UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
☒
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FORM 10-K
________________________________________
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
☐
For the fiscal year ended December 31, 2020
or
For the transition period from to
Commission file number 001-12658
ALBEMARLE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
54-1692118
(I.R.S. Employer
Identification No.)
4250 Congress Street, Suite 900
Charlotte, North Carolina 28209
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (980) - 299-5700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
COMMON STOCK, $.01 Par Value
Trading Symbol
ALB
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $8.2 billion
based on the last reported sale price of common stock on June 30, 2020, the last business day of the registrant’s most recently completed second quarter.
Number of shares of common stock outstanding as of February 12, 2021: 116,632,439
Documents Incorporated by Reference
Portions of Albemarle Corporation’s definitive Proxy Statement for its 2021 Annual Meeting of Shareholders to be filed with the U.S. Securities and
Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, are incorporated by reference into Part III of
this Form 10-K.
Albemarle Corporation and Subsidiaries
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
Executive Officers of the Registrant
Index to Form 10-K
Year Ended December 31, 2020
PART I
Page
PART II
Item 5.
Item 6.
Item 7.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Removed and Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
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Albemarle Corporation and Subsidiaries
Item 1.
Business.
PART I
Albemarle Corporation was incorporated in Virginia in 1993. Our principal executive offices are located at 4250 Congress Street, Suite 900,
Charlotte, North Carolina 28209. Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle
Corporation and its consolidated subsidiaries.
We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’
needs across a diverse range of end markets. We believe our purpose is making the world safe and sustainable by powering the potential of people. The end
markets we serve include energy storage, petroleum refining, consumer electronics, construction, automotive, lubricants, pharmaceuticals, crop protection
and custom chemistry services. We believe that our commercial and geographic diversity, technical expertise, innovative capability, flexible, low-cost
global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading positions in
those areas of the specialty chemicals industry in which we operate.
We and our joint ventures currently operate more than 25 production and research and development (“R&D”) facilities, as well as a number of
administrative and sales offices, around the world. As of December 31, 2020, we served approximately 2,300 customers, none of which individually
represents more than 10% of net sales of the Company, in approximately 75 countries. For information regarding our unconsolidated joint ventures see
Note 10, “Investments,” to our consolidated financial statements included in Part II, Item 8 of this report.
Business Segments
During 2020, we managed and reported our operations under three reportable segments: Lithium, Bromine Specialties and Catalysts. Each segment
has a dedicated team of sales, research and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full
accountability for improving execution through greater asset efficiency, market focus, agility and responsiveness. Financial results and discussion about our
segments included in this Annual Report on Form 10-K are organized according to these categories except where noted.
For financial information regarding our reportable segments and geographic area information, see Note 25, “Segment and Geographic Area
Information,” to our consolidated financial statements included in Part II, Item 8 of this report.
Lithium Segment
Our Lithium business develops lithium-based materials for a wide range of industries and end markets. We are a low-cost producer of one of the most
diverse product portfolios of lithium derivatives in the industry.
We develop and manufacture a broad range of basic lithium compounds, including lithium carbonate, lithium hydroxide, lithium chloride, and value-
added lithium specialties and reagents, including butyllithium and lithium aluminum hydride. Lithium is a key component in products and processes used
in a variety of applications and industries, which include lithium batteries used in consumer electronics and electric vehicles, high performance greases,
thermoplastic elastomers for car tires, rubber soles and plastic bottles, catalysts for chemical reactions, organic synthesis processes in the areas of steroid
chemistry and vitamins, various life science applications, as well as intermediates in the pharmaceutical industry, among other applications. We also
develop and manufacture cesium products for the chemical and pharmaceutical industries, and zirconium, barium and titanium products for various
pyrotechnical applications, including airbag initiators.
In addition to developing and supplying lithium compounds, we provide technical services, including the handling and use of reactive lithium
products. We also offer our customers recycling services for lithium-containing by-products resulting from synthesis with organolithium products, lithium
metal and other reagents. We plan to continue to focus on the development of new products and applications.
Competition
The global lithium market consists of producers primarily located in the Americas, Asia and Australia. Major competitors in lithium compounds
include Sociedad Quimica y Minera de Chile S.A., Sichuan Tianqi Lithium, Jiangxi Ganfeng Lithium and Livent Corporation. In the cesium and other
specialty metal business, key competitors include Sinomine and Sigma-Aldrich Corporation. Competition in the global lithium market is largely based on
product quality, product diversity, reliability of supply and customer service.
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Albemarle Corporation and Subsidiaries
Raw Materials and Significant Supply Contracts
We obtain lithium through solar evaporation of our ponds at the Salar de Atacama, in Chile, and in Silver Peak, Nevada, and by purchasing lithium
concentrate from our 49%-owned joint venture, Windfield Holdings Pty. Ltd. (“Windfield”), which directly owns 100% of the equity of Talison Lithium
Pty. Ltd., a company incorporated in Australia (“Talison”). In 2019, we completed the acquisition of a 60% interest in Mineral Resources Limited’s
(“MRL”) Wodgina hard rock lithium mine project (“Wodgina Project”) in Western Australia and formed an unincorporated joint venture with MRL, named
MARBL Lithium Joint Venture, for the exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and
tantalum) from the Wodgina Project and for the operation of the Kemerton lithium hydroxide conversion assets. Upon acquisition, we idled the MARBL
Lithium Joint Venture’s production of spodumene, and we expect to keep the project idled until market demand supports bringing the mine back into
production. In addition, we hold mineral rights in defined areas of King Mountain, NC with available lithium resources and we own undeveloped land with
access to a lithium resource in Antofalla, within the Catamarca Province of Argentina. If necessary, we can also obtain lithium from other sources. See Item
2. Properties, for additional disclosures of our significant lithium mineral properties.
Bromine Specialties Segment
Our bromine and bromine-based business includes products used in fire safety solutions and other specialty chemicals applications. Our fire safety
technology enables the use of plastics in high performance, high heat applications by enhancing the flame resistant properties of these materials. End
market products that benefit from our fire safety technology include plastic enclosures for consumer electronics, printed circuit boards, wire and cable
products, electrical connectors, textiles and foam insulation. Our bromine-based business also includes specialty chemicals products such as elemental
bromine, alkyl bromides, inorganic bromides, brominated powdered activated carbon and a number of bromine fine chemicals. These specialty products are
used in chemical synthesis, oil and gas well drilling and completion fluids, mercury control, water purification, beef and poultry processing and various
other industrial applications. Other specialty chemicals that we produce include tertiary amines for surfactants, biocides, and disinfectants and sanitizers. A
number of customers of our bromine business operate in cyclical industries, including the consumer electronics and oil field industries. As a result, demand
from our customers in such industries is also cyclical.
Competition
Our bromine business serves markets in the Americas, Asia, Europe and the Middle East, each of which is highly competitive. Product performance
and quality, price and contract terms are the primary factors in determining which qualified supplier is awarded a contract. Research and development,
product and process improvements, specialized customer services, the ability to attract and retain skilled personnel and maintenance of a good safety record
have also been important factors to compete effectively in the marketplace. Our most significant competitors are Lanxess AG and Israel Chemicals Ltd.
Raw Materials and Significant Supply Contracts
The bromine we use is originally sourced from two locations: Arkansas and the Dead Sea. Our bromine production operations in Arkansas are
supported by an active brine rights leasing program. In addition, through our 50% interest in Jordan Bromine Company Limited (“JBC”), a consolidated
joint venture established in 1999, with operations in Safi, Jordan, we acquire bromine that is originally sourced from the Dead Sea. JBC processes the
bromine at its facilities into a variety of end products. See Item 2. Properties, regarding additional disclosures for our Arkansas bromine mineral property.
Catalysts Segment
Our three main product lines in this segment are (i) Clean Fuels Technologies (“CFT”), which is primarily composed of hydroprocessing catalysts
(“HPC”) together with isomerization and akylation catalysts; (ii) fluidized catalytic cracking (“FCC”) catalysts and additives; and (iii) performance catalyst
solutions (“PCS”), which is primarily composed of organometallics and curatives.
We offer a wide range of HPC products, which are applied throughout the oil refining industry. Their application enables the upgrading of oil
fractions to clean fuels and other usable oil feedstocks and products by removing sulfur, nitrogen and other impurities from the feedstock. In addition, they
improve product properties by adding hydrogen and in some cases improve the performance of downstream catalysts and processes. We continuously seek
to add more value to refinery operations by offering HPC products that meet our customers’ requirements for profitability and performance in the very
demanding refining market.
We provide our customers with customized FCC catalyst systems, which assist in the high yield cracking of refinery petroleum streams into
derivative, higher-value products such as transportation fuels and petrochemical feedstocks like
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propylene. Our FCC additives are used to reduce emissions of sulfur dioxide and nitrogen oxide in FCC units and to increase liquefied petroleum gas
olefins yield, such as propylene, and to boost octane in gasoline. Albemarle offers unique refinery catalysts to crack and treat the lightest to the heaviest
feedstocks while meeting refinery yield and product needs.
Within our PCS product line, we manufacture organometallic co-catalysts (e.g., aluminum, magnesium and zinc alkyls) used in the manufacture of
alpha-olefins (e.g., hexene, octene, decene), polyolefins (e.g., polyethylene and polypropylene) and electronics. Our curatives include a range of curing
agents used in polyurethanes, epoxies and other engineered resins. As previously announced, we are pursuing opportunities to divest PCS.
There were more than 600 refineries world-wide in 2020. We expect to continue to see some less profitable, typically smaller, refineries shutting
down and, over the long-term, be replaced by larger scale and more complex refineries, with growth concentrated in the Middle East and Asia. Oil refinery
utilization was lower in 2020 compared to the previous year, with most refineries cutting throughput due to the reduction in demand resulting from global
travel restrictions to contain the COVID-19 pandemic. We estimate that there are currently approximately 600 FCC units being operated globally, each of
which requires a constant supply of FCC catalysts. In addition, we estimate that there are approximately 3,000 HPC units being operated globally, or a
capacity of approximately 46 million barrels per day, each of which typically requires replacement HPC catalysts once every one to four years.
Competition
Our Catalysts segment serves the global market including the Americas, Asia, Europe and the Middle East, each of which is highly competitive.
Competition in these markets is driven by a variety factors. Product performance and quality, price and contract terms, product and process improvements,
specialized customer services, the ability to attract and retain skilled personnel, and the maintenance of a good safety record are the primary factors to
compete effectively in the catalysts marketplace. In addition, through our research and development programs, we strive to differentiate our business by
developing value-added products and products based on proprietary technologies.
Our major competitors in the CFT catalysts market include Shell Catalysts & Technologies, Advanced Refining Technologies and Haldor Topsoe.
Our major competitors in the FCC catalysts market include W.R. Grace & Co., BASF Corporation and China Petrochemical Corporation (Sinopec). In the
PCS market, our major competitors include Nouryon, Lanxess AG and Lonza.
Raw Materials and Significant Supply Contracts
The major raw materials we use in our Catalysts operations include sodium silicate, sodium aluminate, kaolin, aluminum, ethylene, alpha-olefins,
isobutylene, toluene and metals, such as lanthanum, molybdenum, nickel and cobalt, most of which are readily available from numerous independent
suppliers and are purchased or provided under contracts at prices we believe are competitive. The cost of raw materials is generally based on market prices,
although we may use contracts with price caps or other tools, as appropriate, to mitigate price volatility.
Human Capital
Our main human capital management objectives are to attract, retain and develop the highest quality talent and ensure they feel safe, supported and
empowered to do the best work they can do. We believe providing a diverse, equal and inclusive workplace facilitates opportunities for innovation, fosters
good decision making practices, and promotes employee engagement and high productivity across our organization.
As of December 31, 2020, we had approximately 5,900 employees, including employees of our consolidated joint ventures, of whom 2,800, or 47%,
are employed in the U.S. and the Americas; 1,400, or 24%, are employed in Europe; 1,300, or 22%, are employed in Asia Pacific and 400, or 7%, are
employed in the Middle East or other areas. Approximately 42% of these employees are represented by unions or works councils. We believe that we
generally have a good relationship with our employees, and with those unions and works councils.
Health and Safety
The health and safety of our employees is a part of our core values at Albemarle and is integral to how we conduct business. Our employees,
contractors, and visitors follow a comprehensive set of written health and safety policies and procedures at both the corporate and local site levels. We
routinely audit ourselves against our policies, procedures and standards, using internal and third-party resources. We also include health and safety metrics
in our annual incentive plan for all employees to incentivize our commitment to safety. In 2020, we improved our Occupational Safety and Health Act
(“OSHA”) occupational injury and illness incident rate to 0.26 for our employees and nested contractors, compared to 0.33 in 2019. In
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Albemarle Corporation and Subsidiaries
addition, we provide all employees and their dependents with access to our Employee Assistance Program which provides free mental and behavioral
health resources.
In response to the COVID-19 pandemic, Albemarle created a cross-functional Global Response Team, which has met biweekly since April 2020 to
assess the situation and take necessary actions to address employee health and safety and operational challenges. Our first priority is always the health and
well-being of our employees, customers, and communities. Since the start of the pandemic, our focus has shifted from managing an immediate crisis to
building in the flexibility needed to adjust for regional differences and changing conditions. Protocols that include restricted travel, shift adjustments,
increased hygiene, and social distancing for the essential workers at our plants have been put in place at all locations. In some regions, employees are able
to return to their work sites. Other regions, including most of North and South America, remain on work-from-home protocols for non-essential personnel.
Diversity, Equity and Inclusion
In 2020, we hired a Vice President, Diversity and Inclusion, to accelerate our inclusion and diversity initiatives and deliver meaningful change in our
global organization. Our primary focus in our recruiting efforts is to drive greater diversity in our workforce, including higher representation in the
professional and managerial job categories. We want to ensure that our workplace reflects the communities in which we live and work. Our recruiting
policy includes a requirement that we include individuals from gender or racial minority groups among those we interview for openings at the manager
level and above.
We seek to provide employees with a desirable workplace that will enable us to attract and retain top talent. We believe employees should be
compensated through wages and benefits, based on experience, expertise, performance, and the criticality of their roles in the Company. We also perform
an annual review of our pay practices to ensure that they are fair and equitable, and not influenced by biased opinions or discrimination. In addition, we
have established employee groups, known as Connect groups, to promote an atmosphere of inclusion and encouragement in which every employee’s voice
can be heard. These Connect groups provide opportunities for employees to share their backgrounds, experiences, and beliefs, and to use them to benefit
others through mentoring and volunteering in the local community, among other activities.
Investment in Talent
Investing in talent is a critical process for Albemarle because it allows us to be proactive and anticipate key organizational needs for talent and
capabilities. This enables us to efficiently and effectively ensure that we have the right talent pipeline to drive Albemarle’s success into the future. We also
provide leadership development through performance coaching, 360-degree feedback and experiential development and mentoring. Our leadership
development is a cornerstone to our talent management strategy.
Sales, Marketing and Distribution
We have an international strategic account program that uses cross-functional teams to serve large global customers. This program emphasizes
creative strategies to improve and strengthen strategic customer relationships with emphasis on creating value for customers and promoting post-sale
service. Complementing this program are regional Albemarle sales and technical personnel around the world who serve numerous additional customers
globally. We also utilize commissioned sales representatives and specialists in specific market areas when necessary or required by law.
Research and Development
We believe that in order to generate revenue growth, maintain our margins and remain competitive, we must continually invest in research and
development, product and process improvements and specialized customer services. Our research and development efforts support each of our business
segments. The objective of our research and development efforts is to develop innovative chemistries and technologies with applications relevant within
targeted key markets through both process and new product development. Through research and development, we continue to seek increased margins by
introducing value-added products and proprietary processes and innovative green chemistry technologies. Our green chemistry efforts focus on the
development of products in a manner that minimizes waste and the use of raw materials and energy, avoids the use of toxic reagents and solvents and
utilizes safe, environmentally friendly manufacturing processes. Green chemistry is encouraged with our researchers through periodic focus group
discussions and special rewards and recognition for outstanding new green developments.
Intellectual Property
Our intellectual property, including our patents, licenses and trade names, is an important component of our business. As of December 31, 2020, we
owned approximately 2,100 active patents and approximately 550 pending patent applications in key
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strategic markets worldwide. We also have acquired rights under patents and inventions of others through licenses, and we license certain patents and
inventions to third parties.
Regulation
Our business is subject to a broad array of employee health and safety laws and regulations, including those under the OSHA. We also are subject to
similar state laws and regulations as well as local laws and regulations for our non-U.S. operations. We devote significant resources and have developed
and implemented comprehensive programs to promote the health and safety of our employees and we maintain an active health, safety and environmental
program. As noted above, we finished 2020 with an OSHA occupational injury and illness incident rate of 0.26 for Albemarle employees and nested
contractors, compared to 0.33 in 2019.
