Item 1.01 Entry into Material Definitive Agreement.
On May 10, 2022, Albemarle Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities, LLC, and Mizuho Securities USA LLC, as representatives of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of $650,000,000 aggregate principal amount of the Company’s 4.650% Senior Notes due 2027 (the “2027 Notes”), $600,000,000 aggregate principal amount of the Company’s 5.050% Senior Notes due 2032 (the “2032 Notes”), and $450,000,000 aggregate principal amount of the Company’s 5.650% Senior Notes due 2052 (the “2052 Notes” and, together with the 2027 Notes and the 2032 Notes, the “Notes”).
The Offering was made pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-234547), the prospectus dated November 6, 2019 and a related prospectus supplement dated May 10, 2022 and filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), on May 12, 2022.
The Offering closed on May 13, 2022. The net proceeds from the Offering were approximately $1.684 billion, after deducting underwriting discounts and commissions, but before deducting other offering expenses payable by the Company. The Company intends to use a portion of the net proceeds from the Offering to fund a redemption of its outstanding 4.15% Senior Notes due 2024 (the “2024 Notes”), including the payment of the associated redemption premium. To the extent that the Underwriters or their affiliates own any of the 2024 Notes, they would receive their proportionate share of the net proceeds that the Company uses from the Offering to redeem the 2024 Notes. The Company intends to use the remaining net proceeds of the offering for general corporate purposes, including the repayment of outstanding commercial paper notes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, and other obligations of the parties.
The Notes were issued pursuant to an indenture, dated as of January 20, 2005, by and between the Company and U.S. Bank Trust Company, National Association, as successor trustee to The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Mellon), as supplemented and amended from time to time (the “Indenture”).
The 2027 Notes mature on June 1, 2027 and bear interest at a per annum rate of 4.650% until maturity. The 2032 Notes mature on June 1, 2032 and bear interest at a per annum rate of 5.050% until maturity. The 2052 Notes mature on June 1, 2052 and bear interest at a per annum rate of 5.650% until maturity. Interest on the Notes will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2022.
The Notes are subject to certain redemption provisions and repurchase upon a Change of Control Triggering Event, as more fully described in the Notes filed as Exhibits 4.2, 4.3 and 4.4 hereto.
The foregoing descriptions of the Underwriting Agreement and the Notes are qualified in their entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1, and the forms of the Notes, which are filed herewith as Exhibits 4.2, 4.3 and 4.4, all of which are incorporated herein by reference. A copy of the opinion of K&L Gates LLP is filed as Exhibit 5.1, and a copy of the opinion of Troutman Pepper Hamilton Sanders LLP is filed as Exhibit 5.2 to this Current Report on Form 8-K.