Filed pursuant to Rule 433
Free Writing Prospectus dated December 7, 2010
Registration Statement No. 333-171014
Pricing Term Sheet December 7, 2010
$350,000,000 4.500% Senior Notes due 2020
The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated
December 7, 2010, filed as part of Registration Statement No. 333-171014
|Issuer:||Albemarle Corporation (the Company)|
|Security:||4.500% Senior Notes due 2020|
|Aggregate Principal Amount Offered:||$350,000,000|
|Rating1:||Baa1 by Moodys Investors Service (stable outlook) and BBB by Standard and Poors Ratings Services (positive outlook)|
|Trade Date:||December 7, 2010|
|Settlement Date:||December 10, 2010 (T + 3)|
|Maturity:||December 15, 2020|
|Coupon Payment Dates:||June 15 and December 15 of each year, beginning June 15, 2011|
|Benchmark Treasury:||2.625% due November 15, 2020|
|Benchmark Treasury Yield:||3.133%|
|Spread to Benchmark Treasury:||T+148 bps|
|Price to Public:||99.101%|
|Net Proceeds to Issuer (excluding transaction related expenses):||$344,578,500|
|Yield to Maturity:||4.613%|
|CUSIP & ISIN:||012725 AA5; US012725AA56|
|Optional Redemption:|| |
Make-whole at T+25 bps
At any time on or after three months prior to the maturity date, the notes will be redeemable as a whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the notes to be redeemed to the date of redemption.
|Change of Control Triggering Event:||Putable at 101% of the principal amount plus accrued interest, if any, up to but not including the redemption date|
|Joint Bookrunning Managers:|| |
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities LLC
UBS Securities LLC
|Senior Co-Managers:|| |
BNP Paribas Securities Corp.
Wells Fargo Securities, LLC
BNY Mellon Capital Markets, LLC
HSBC Securities (USA) Inc.
Mitsubishi UFJ Securities (USA), Inc.
RBS Securities Inc.
SMBC Nikko Capital Markets Limited
SunTrust Robinson Humphrey, Inc.
|As Adjusted Capitalization:|| |
As of September 30, 2010
|As Adjusted (1)|
|Cash and cash equivalents||$524,673(2)|
|Senior Unsecured Revolving Credit Facility||64,147 (3)|
|5.10% Senior notes due 2015||324,855|
|Senior Notes offered hereby||346,854|
|Subtotal senior debt||735,856|
(1) Assumes net proceeds of approximately $343.9 million after underwriting discounts
(2) Includes approximately $100.0 million of net proceeds expected to be used to fund
pension related obligations.
(3) Assumes pay down of revolving credit facility of approximately $243.9 million.
Pro forma ratio of earnings to fixed charges:
|Pro forma ratio of earnings to fixed charges||4.1x||8.7x|
The information in this communication supersedes the information in the preliminary prospectus supplement to the extent it is inconsistent with such information. Before you invest, you should read the preliminary prospectus supplement (including the documents incorporated by reference therein) for more information concerning the Company and the Notes.
The Company has previously filed a registration statement (including a prospectus) on Form S-3 with the Securities and Exchange Commission (the SEC) for the offering to which this communication relates, which registration statement was automatically effective on December 7, 2010. Before you invest, you should read the prospectus supplement to the prospectus in that registration statement and the other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC collect at 212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 800-294-1322 or UBS Securities LLC toll free at 877-827-6444 (ext. 561-3884).
A securities rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.