Our business and our customers are subject to significant requirements under the European Community Regulation for the Registration, Evaluation,
Authorization and Restriction of Chemicals (“REACH”). REACH imposes obligations on European Union manufacturers and importers of chemicals and
other products into the European Union to compile and file comprehensive reports, including testing data, on each chemical substance, and perform
chemical safety assessments. Additionally, substances of high concern, as defined under REACH, are subject to an authorization process. Authorization
may result in restrictions in the use of products by application or even banning the product. REACH regulations impose significant additional
responsibilities on chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. Our significant
manufacturing presence and sales activities in the European Union require significant compliance costs and may result in increases in the costs of raw
materials we purchase and the products we sell. Increases in the costs of our products could result in a decrease in their overall demand; additionally,
customers may seek products with lower regulatory compliance requirements, which could also result in a decrease in the demand of certain products
subject to the REACH regulations.
The Toxic Substances Control Act (“TSCA”), as amended in June 2016, requires chemicals to be assessed against a risk-based safety standard and
calling for the elimination of unreasonable risks identified during risk evaluation. This regulation and other pending initiatives at the U.S. state level, as
well as initiatives in Canada, Asia and other regions, will potentially require toxicological testing and risk assessments of a wide variety of chemicals,
including chemicals used or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional
requirements being placed on the production, handling, labeling or use of the subject chemicals. Such concerns and additional requirements could also
increase the cost incurred by our customers to use our chemical products and otherwise limit the use of these products, which could lead to a decrease in
demand for these products.
Historically, there has been scrutiny of certain brominated flame retardants by regulatory authorities, legislative bodies and environmental interest
groups in various countries. We manufacture a broad range of brominated flame retardant products, which are used in a variety of applications. Concern
about the impact of some of our products on human health or the environment may lead to regulation or reaction in our markets independent of regulation.
Environmental Regulation
We are subject to numerous foreign, federal, state and local environmental laws and regulations, including those governing the discharge of
pollutants into the air and water, the management and disposal of hazardous substances and wastes and the cleanup of contaminated properties. Ongoing
compliance with such laws and regulations is an important consideration for us. Key aspects of our operations are subject to these laws and regulations. In
addition, we incur substantial capital and operating costs in our efforts to comply with them.
We use and generate hazardous substances and wastes in our operations and may become subject to claims for personal injury and/or property
damage relating to the release of such substances into the environment. In addition, some of our current properties are, or have been, used for industrial
purposes, which could contain currently unknown contamination that could expose us to governmental requirements or claims relating to environmental
remediation, personal injury and/or property damage. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal
injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many
situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible party may
be held liable for more than its share of the losses involved, or even the entire loss). Such liabilities also may be imposed on many different entities with a
relationship to the hazardous substances at issue, including, for example, entities that formerly owned or operated the property affected by the hazardous
substances and entities that arranged for the disposal of the hazardous substances at the affected property, as well as entities that currently own or operate
such property. We are subject to such laws, including the federal Comprehensive Environmental Response, Compensation and Liability Act, commonly
known as CERCLA or Superfund, in the U.S., and similar foreign and state laws. We may have
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Albemarle Corporation and Subsidiaries
liability as a potentially responsible party (“PRP”) with respect to active off-site locations under CERCLA or state equivalents. We have sought to resolve
our liability as a PRP at these sites through indemnification by third parties and settlements, which would provide for payment of our allocable share of
remediation costs. Because the cleanup costs are estimates and are subject to revision as more information becomes available about the extent of
remediation required, and in some cases we have asserted a defense to any liability, our estimates could change. Moreover, liability under CERCLA and
equivalent state statutes may be joint and several, which could require us to pay in excess of our pro rata share of remediation costs. Our understanding of
the financial strength of other PRPs has been considered, where appropriate, in estimating our liabilities. Accruals for these matters are included in the
environmental reserve. Our management is actively involved in evaluating environmental matters and, based on information currently available to us, we
have concluded that our outstanding environmental liabilities for unresolved waste sites currently known to us should not have a material effect on our
operations.
See “Safety and Environmental Matters” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for
further details.
