Blog: ALBEMARLE CORP : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) – marketscreener.com

Item 7.01. Regulation FD Disclosure.

On June 1, 2021, Albemarle Corporation (the “Company”) issued a press release
regarding the completion of its sale of certain assets and assignment of certain
liabilities (the “Transaction”) constituting its Fine Chemistry Services
business located in South Haven, Michigan and Tyrone, Pennsylvania
(the “Business”) to Fine Chemical Manufacturing Services LLC (the “SPV”), a
wholly-owned subsidiary of W.R. Grace & Co.-Conn. (the “Purchaser”). A copy of
this press release is furnished as Exhibit 99.1 to this Current Report on Form
8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall either be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific references in
such a filing.



Item 8.01.  Other Events.

On June 1, 2021, the Company announced that it had completed the Transaction of
its previously announced sale of the Business pursuant to the Sale, Purchase and
Contribution Agreement, dated as of February 25, 2021 (the “Agreement”), with
the Purchaser and SPV.

Pursuant to the Agreement, the Company received approximately $570 million for
the Business, consisting of $300 million in cash and the issuance to the Company
of preferred units of the SPV with an aggregate stated value of $270 million,
subject to the adjustments set forth in the Agreement. The preferred units
accrue a 12% payment-in-kind dividend beginning two years after the closing of
the Transaction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
Some of the information presented in this Current Report on Form 8-K, including,
without limitation, information related to the Transaction, plans and
anticipated benefits in relation to the Transaction, 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. Actual results could differ materially from the views expressed herein.
Factors that could cause actual results to differ materially from the outlook
expressed or implied in any forward-looking statement include, without
limitation: changes in economic and business conditions; changes in priorities,
financial, and operating performance of Albemarle’s major customers and
industries and markets served by Albemarle; the timing of orders received from
customers; the gain or loss of significant customers; competition from other
manufacturers; changes in the demand for Albemarle’s products or the end-user
markets in which its products are sold; the availability of financing; the
occurrence of regulatory actions, proceedings, claims, or litigation; and the
other factors detailed from time to time in the reports Albemarle files with the
SEC, including those described under “Risk Factors” in its Annual Report on Form
10-K and its Quarterly Reports on Form 10-Q. These forward-looking statements
speak only as of the date of this Current Report on Form 8-K. Albemarle assumes
no obligation to provide any revisions to any forward-looking statements should
circumstances change, except as otherwise required by securities and other
applicable laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
   Exhibit
   Number            Exhibit
                       Press Release, dated     June 1    , 2021, issued by the Company
    99.1             (furnished not filed)
     104             Cover Page Interactive Data File (embedded within the Inline XBRL document)


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