Filed Pursuant to Rule 424(b)(5)
Registration No. 333-234547
PROSPECTUS SUPPLEMENT
(to Prospectus dated November 6, 2019)
$1,700,000,000
$650,000,000 of 4.650% Senior Notes due 2027
$600,000,000 of 5.050% Senior Notes due 2032
$450,000,000 of 5.650% Senior Notes due 2052
Albemarle
Corporation (Albemarle) is offering $650,000,000 aggregate principal amount of its 4.650% Senior Notes due 2027 (the 2027 notes), $600,000,000 aggregate principal amount of its 5.050% Senior Notes due 2032 (the 2032
notes) and $450,000,000 aggregate principal amount of its 5.650% Senior Notes due 2052 (the 2052 notes and, together with the 2027 notes and the 2032 notes, the notes). The 2027 notes, the 2032 notes and the 2052
notes will mature on June 1, 2027, June 1, 2032 and June 1, 2052, respectively. Interest on the notes will be payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2022.
We intend to use a portion of the net proceeds from this offering to fund a redemption of our outstanding 4.15% Senior Notes due 2024 (the
2024 Notes), including the payment of the associated redemption premium. We intend to use the remaining net proceeds of this offering for general corporate purposes, including the repayment of outstanding commercial paper notes. See
Use of Proceeds.
We may redeem the notes in whole or in part at any time at the redemption prices described in this prospectus
supplement under the heading Description of NotesOptional Redemption. Upon the occurrence of a Change of Control Triggering Event (as defined herein), each holder of notes will have the right to require us to purchase all or a
portion of such holders notes at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, as further described in this prospectus supplement under the heading
Description of NotesOffer to Repurchase Upon Change of Control Triggering Event.
The notes will be our general senior
unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and other obligations that are not, by their terms, expressly subordinated in right of payment to the notes. The
notes will be structurally subordinated to all liabilities, including trade payables, of our subsidiaries. None of our subsidiaries will guarantee the notes.
The notes will not be listed on any securities exchange or automated quotation system. Currently there are no public markets for the notes and
we cannot provide any assurances that an active public market for the notes will develop.
Investing in
the notes involves certain risks. Please read Risk Factors beginning on page S-8 of this prospectus supplement and on page 1 of the accompanying prospectus and any risk
factors described in the documents we incorporate by reference for information about important factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or passed upon
the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to Public |
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Underwriting Discounts |
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Proceeds to Albemarle (before expenses)(1) |
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Per 2027 note |
|
|
99.908 |
% |
|
|
0.600 |
% |
|
|
99.308 |
% |
2027 note total |
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$ |
649,402,000 |
|
|
$ |
3,900,000 |
|
|
$ |
645,502,000 |
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Per 2032 note |
|
|
99.708 |
% |
|
|
0.650 |
% |
|
|
99.058 |
% |
2032 note total |
|
$ |
598,248,000 |
|
|
$ |
3,900,000 |
|
|
$ |
594,348,000 |
|
Per 2052 note |
|
|
99.623 |
% |
|
|
0.875 |
% |
|
|
98.748 |
% |
2052 note total |
|
$ |
448,303,500 |
|
|
$ |
3,937,500 |
|
|
$ |
444,366,000 |
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Total |
|
$ |
1,695,953,500 |
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|
$ |
11,737,500 |
|
|
$ |
1,684,216,000 |
|
(1) |
Plus accrued interest, if any, from May 13, 2022. |
The notes will not be listed on any securities exchange or automated quotation system.
The underwriters expect to deliver the notes on or about May 13, 2022 through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V.
Book-Running
Managers
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BofA Securities |
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J.P. Morgan |
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Mizuho Securities |
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MUFG |
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SMBC Nikko |
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HSBC |
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US Bancorp |
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Senior Co-Managers |
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Santander |
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Truist Securities |
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Goldman Sachs & Co. LLC |
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Co-Manager |
Siebert Williams Shank |
The date of this prospectus supplement is May 10, 2022.