UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2014
ALBEMARLE CORPORATION
(Exact name of registrant as specified in charter)
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Virginia
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001-12658
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54-1692118
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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451 Florida Street, Baton Rouge, Louisiana
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70801
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(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (225) 388-8011
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 17, 2014, Albemarle Corporation (the “Company”) announced that it had agreed to issue and sell $250,000,000 aggregate principal amount of 3.000% Senior Notes due 2019 (the “2019 Notes”), $425,000,000 aggregate principal amount of 4.150% Senior Notes due 2024 (the “2024 Notes”) and $350,000,000 aggregate principal amount of 5.450% Senior Notes due 2044 (the “2044 Notes” and, together with the 2019 Notes and the 2024 Notes, the “Securities”). The sale of the Securities is expected to close on November 24, 2014. In connection with the issuance and sale of the Securities, on November 17, 2014, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named in Schedule 1 thereto. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-199110, the “Registration Statement”). The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1
The Company incorporates by reference the Underwriting Agreement filed herewith as Exhibit 1.1 into the Registration Statement, pursuant to which the Securities were registered.
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Item 9.01
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Financial Statements and Exhibits.
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1.1
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Underwriting Agreement, dated November 17, 2014, among Albemarle Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule 1 thereto.
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SIGNATURE
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.
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ALBEMARLE CORPORATION
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Date: November 21, 2014
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By:
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/s/ Karen G. Narwold |
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Karen G. Narwold
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Senior Vice President, General Counsel, Corporate
and Government Affairs, Corporate Secretary
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EXHIBIT INDEX
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1.1
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Underwriting Agreement, dated November 17, 2014, among Albemarle Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters listed in Schedule 1 thereto.
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