Climate Change
The growing concerns about climate change and the related increasingly stringent regulations may provide us with new or expanded business
opportunities. We provide solutions to companies pursuing alternative fuel products and technologies (such as renewable fuels), emission control
technologies (including mercury emissions), alternative transportation vehicles and energy storage technologies and other similar solutions. As demand for,
and legislation mandating or incentivizing the use of, alternative fuel technologies that limit or eliminate greenhouse gas emissions increase, we continue to
monitor the market and offer solutions where we have appropriate technology and believe we are well positioned to take advantage of opportunities that
may arise from such demand or legislation.
Recent Acquisitions, Joint Ventures and Divestitures
During recent years, we have devoted resources to acquisitions and joint ventures, including the subsequent integration of acquired businesses. These
acquisitions and joint ventures have expanded our base business, provided our customers with a wider array of products and presented new alternatives for
discovery through additional chemistries. In addition, we have pursued opportunities to divest businesses which do not fit our high priority business growth
profile. Following is a summary of our significant acquisitions, joint ventures and divestitures over the last three years.
In the fourth quarter of 2020, we divested our ownership interest in the Saudi Organometallic Chemicals Company LLC (“SOCC”) joint venture for
cash proceeds of $11.0 million. As a result of this divestiture, the Company recorded a gain of $7.2 million in Other expenses, net during the year ended
December 31, 2020.
On October 31, 2019, we completed the acquisition of a 60% interest in MRL’s Wodgina Project in Western Australia for a total purchase price of
approximately $1.3 billion. As part of this acquisition, we formed MARBL, an unincorporated joint venture with MRL, for the exploration, development,
mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina Project and for the operation of the
Kemerton assets.
On April 3, 2018, we completed the sale of the polyolefin catalysts and components portion of the PCS business (“Polyolefin Catalysts Divestiture”)
to W.R. Grace & Co. for net cash proceeds of approximately $413.6 million. The sale did not include the organometallics or curatives portion of the PCS
business.
These transactions reflect our commitment to investing in future growth of our high priority businesses, maintaining leverage flexibility and returning
capital to our shareholders.
Available Information
Our website address is www.albemarle.com. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (“Exchange Act”), as well as beneficial ownership reports on Forms 3, 4 and 5 filed pursuant to Section 16
of the Exchange Act, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange
Commission (“SEC”). The information on our website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we
make with the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC
registrants, including Albemarle.
Our Corporate Governance Guidelines, Code of Conduct and the charters of the Audit and Finance, Health, Safety and Environment, Executive
Compensation, and Nominating and Governance Committees of our Board of Directors are also
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available on our website and are available in print to any shareholder upon request by writing to Investor Relations, 4250 Congress Street, Suite 900,
Charlotte, North Carolina 28209, or by calling (980) 299-5700.
Item 1A.
Risk Factors.
You should consider carefully the following risks when reading the information, including the financial information, contained in this Annual Report
on Form 10-K.
Risks Related to Our Business
Our substantial international operations subject us to risks of doing business in foreign countries, which could adversely affect our business, financial
condition and results of operations.
We conduct a substantial portion of our business outside the U.S., with approximately 76% of our sales to foreign countries. We operate and/or sell
our products to customers in approximately 75 countries. We currently have many production facilities, research and development and administrative
facilities, as well as sales offices located outside the U.S., as detailed in Item 2. Properties. Accordingly, our business is subject to risks related to the
differing legal, political, social and regulatory requirements and economic conditions of many jurisdictions. Risks inherent in international operations
include the following:
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fluctuations in foreign currency exchange rates may affect product demand and may adversely affect the profitability in U.S. dollars of products and
services we provide in international markets where payment for our products and services is made in the local currency;
transportation and other shipping costs may increase, or transportation may be inhibited;
increased cost or decreased availability of raw materials;
changes in foreign laws and tax rates or U.S. laws and tax rates with respect to foreign income may unexpectedly increase the rate at which our
income is taxed, impose new and additional taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously
recorded tax benefits;
foreign countries in which we do business may adopt other restrictions on foreign trade or investment, including currency exchange controls;
trade sanctions by or against these countries could result in our losing access to customers and suppliers in those countries;
unexpected adverse changes in foreign laws or regulatory requirements may occur;
our agreements with counterparties in foreign countries may be difficult for us to enforce and related receivables may be difficult for us to collect;
compliance with the variety of foreign laws and regulations may be unduly burdensome;
compliance with anti-bribery and anti-corruption laws (such as the Foreign Corrupt Practices Act) as well as anti-money-laundering laws may be
costly;
unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses may occur;
general economic conditions in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;
our foreign operations may experience staffing difficulties and labor disputes;
termination or substantial modification of international trade agreements may adversely affect our access to raw materials and to markets for our
products outside the U.S.;
foreign governments may nationalize or expropriate private enterprises;
increased sovereign risk (such as default by or deterioration in the economies and credit worthiness of local governments) may occur; and
political or economic repercussions from terrorist activities, including the possibility of hyperinflationary conditions and political instability, may
occur in certain countries in which we do business.
