Albemarle Corporation Announces Cash Tender Offers for Debt Securities and Redemption of 4.650% Senior Notes due 2027
Cash Tender Offers
The Company has commenced cash tender offers (collectively, the "Offers") for the maximum principal amount of validly tendered (and not validly withdrawn) (i) 5.650% Senior Notes due 2052 (the "2052 Notes"), (ii) 5.450% Senior Notes due 2044 (the "2044 Notes"), (iii) 3.450% Senior Notes due 2029 (the "2029 Notes"), and (iv) 5.050% Senior Notes due 2032 (the "2032 Notes" and, together with the 2052 Notes, 2044 Notes and 2029 Notes, the "Notes") set forth below, such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed
The Offers are being made pursuant to an Offer to Purchase, dated
A summary of the Offers to purchase the Notes is outlined below:
|
Acceptance |
Title of Security |
CUSIP |
Outstanding |
Reference |
Bloomberg |
Fixed |
Early |
|
1 |
5.650% Senior Notes due 2052 |
012653AF8 |
|
4.625% UST |
FIT 1 |
+140 |
|
|
2 |
5.450% Senior Notes due 2044 |
012725AD9 |
|
4.625% UST |
FIT 1 |
+115 |
|
|
3 |
3.450% Senior Notes due 2029* |
|
|
3.500% UST |
FIT 1 |
+70 |
|
|
4 |
5.050% Senior Notes due 2032 |
012653AE1 |
|
3.500% UST |
FIT 1 |
+90 |
|
|
________________________ |
|
|
(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The Company is offering to accept the maximum principal amount of validly tendered (and not validly withdrawn) Notes in the Offers for which the aggregate purchase price, not including accrued and unpaid interest, does not exceed |
|
(2) |
The Total Consideration (as defined below) for Notes validly tendered (and not validly withdrawn) prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the applicable fixed spread as described in the Offer to Purchase. The Early Tender Premium of |
|
(3) |
Per |
|
* |
Denotes a series of Notes issued by |
Each Offer is scheduled to expire at 5:00 p.m.,
The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable
The Company will accept for purchase for cash the maximum principal amount of validly tendered (and not validly withdrawn) Notes for which the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes does not exceed
Subject to the satisfaction or waiver of the conditions of the Offers, the "Acceptance Priority Procedures" will operate as follows: (1) at the Early Settlement Date, the Company will accept for purchase all Notes of each series validly tendered at or before the Early Tender Time and not validly withdrawn at or before the Withdrawal Deadline, starting with the 2052 Notes (which have an Acceptance Priority Level of 1), followed by the 2044 Notes (which have an Acceptance Priority Level of 2), followed by the 2029 Notes (which have an Acceptance Priority Level of 3), followed by the 2032 Notes (which have an Acceptance Priority Level of 4), subject to the Offer Cap; and (2) on
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's obligation to purchase, and to pay for, any Notes validly tendered pursuant to the Offers is subject to and conditioned upon the satisfaction of, or the Company's waiver of, the conditions described in the Offer to Purchase.
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.
Redemption
The Company also announced that it will redeem the full outstanding
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the 2027 Notes matured on the par call date of
(2) 100% of the principal amount of the 2027 Notes to be redeemed;
plus, in either case, accrued and unpaid interest thereon to the Redemption Date.
A notice of full redemption of the 2027 Notes has been or will be sent to registered holders of the 2027 Notes by
About Albemarle
Albemarle regularly posts information to Albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, non-GAAP reconciliations,
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
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,
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