The tables below summarize certain information regarding the Securities (defined below) and the Tender Offers, including the Total Consideration (defined below) for the Securities.
Table I: Dollar Securities Subject To The Dollar Tender Offer |
||||||||||||||||||||
Title of Security |
Security Identifier(s) |
Issuer |
Principal |
Acceptance Priority Level |
Early Participation Amount(1)(2) |
Reference Security |
Bloomberg Reference Page/Screen |
Reference Yield |
Fixed Spread (basis points) |
Total Consideration(2) |
||||||||||
3.450% Senior Notes due 2029 |
CUSIP: 01273P AB8, 01273P AA0, Q0171Y AA8 ISIN: US01273PAA03, USQ0171YAA84 |
|
|
1 |
|
1.125% |
FIT1 |
1.616% |
100 |
|
||||||||||
4.150% Senior Notes Due 2024 |
CUSIP: 012725AC1 ISIN: US012725AC13 |
|
|
2 |
|
0.125% |
FIT1 |
0.332% |
45 |
|
||||||||||
Total |
|
Table II: Euro Securities Subject To The Euro Tender Offer |
||||||||||||||||||||
Title of Security |
Security Identifier(s) |
Issuer |
Principal |
Acceptance Priority Level |
Early Participation Amount(1)(2) |
Interpolated Rate |
Bloomberg Reference Page/Screen |
Reference Yield |
Fixed Spread (basis points) |
Total Consideration(2) |
||||||||||
1.125% Notes due 2025* |
Common Code: |
|
€500 |
1 |
€50 |
|
ICAE1 |
-0.346% |
20 |
€1,057.79 |
||||||||||
1.625% Notes due 2028* |
Common Code: |
|
€500 |
2 |
€50 |
|
ICAE1 |
-0.137% |
70 |
€1,077.21 |
||||||||||
Total |
€1,000 |
* |
Admitted to trading on the |
(1) |
Per |
(2) |
The applicable Total Consideration (as defined below) payable for each series of Securities is a price per |
The Tender Offers are being made pursuant to an Offer to Purchase, dated
The consideration (the "Total Consideration") offered per
Only holders of Securities who validly tender and do not validly withdraw their Securities prior to
Securities that are validly tendered may be validly withdrawn at any time prior to
With respect to each Tender Offer, the Securities accepted for purchase will be accepted in accordance with their Acceptance Priority Levels (with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level) (collectively, the "Acceptance Priority Levels"), subject to the limitations that (i) the aggregate principal amount purchased pursuant to the Dollar Tender Offer will not exceed the Dollar Security Maximum Amount and (ii) the aggregate principal amount purchased pursuant to the Euro Tender Offer will not exceed the Euro Security Maximum Amount. We may (i) increase the Dollar Security Maximum Amount or the Euro Security Maximum Amount, or (ii) decrease the Dollar Security Maximum Amount or the Euro Security Maximum Amount, in our sole and absolute discretion and in accordance with applicable law.
The settlement date for the Securities that are validly tendered on or prior to the Early Participation Date and accepted for purchase is expected to be
The Tender Offers are subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase. The Tender Offers are not conditioned on any minimum amount of Securities being tendered.
Information Relating to the Tender Offers
None of the Issuers or their affiliates, their respective boards of directors or managing members, the Dealer Managers,
This press release is for informational purposes only and shall not constitute an offer to purchase securities or a solicitation of an offer to sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
This press release must be read in conjunction with the Offer to Purchase. The full details of the Tender Offers, including complete instruction on how to tender Securities, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read carefully by holders of Securities before making a decision to tender any Securities. The Offer to Purchase may be obtained from the Information and Tender Agent, free of charge, by calling toll-free at +1 (800) 820-2415 or +1 (212) 269-5550 (banks and brokers).
None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Issuers, the Securities or the Tender Offers contained in this press release or in the Offer to Purchase. None of the Dealer Managers, the Information and Tender Agent or any of their respective directors, officers, employees, agents or affiliates is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Information and Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Issuers to disclose information with regard to the Issuers or the Securities which is material in the context of the Tender Offers and which is not otherwise publicly available.
About Albemarle
Forward-Looking Statements
Some of the information presented in this press release, including, without limitation, statements regarding the proposed Tender Offers, the expected timing, size and other terms of each Tender Offer, our ability to complete each Tender Offer and information related to product development, production capacity, committed volumes, market trends, pricing, expected growth, earnings and demand for our products, input costs, surcharges, tax rates, stock repurchases, dividends, cash flow generation, costs and cost synergies, capital projects, economic trends, outlook 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. Actual results could differ materially from the views expressed. Factors that could cause actual results to differ materially from the outlook expressed or implied in any forward-looking statement 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 or the end-user markets in which our products are sold; limitations or prohibitions on the manufacture and sale of our products; availability of raw materials; increases in the cost of raw materials and energy, and our ability to pass through such increases to our customers; 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 regulatory actions, proceedings, claims or litigation; the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change; hazards associated with chemicals manufacturing; the inability to maintain current levels of product or premises liability insurance or the denial of such coverage; political unrest affecting the global economy, including adverse effects from terrorism or hostilities; 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 that may impact our ability to raise capital or increase our cost of funds, impact the performance of our pension fund investments and increase our pension expense and funding obligations; volatility and uncertainties in the debt and equity markets; technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks; decisions we may make in the future; the ability to successfully execute, operate and integrate acquisitions and divestitures; uncertainties as to the duration and impact of the coronavirus (COVID-19) pandemic; and the other factors detailed from time to time in the reports we file with the
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SOURCE
Media Contact: Hailey Quinn, +1 (980) 299-5640, [email protected]; Investor Relations Contact: Meredith Bandy, +1 (980) 999-5168, [email protected]