Albemarle Corp Files 8-K on Material Agreements

TL;DR

ALB filed an 8-K on March 5th, looks like some big agreement changes are happening.

AI Summary

Albemarle Corporation (ALB) filed an 8-K on March 8, 2024, reporting on events that occurred on March 5, 2024. The filing indicates a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. Specific details regarding the nature of these agreements or modifications, including any associated dollar amounts or precise dates beyond March 5, 2024, are not immediately available in this summary.

Why It Matters

This filing signals significant corporate actions by Albemarle, potentially impacting its structure, agreements, and shareholder rights, which could influence its future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and modifications to security holder rights, which inherently carry risk and require further investigation.

Key Players & Entities

• ALBEMARLE CORP (company) — Registrant
• 0000915913-24-000078 (filing_id) — Accession Number
• March 5, 2024 (date) — Date of earliest event reported
• March 8, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $1,000.00 — with an initial liquidation preference $1,000.00 per share, without par value (the " Man
• $0.01 — or paid on the common stock, par value $0.01 per share ("Common Stock"), of the Comp
• $1,000 — 7.25% on the liquidation preference of $1,000 per share of Mandatory Convertible Pref
• $50 — ndatory Convertible Preferred Stock (or $50 per Depositary Share). The Company may

Filing Documents

• alb-20240305.htm (8-K) — 50KB
• exhibit11030820248-k.htm (EX-1.1) — 377KB
• exhibit31030820248-k.htm (EX-3.1) — 306KB
• exhibit42030820248-k.htm (EX-4.2) — 296KB
• exhibit51030820248-k.htm (EX-5.1) — 9KB
• exhibit52030820248-k.htm (EX-5.2) — 23KB
• exhibit991030820248-k.htm (EX-99.1) — 14KB
• ex11ua1a.jpg (GRAPHIC) — 35KB
• ex11ua2a.jpg (GRAPHIC) — 33KB
• ex11ua3a.jpg (GRAPHIC) — 25KB
• ex11ua4a.jpg (GRAPHIC) — 26KB
• ex51cravathconsent1a.jpg (GRAPHIC) — 29KB
• ex51cravathconsent2a.jpg (GRAPHIC) — 18KB
• ex521.jpg (GRAPHIC) — 21KB
• image_0a.jpg (GRAPHIC) — 24KB
• image_1.jpg (GRAPHIC) — 0KB
• 0000915913-24-000078.txt ( ) — 1707KB
• alb-20240305.xsd (EX-101.SCH) — 2KB
• alb-20240305_def.xml (EX-101.DEF) — 6KB
• alb-20240305_lab.xml (EX-101.LAB) — 27KB
• alb-20240305_pre.xml (EX-101.PRE) — 18KB
• alb-20240305_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 5, 2024, Albemarle Corporation (the "Company") entered into an underwriting agreement (the " Underwriting Agreement ") with J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto (collectively, the " Underwriters "), pursuant to which the Company issued and sold an aggregate of 40,000,000 depositary shares (the " Depositary Shares "), each representing a 1/20th interest in a share of the Company's 7.25% Series A Mandatory Convertible Preferred Stock, with an initial liquidation preference $1,000.00 per share, without par value (the " Mandatory Convertible Preferred Stock "). Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 6,000,000 Depositary Shares from the Company (the " Option "). On March 6, 2024, the Underwriters exercised the Option in full. The offering of Depositary Shares (the " Depositary Shares Offering ") was made pursuant to the Registration Statement and a related prospectus supplement. The Underwriting Agreement contains customary representations, warranties and agreements by the Company. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Underwriters may be required to make due to any such liabilities. In connection with the Depositary Shares Offering, the Company filed articles of amendment (the " Articles of Amendment ") to the Company's Amended and Restated Articles of Incorporation with the State Corporation Commission of the Commonwealth of Virginia (the " SCC "), including a form of certificate for the Mandatory Convertible Preferred Stock (the " Form of Certificate "), to establish the preferences, limitations,

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On March 7, 2024, the Company filed the Articles of Amendment with the SCC to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon the issuance of a Certificate of Amendment by the SCC to the Company on March 8, 2024. Unless converted earlier, each share of Mandatory Convertible Preferred Stock will automatically convert on or around March 1, 2027 into between 7.6180 and 9.1400 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 0.3809 and 0.4570 shares of Common Stock), subject to customary anti-dilution adjustments. The number of shares of Common Stock issuable upon conversion will be determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to March 1, 2027. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by the Company's board of directors (or an authorized committee thereof) at an annual rate of

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 7, 2024, the Company filed the Articles of Amendment with the SCC to establish the preferences, limitations and relative rights of the Mandatory Convertible Preferred Stock. The Articles of Amendment became effective upon the issuance of a Certificate of Amendment by the SCC to the Company on March 8, 2024.

01. Other Events

Item 8.01. Other Events. On March 6, 2024, the Company issued a press release announcing the pricing of the Depositary Shares Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The Depositary Shares Offering, including the part of the Depositary Shares Offering related to the exercise of the Option, closed on March 8, 2024.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of March 5, 2024, by and between the Company and J.P. Morgan Securities LLC, as representative of the several underwriters, with respect to the Depositary Shares Offering. 3.1 Articles of Amendment, filed with the State Corporation Commission of the Commonwealth of Virginia and effective on March 8, 2024. 4.1 Form of Certificate for the 7.25% Series A Mandatory Convertible Preferred Stock (included as Exhibit A to Exhibit 3.1). 4.2 Deposit Agreement, dated as of March 8, 2024, among the Company, Equiniti Trust Company, LLC, as Depositary, and the holders from time to time of the depositary receipts described therein. 4.3 Form of Depositary Receipt for the Depositary Shares (included as Exhibit A to Exhibit 4.2). 5.1 Opinion of Cravath, Swaine & Moore LLP with respect to the Depositary Shares Offering. 5.2 Opinion of Troutman Pepper Hamilton Sanders LLP with respect to the Depositary Shares Offering. 23.1 Consent of Cravath, Swaine & Moore LLP with respect to the Depositary Shares Offering (included in Exhibit 5.1). 23.2 Consent of Troutman Pepper Hamilton Sanders LLP with respect to the Depositary Shares Offering (included in Exhibit 5.2). 99.1 Press release, dated March 6, 2024, issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Albemarle Corporation By: /s/ Kristin M. Coleman Date: March 8, 2024 Kristin M. Coleman Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR