Filed Pursuant to Rule 424(b)(2)
Registration No. 333-269815
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 4, 2024)
40,000,000 Depositary Shares
Each Representing a 1/20th Interest in a Share of
7.25% Series A Mandatory Convertible Preferred Stock
Albemarle Corporation
7.25% Series A Mandatory Convertible Preferred Stock
We are offering 40,000,000
depositary shares (Depositary Shares), each of which represents a 1/20th interest in a share of our 7.25% Series A Mandatory Convertible Preferred Stock, without par value (Mandatory Convertible Preferred Stock). The shares
of Mandatory Convertible Preferred Stock will be deposited with Equiniti Trust Company, LLC, as bank depositary, pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights
and preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of such deposit agreement.
Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by our board of directors, or an
authorized committee of our board of directors, at an annual rate of 7.25% on the liquidation preference of $1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value $0.01
per share, or in any combination of cash and common stock on March 1, June 1, September 1 and December 1 of each year, commencing on, and including, June 1, 2024 and ending on, and including, March 1, 2027.
Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, each Depositary Share represents a
liquidation preference of $50). Unless earlier converted, each share of our Mandatory Convertible Preferred Stock will automatically convert on the second business day immediately following the last trading day of the final averaging period (as
defined below) into between 7.6180 and 9.1400 shares of our common stock, subject to anti-dilution adjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) of our
common stock over the 20 trading day period beginning on, and including, the 21st scheduled trading day prior to March 1, 2027, which we refer to herein as the final averaging period. At any time prior to March 1, 2027, a
holder of 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holders behalf, into a number of shares of our common stock equal to the minimum conversion rate of 7.6180,
subject to anti-dilution adjustments. If a holder of 20 Depositary Shares causes the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on such holders behalf, during a specified period beginning on the
effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled to a make-whole dividend amount (as described herein).
Prior to this offering, there has been no public market for the Depositary Shares or the Mandatory Convertible Preferred Stock. We intend to apply to list
the Depositary Shares on the New York Stock Exchange under the symbol ALB PR A. Our common stock is listed on the New York Stock Exchange (the NYSE) and trades under the symbol ALB.
Investing in the Depositary Shares involves risks. You should carefully consider all the information contained or incorporated by reference in this
prospectus supplement prior to investing in the Depositary Shares. In particular, we urge you to carefully consider the information set forth in the section titled Risk Factors beginning on page S-15 of this prospectus supplement and in Item 1ARisk Factors of our Annual Report on Form 10-K for the year ended December 31, 2023, filed on
February 15, 2024 for a description of certain risks you should consider before investing in the Depositary Shares.
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Per Share |
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Total |
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Public Offering Price(1) |
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$ |
50 |
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$ |
2,000,000,000 |
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Underwriting Discount(1)(2) |
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$ |
1.375 |
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$ |
55,000,000 |
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Proceeds to the Company (before
expenses)(1) |
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$ |
48.625 |
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$ |
1,945,000,000 |
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(1) |
Assumes no exercise of the underwriters option to purchase additional Depositary Shares described below.
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(2) |
See Underwriting for a description of compensation payable to the underwriters.
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We have granted the underwriters a 30-day option to purchase up to 6,000,000 additional
Depositary Shares from us at the public offering price, less the underwriting discount, solely to cover over-allotments.
Neither the Securities and
Exchange Commission (the SEC), any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the Depositary Shares to investors on or about
March 8, 2024.
Book-Running Managers
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J.P. Morgan |
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BofA Securities |
Bookrunners
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HSBC |
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Mizuho |
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Santander |
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Jefferies |
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Truist Securities |
Co-Managers
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Goldman Sachs & Co. LLC |
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MUFG |
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US Bancorp |
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Loop Capital Markets |
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Siebert Williams Shank |
The date of this prospectus supplement is March 5, 2024