ALBEMARLE CORPORATION

(ALB)
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Delayed Nyse  -  04:00 2022-07-01 pm EDT
205.15 USD   -1.83%
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ALBEMARLE CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

05/13/2022 | 04:51pm EDT

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.


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is hereby incorporated herein by reference into this Item 2.03.

Item 8.01 Other Events.

The Company issued a press release dated May 11, 2022 announcing the pricing of the Offering. A copy of the press release is filed herewith as Exhibit 99.1.

Redemption of 2024 Notes


On May 13, 2022, the Company issued a notice of redemption with respect to all
$425,000,000 aggregate principal amount of outstanding 2024 Notes. The Company
will redeem the 2024 Notes at the applicable redemption price determined in
accordance with the Indenture, plus accrued and unpaid interest to, but not
including, the date of redemption. The redemption date of the 2024 Notes is June
12, 2022.


--------------------------------------------------------------------------------

A copy of the press release announcing the redemption notice is filed as Exhibit
99.2 and incorporated herein by reference. The information set forth in this
Item 8.01 under "Redemption of 2024 Notes" and in Exhibit 99.2 is for
informational purposes only, and does not constitute a notice of redemption of
the 2024 Notes.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
   Exhibit
   Number            Exhibit
        1.1            Underwriting Agreement, dated May 10, 2022, among the Company and     BofA
                     Securities, Inc., J.P. Morgan Securities, LLC, and

Mizuho Securities USA

                     LLC    , as representatives of the several 

underwriters named therein.

        4.1            Indenture, dated as of January 20, 2005, between

Albemarle Corporation and The

                     Bank of New York, as trustee [filed as Exhibit 4.1 to 

the Company's Current

                     Report on Form 8-K (No. 1-12658) filed on January 20, 

2005, and incorporated

                     herein by reference].

        4.2            Form of     4.650% Senior Notes due 2027.

        4.3            Form of 5.050% Senior Notes due 2032.

        4.4            Form of 5.650% Senior Notes due 2052.

        5.1            Opinion of K&L Gates LLP.

        5.2            Opinion of Troutman Pepper Hamilton Sanders LLP.

       23.1            Consent of K&L Gates LLP (included in Exhibit 5.1).

       23.2            Consent of Troutman Pepper Hamilton Sanders LLP

(included in Exhibit 5.2).

       99.1            Press release dated May 11, 2022 (relating to the

issuance of the Notes).

       99.2            Press release dated May 1    3    , 2022     (relat    ing     to the
                     redemption of the 2    024 Notes)    .

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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