BATON ROUGE, La., Nov. 24, 2014 /PRNewswire/ -- Albemarle Corporation (NYSE: ALB) announced that it has closed an underwritten public offering of unsecured, unsubordinated notes consisting of:
$250 million of 3.000% notes due 2019,
$425 million of 4.150% notes due 2024, and
$350 million of 5.450% notes due 2044.
The Company intends to use the net proceeds from the offering, together with other borrowings, to finance the aggregate cash consideration of the previously announced acquisition of Rockwood Holdings, Inc., pay related fees and expenses and repay its outstanding $325 million in aggregate principal amount of 2015 senior unsecured notes. The Company intends to repay certain borrowings with cash on hand of Rockwood and the Company.
The joint book-running managers for the offering were: Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
As previously announced on July 15, 2014, the Boards of Directors of both Albemarle and Rockwood approved a definitive agreement under which Albemarle will acquire each outstanding share of Rockwood common stock for $50.65 in cash and 0.4803 of a share of Albemarle common stock. On November 14, 2014, the issuance of shares by Albemarle to Rockwood shareholders was approved by Albemarle shareholders at a special meeting. The merger was approved by Rockwood shareholders at a separate special meeting held on the same day.
On November 13, 2014, Albemarle received regulatory clearance for the transaction from the European Commission. The transaction, which is expected to close in the first quarter of 2015, remains subject to the satisfaction of the closing conditions set forth in the merger agreement, including regulatory approvals in China.
A copy of the final prospectus supplement (and accompanying prospectus) relating to the senior notes may be obtained for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, copies of the prospectus and prospectus supplement may be obtained from any of the joint book-running managers by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, J.P. Morgan Securities LLC collect at 212-834-4533 or Wells Fargo Securities, LLC toll-free at 1-800-645-3751.
Albemarle Corporation, headquartered in Baton Rouge, Louisiana, is a leading global developer, manufacturer, and marketer of highly-engineered specialty chemicals for consumer electronics, petroleum refining, utilities, packaging, construction, automotive/transportation, pharmaceuticals, crop protection, food-safety and custom chemistry services. The Company is committed to global sustainability and is advancing its eco-practices and solutions in its two global business units: Performance Chemicals and Catalyst Solutions. Corporate Responsibility Magazine selected Albemarle to its prestigious "100 Best Corporate Citizens" list for 2010, 2011 and 2013. Albemarle employs approximately 3,200 people and serves customers in approximately 100 countries. Albemarle regularly posts information to www.albemarle.com, including notification of events, news, financial performance, investor presentations and webcasts, Regulation G reconciliations, SEC filings, and other information regarding the Company, its businesses and the markets we serve.
Some of the information presented in this press release, including, without limitation, statements with respect to the proposed transaction with Rockwood and the anticipated consequences and benefits of the transaction, the targeted close date for the transaction, use of proceeds from the offering and all other information relating to matters that are not historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ materially include, without limitation: changes in economic and business conditions; changes in financial and operating performance of our major customers and industries and markets served by us; the timing of orders received from customers; the gain or loss of significant customers; competition from other manufacturers; changes in the demand for our products; limitations or prohibitions on the manufacture and sale of our products; availability of raw materials; changes in the cost of raw materials and energy; changes in our markets in general; fluctuations in foreign currencies; changes in laws and government regulation impacting our operations or our products; the occurrence of claims or litigation; the occurrence of natural disasters; the inability to maintain current levels of product or premises liability insurance or the denial of such coverage; political unrest affecting the global economy; political instability affecting our manufacturing operations or joint ventures; changes in accounting standards; the inability to achieve results from our global manufacturing cost reduction initiatives as well as our ongoing continuous improvement and rationalization programs; changes in the jurisdictional mix of our earnings and changes in tax laws and rates; changes in monetary policies, inflation or interest rates; volatility and substantial uncertainties in the debt and equity markets; technology or intellectual property infringement; decisions we may make in the future; the receipt and timing of necessary regulatory approvals for the proposed transaction with Rockwood; the ability to finance the proposed transaction with Rockwood; the ability to successfully operate and integrate Rockwood's operations and realize estimated synergies; and the other factors detailed from time to time in the reports we file with the SEC, including those described under "Risk Factors" in the joint proxy statement / prospectus we filed in connection with the proposed transaction with Rockwood, and in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. These forward-looking statements speak only as of the date of this press release. We assume no obligation to provide any revisions to any forward-looking statements should circumstances change, except as otherwise required by securities and other applicable laws.