In addition, certain of our operations, and we have ongoing capital projects, in regions of the world such as the Middle East and South America, that
are of high risk due to significant civil, political and security instability. Unanticipated events, such as geopolitical changes, could result in a write-down of
our investment in the affected joint venture or a delay or cause cancellation of those capital projects, which could negatively impact our future growth and
profitability. Our success as a global business will depend, in part, upon our ability to succeed in differing legal, regulatory, economic, social and political
conditions by developing, implementing and maintaining policies and strategies that are effective in each location where we and our joint ventures do
business.
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Albemarle Corporation and Subsidiaries
Furthermore, we are subject to rules and regulations related to anti-bribery and anti-trust prohibitions of the U.S. and other countries, as well as
export controls and economic embargoes, violations of which may carry substantial penalties. For example, export control and economic embargo
regulations limit the ability of our subsidiaries to market, sell, distribute or otherwise transfer their products or technology to prohibited countries or
persons. Failure to comply with these regulations could subject our subsidiaries to fines, enforcement actions and/or have an adverse effect on our
reputation and the value of our common stock.
Our inability to secure key raw materials, or to pass through increases in costs and expenses for other raw materials and energy, on a timely basis or at
all, could have an adverse effect on the margins of our products and our results of operations.
The long-term profitability of our operations will, in part, depend on our ability to continue to economically obtain resources, including energy and
raw materials. For example, our lithium and bromine businesses rely upon our continued ability to produce, or otherwise obtain, lithium and bromine of
sufficient quality and in adequate amounts to meet our customers’ demand. If we fail to secure and retain the rights to continue to access these key raw
materials, we may have to restrict or suspend our operations that rely upon these key resources, which could harm our business, results of operations and
financial condition. In addition, in some cases access to these raw materials by us and our competitors is subject to decisions or actions by governmental
authorities, which could adversely impact us. Furthermore, other raw material and energy costs account for a significant percentage of our total costs of
products sold, even if they can be obtained on commercially reasonable terms. Our raw material and energy costs can be volatile and may increase
significantly. Increases are primarily driven by tightening of market conditions and major increases in the pricing of key constituent materials for our
products such as crude oil, chlorine and metals (including molybdenum and rare earths which are used in the refinery catalysts business). We generally
attempt to pass through changes in the prices of raw materials and energy to our customers, but we may be unable to do so (or may be delayed in doing so).
In addition, raising prices we charge to our customers in order to offset increases in the prices we pay for raw materials could cause us to suffer a loss of
sales volumes. Our inability to efficiently and effectively pass through price increases, or inventory impacts resulting from price volatility, could adversely
affect our margins.
Competition within our industry may place downward pressure on the prices and margins of our products and may adversely affect our businesses and
results of operations.
We compete against a number of highly competitive global specialty chemical producers. Competition is based on several key criteria, including
product performance and quality, product price, product availability and security of supply, and responsiveness of product development in cooperation with
customers and customer service. Some of our competitors are larger than we are and may have greater financial resources. These competitors may also be
able to maintain significantly greater operating and financial flexibility. As a result, these competitors may be better able to withstand changes in conditions
within our industry. Competitors’ pricing decisions could compel us to decrease our prices, which could negatively affect our margins and profitability. Our
ability to maintain or increase our profitability is, and will continue to be, dependent upon our ability to offset decreases in the prices and margins of our
products by improving production efficiency and volume and other productivity enhancements, shifting to production of higher margin chemical products
and improving existing products through innovation and research and development. If we are unable to do so or to otherwise maintain our competitive
position, we could lose market share to our competitors.
