KPS Capital Partners, LP entered into a Stock Purchase Agreement to acquire Ketjen Corporation from Albemarle Corporation (NYSE:ALB) for $800 million on October 25, 2025. Under the terms of the Stock Purchase Agreement, Albemarle Corporation will sell 51% of the common stock of Ketjen (Purchased Shares) to KPS Capital Partners and contribute remaining 49% of common stock of Ketjen to Holdco, that was organized by and is affiliated with KPS Capital Partners LP. At the closing of the sale, contribution and other transactions contemplated by the Stock Purchase Agreement (collectively, the ?Transaction?), Albemarle will receive an estimated $536 million in cash and will own common units of Holdco (the ?Rollover Equity?). Under the Stock Purchase Agreement, the purchase price for the Purchased Shares is $800.0 million, less the value ascribed to the Contributed Shares pursuant to the terms and conditions of the Stock Purchase Agreement, and is further subject to adjustment for closing cash, indebtedness, net working capital and transaction expenses. Albemarle and KPS, through affiliates, will own approximately 49% and 51% of Ketjen at close, respectively, with KPS having a majority of the Board of Directors and operational control of Ketjen.
The debt financing has been provided by Barclays, Jefferies, BNP Paribas and Santander. The termination fee of $32.5 million has to be paid by KPS Capital Partners, LP to Albemarle Corporation, if the closing has not occurred by April 30, 2026.

The transactions is expected to be completed in the first half of 2026, with both subject to customary closing conditions and regulatory approvals, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ?HSR Act?), as well as approvals from competition and foreign investment authorities from certain non-U.S. jurisdictions and certain other governmental authorities.

Goldman Sachs & Co. LLC acted as financial advisor and K&L Gates LLP acted as legal advisor for Albemarle Corporation. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor and Raymond James Financial, Inc. acted as financial advisor for KPS Capital Partners, LP. Roel Fluit, Michel van Agt, Guido Koop, and Vincent van der Lans of Loyens & Loeff acted as legal advisor to KPS Capital Partners.

KPS Capital Partners, LP completed the acquisition of 51% stake in Ketjen Corporation from Albemarle Corporation (NYSE:ALB) on March 2, 2026. Albemarle will retain reamining 49% stake in Ketjen.