By Abigail W. Adams
Portland, Me., March 6 – Albemarle Corp. priced an upsized $2 billion, or 40 million share, offering of three-year $50-par depositary shares representing a 1/20th interest in a share of $1,000-par series A mandatory convertible preferred stock after the market close on Tuesday at par with a dividend of 7.25% and a threshold appreciation premium of 20%, according to an FWP filing with the Securities and Exchange Commission.
Pricing came at the midpoint of talk for a dividend of 7% to 7.5% and a threshold appreciation premium of 17.5% to 22.5%, according to a market source.
J.P. Morgan Securities LLC and BofA Securities Inc. were active bookrunners for the Securities and Exchange Commission-registered offering, which carries an upsized greenshoe of $300 million, or 6 million shares.
HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander US Capital Markets LLC, Jefferies LLC and Truist Securities, Inc. were also bookrunners.
The initial size of the offering was $1.75 billion, or 35 million shares, with a greenshoe of $262.5 million.
The depositary shares are non-callable and will be listed on the New York Stock Exchange under the symbol “ALBPrA.”
The notes are putable upon a fundamental change.
There is dividend protection above 40 cents a quarter.
Net proceeds are expected to be $1.94 billion assuming no exercise of the greenshoe.
Proceeds will be used for general corporate purposes, including the expansion of lithium operations in Australia and China and repayment of commercial paper.
Albemarle is a Charlotte, N.C.-based chemical manufacturing company.
| Issuer: | Albemarle Corp.
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| Issue: | Depositary shares representing a 1/20th interest in a share of $1,000-par series A mandatory convertible preferred stock
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| Amount: | $2 billion, or 40 million shares
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| Greenshoe: | $300 million, or 6 million shares
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| Maturity: | March 1, 2027
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| Active bookrunners: | J.P. Morgan Securities LLC and BofA Securities Inc.
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| Bookrunners: | HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Santander US Capital Markets LLC, Jefferies LLC and Truist Securities, Inc.
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| Co-managers: | Goldman Sachs & Co. LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC
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| Dividend: | 7.25%
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| Price: | $50-par
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| Yield: | 7.25%
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| Appreciation premium: | 20%
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| Appreciation price: | $131.2680
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| Conversion rates: | Preferreds: Minimum of 7.6180; maximum of 9.1400
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| Depositary shares: Minimum of 0.3809; maximum of 0.4570
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| Call options: | Non-callable
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| Put options: | Upon a fundamental change
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| Pricing date: | March 5
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| Settlement date: | March 8
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| Distribution: | SEC registered
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| Talk: | Dividend of 7% to 7.5% and threshold appreciation premium of 17.5% to 22.5%
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| Cusips: | Convertible preferreds: 012653309
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| Depositary shares: 012653200
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| Stock symbol: | NYSE: ALB
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| Stock price: | $109.4092
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| Market capitalization: | $12.84 billion
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