CHARLOTTE, N.C., March 4,
2024 /PRNewswire/ -- Albemarle Corporation (NYSE:
ALB) ("Albemarle" or the
"Company"), a global leader in providing essential elements for
mobility, energy, connectivity, and health, today announced that,
subject to market and other conditions, it has commenced an
offering (the "Offering") of $1.75 billion of depositary shares
("Depositary Shares"), each representing a 1/20th interest in a
share of Series A Mandatory Convertible Preferred Stock of the
Company ("Preferred Stock"), in an underwritten registered public
offering. In addition, Albemarle
expects to grant the underwriters in the Offering a 30-day option
to purchase up to an additional $262.5 million of Depositary Shares.
Albemarle intends to use the
net proceeds from the Offering for general corporate purposes,
which may include, among other uses, funding growth capital
expenditures, such as the construction and expansion of lithium
operations in Australia and
China that are significantly
progressed or near completion, and repaying the Company's
outstanding commercial paper.
Holders of the Depositary Shares will be entitled to a
proportional fractional interest in the rights and preferences of
the Preferred Stock, including conversion, dividend, liquidation
and voting rights, subject to the provisions of a deposit
agreement. Unless earlier converted, each share of the Preferred
Stock will automatically convert on or around March 1, 2027 into a number of shares of common
stock of the Company, par value $0.01
per share ("Common Stock"), based on the applicable conversion
rate, and each Depositary Share will automatically convert into a
number of shares of Common Stock equal to a proportionate
fractional interest in such shares of Common Stock. The conversion
rates, dividend rate and other terms of the Preferred Stock will be
determined at the time of pricing of the offering of the Depositary
Shares. Currently, there is no public market for the Depositary
Shares or the Preferred Stock. Albemarle intends to apply to list the
Depositary Shares on the New York Stock Exchange under the symbol
"ALB PR A."
This press release is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
buy Depositary Shares. No offer, solicitation or sale will be made
in any jurisdiction in which such an offer, solicitation or sale
would be unlawful. Any offers of Depositary Shares will be made
only by means of a prospectus supplement relating to the Offering
and the accompanying base prospectus.
J.P. Morgan and BofA Securities will act as joint book-running
managers for the Offering. Albemarle has filed a shelf registration
statement (including a base prospectus and related preliminary
prospectus supplement) with the Securities and Exchange Commission
(the "SEC") for the Offering. Before you invest, you should read
the preliminary prospectus supplement, the accompanying prospectus
and the other documents Albemarle
has filed with the SEC for more complete information about
Albemarle and the Offering. You
may get these documents for free by visiting EDGAR on the SEC web
site at www.sec.gov. Alternatively, Albemarle, the underwriters or any dealer
participating in the Offering will arrange to send you the
preliminary prospectus supplement and the accompanying prospectus
if you request them by contacting (i) J.P. Morgan, c/o Broadridge
Financial Solutions, by mail at 1155 Long Island Avenue,
Edgewood, NY 11717, or by
telephone at 1-866-803-9204, or (ii) BofA Securities, c/o
Prospectus Department, by mail at NC1-022-02-25, 201 North Tryon
Street, Charlotte, NC 28255-0001,
or by email at dg.prospectus_requests@bofa.com.
About Albemarle Corporation
Albemarle Corporation (NYSE: ALB) leads the world in
transforming essential resources into critical ingredients for
mobility, energy, connectivity, and health. We partner to pioneer
new ways to move, power, connect and protect with people and planet
in mind. A reliable and high-quality global supply of lithium and
bromine allows us to deliver advanced solutions for our
customers.
Forward-Looking Statements
This press release contains statements concerning Albemarle's expectations, anticipations and
beliefs regarding the future, which 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 Albemarle has 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," "outlook," "scenario,"
"should," "would," and "will." Forward-looking statements may
include statements regarding: Albemarle's 2024 company and segment outlooks,
including expected market pricing of lithium and spodumene and
other underlying assumptions and outlook considerations; expected
capital expenditure amounts and the corresponding impact on cash
flow; market pricing of lithium carbonate equivalent and spodumene;
anticipated timing of the commissioning of the Meishan,
China lithium conversion facility;
plans and expectations regarding other projects and activities,
cost reductions and accounting charges; the proposed Offering, the
anticipated terms of the securities offered in the Offering and the
intended use of proceeds from the proposed Offering and all other
information relating to matters that are not historical facts.
Factors that could cause Albemarle's actual results to differ
materially from the outlook expressed or implied in any
forward-looking statement include: changes in economic and business
conditions; financial and operating performance of customers;
timing and magnitude of customer orders; fluctuations in lithium
market prices; production volume shortfalls; increased competition;
changes in product demand; availability and cost of raw materials
and energy; technological change and development; fluctuations in
foreign currencies; changes in laws and government regulation;
regulatory actions, proceedings, claims or litigation;
cyber-security breaches, terrorist attacks, industrial accidents or
natural disasters; political unrest; changes in inflation or
interest rates; volatility in the debt and equity markets;
acquisition and divestiture transactions; timing and success of
projects; performance of Albemarle's partners in joint ventures and
other projects; changes in credit ratings; risks and uncertainties
related to completion of the Offering on the anticipated terms or
at all; market conditions (including market interest rates) and the
satisfaction of customary closing conditions related to the
Offering; unanticipated uses of capital; and the other factors
detailed from time to time in the reports Albemarle files with the SEC, including those
described under "Risk Factors" in Albemarle's most recent Annual Report on Form
10-K and any subsequently filed Quarterly Reports on Form 10-Q,
which are filed with the SEC and available on the investor section
of Albemarle's website
(investors.albemarle.com) and on the SEC's website at www.sec.gov.
These forward-looking statements speak only as of the date of this
press release. 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.
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SOURCE Albemarle Corporation