs approximately 3,200 people and serves
customers in approximately 100 countries. Albemarle regularly posts
information to www.albemarle.com, including notification of events,
news, financial performance, investor presentations and webcasts,
Regulation G reconciliations, SEC filings, and other information
regarding the Company, its businesses and the markets we serve.
Forward-Looking Statements
Some of the information presented in this press release,
including, without limitation, statements with respect to the
proposed transaction with Rockwood and the anticipated consequences
and benefits of the transaction, the targeted close date for the
transaction, use of proceeds from the offering 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. There can be no
assurance that actual results will not differ materially. Factors
that could cause actual results to differ materially 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; limitations or prohibitions on the
manufacture and sale of our products; availability of raw
materials; changes in the cost of raw materials and energy; 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 claims or litigation; the
occurrence of natural disasters; the inability to maintain current
levels of product or premises liability insurance or the denial of
such coverage; political unrest affecting the global economy;
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; volatility and substantial
uncertainties in the debt and equity markets; technology or
intellectual property infringement; decisions we may make in the
future; the receipt and timing of necessary regulatory approvals
for the proposed transaction with Rockwood; the ability to finance
the proposed transaction with Rockwood; the ability to successfully
operate and integrate Rockwood's operations and realize estimated
synergies; and the other factors detailed from time to time in the
reports we file with the SEC, including those described under "Risk
Factors" in the joint proxy statement / prospectus we filed in
connection with the proposed transaction with Rockwood, and 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