ALBEMARLE ANNOUNCES PROPOSED PUBLIC OFFERING OF DEPOSITARY SHARES

Rhea-AI Summary

Albemarle Corporation (ALB) has announced a $1.75 billion offering of depositary shares representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock. The company intends to use the proceeds for general corporate purposes, including funding growth capital expenditures and repaying outstanding commercial paper.

Financial Analyst

Albemarle Corporation's decision to commence an offering of $1.75 billion in depositary shares is a significant financial event that warrants a close examination of its implications for the company's capital structure and future growth prospects. The offering is substantial, representing a potential increase in the company's market capitalization and liquidity. By granting the underwriters a 30-day option to purchase additional shares, the total offering could increase by up to 15%, further impacting the company's equity base.

The intended use of proceeds for growth capital expenditures, particularly in lithium operations, underscores Albemarle's strategic focus on expanding its footprint in the energy sector. This move is timely, given the increasing demand for lithium in battery production for electric vehicles. The repayment of outstanding commercial paper with the proceeds will also improve the company's debt profile, potentially leading to a more favorable credit rating and reduced interest costs in the future.

Investors should note the mandatory conversion feature of the preferred stock, which will convert into common stock in 2027. This could lead to dilution of existing shareholders' equity but may also reflect management's confidence in the company's long-term growth and profitability, which could underpin the common stock's value over time.

Market Research Analyst

Albemarle's move to raise capital through a preferred stock offering is indicative of broader market trends where companies are seeking to lock in capital for strategic investments amidst fluctuating market conditions. With no current public market for these depositary shares or the preferred stock, the success of this offering will be a bellwether for investor appetite for hybrid financial instruments that offer both equity and fixed income characteristics.

The choice to list the depositary shares on the New York Stock Exchange could enhance visibility and liquidity for the new securities, potentially attracting a diverse investor base. Market response to similar offerings has been mixed and Albemarle's case will provide further insight into the market's valuation of growth prospects in the lithium sector, which is pivotal for the renewable energy and electric vehicle markets.

Legal Expert

From a regulatory standpoint, Albemarle's adherence to SEC requirements by filing a shelf registration statement, including a base prospectus and related preliminary prospectus supplement, is an essential step in ensuring compliance and transparency for potential investors. The legal framework governing such offerings aims to protect investors by mandating the disclosure of all material information.

Prospective investors must be cognizant of the terms detailed in the prospectus, particularly the rights and preferences associated with the preferred stock, which include conversion, dividend, liquidation and voting rights. The legal implications of these rights can have a significant impact on the future financial standing of the company and the value proposition for investors.

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

What is Albemarle Corporation (ALB) announcing?

Albemarle Corporation is announcing a $1.75 billion offering of depositary shares representing a 1/20th interest in a share of Series A Mandatory Convertible Preferred Stock.

How does Albemarle plan to use the proceeds from the offering?

Albemarle intends to use the net proceeds for general corporate purposes, including funding growth capital expenditures and repaying the Company's outstanding commercial paper.

Who are the joint book-running managers for the offering?

J.P. Morgan and BofA Securities will act as joint book-running managers for the offering.

Where does Albemarle intend to list the Depositary Shares?

Albemarle intends to apply to list the Depositary Shares on the New York Stock Exchange under the symbol 'ALB PR A'.

What rights do holders of the Depositary Shares have?

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.