In addition, Albemarle’s brands, product image and trademarks represent the unique product identity of each of our products and are important
symbols of the Company’s reputation. Accordingly, the performance of our business could be adversely affected by any marketing and promotional
materials used by our competitors that make adverse claims, whether with or without merit, against our Company or its products, imply or assert immoral
or improper conduct by us, or are otherwise disparaging of our Company or its products. Further, our own actions could hurt such brands, product image
and trademarks if our products underperform or we otherwise draw negative publicity.
Our research and development efforts may not succeed in addressing changes in our customers’ needs, and our competitors may develop more effective
or successful products.
Our industries and the end markets into which we sell our products experience technological change and product improvement. Manufacturers
periodically introduce new products or require new technological capacity to develop customized products. Our future growth depends on our ability to
gauge the direction of the commercial and technological progress in all key end markets in which we sell our products and upon our ability to fund and
successfully develop, manufacture and market products in such changing end markets. As a result, we must commit substantial resources each year to
research and development. There is no assurance that we will be able to continue to identify, develop, market and, in certain cases, secure regulatory
approval for, innovative products in a timely manner or at all, as may be required to replace or enhance existing products, and any such inability could have
a material adverse effect on our profit margins and our competitive position.
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Albemarle Corporation and Subsidiaries
In addition, our customers use our specialty chemicals for a broad range of applications. Changes in our customers’ products or processes may enable
our customers to reduce consumption of the specialty chemicals that we produce or make our specialty chemicals unnecessary. Customers may also find
alternative materials or processes that do not require our products. Should a customer decide to use a different material due to price, performance or other
considerations, we may not be able to supply a product that meets the customer’s new requirements. Consequently, it is important that we develop new
products to replace the sales of products that mature and decline in use. Our business, results of operations, cash flows and margins could be materially
adversely affected if we are unable to manage successfully the maturation of our existing products and the introduction of new products.
Despite our efforts, we may not be successful in developing new products and/or technology, either alone or with third parties, or licensing
intellectual property rights from third parties on a commercially competitive basis. Our new products may not be accepted by our customers or may fail to
receive regulatory approval. Moreover, new products may have lower margins than the products they replace. Furthermore, ongoing investments in
research and development for the future do not yield an immediate beneficial impact on our operating results and therefore could result in higher costs
without a proportional increase in revenues.
The development of non-lithium battery technologies could adversely affect us.
The development and adoption of new battery technologies that rely on inputs other than lithium compounds, could significantly impact our prospects
and future revenues. Current and next generation high energy density batteries for use in electric vehicles rely on lithium compounds as a critical input.
Alternative materials and technologies are being researched with the goal of making batteries lighter, more efficient, faster charging and less expensive, and
some of these could be less reliant on lithium compounds. We cannot predict which new technologies may ultimately prove to be commercially viable and
on what time horizon. Commercialized battery technologies that use no, or significantly less, lithium could materially and adversely impact our prospects
and future revenues.
Adverse conditions in the economy, and volatility and disruption of financial markets can negatively impact our customers, suppliers and other
business partners and therefore have a material adverse effect on our business and results of operations.
A global, regional or localized economic downturn may reduce customer demand or inhibit our ability to produce our products, negatively impacting
our operating results. Our business and operating results have been and will continue to be sensitive to the many challenges that can affect national,
regional and global economies, including economic downturns (including credit market tightness, which can impact our liquidity as well as that of our
customers, suppliers and other business partners), declining consumer and business confidence, fluctuating commodity prices and volatile exchange rates.
Our customers may experience deterioration of their businesses, cash flow shortages and difficulty obtaining financing, leading them to delay or cancel
plans to purchase products, and they may not be able to fulfill their obligations in a timely fashion. Further, suppliers and other business partners may
experience similar conditions, which could impact their ability to fulfill their obligations to us. Also, it could be difficult to find replacements for business
partners without incurring significant delays or cost increases.
Downturns in our customers’ industries could adversely affect our sales and profitability.
Downturns in the businesses that use our specialty chemicals may adversely affect our sales. Many of our customers are in industries, including the
electronics, building and construction, oilfield and automotive industries, which are cyclical in nature, or which are subject to secular market downturns.
Historically, cyclical or secular industry downturns have resulted in diminished demand for our products, excess manufacturing capacity and lower average
selling prices, and we may experience similar problems in the future. A decline in our customers’ industries may have a material adverse effect on our sales
and profitability.
Our results are subject to fluctuation because of irregularities in the demand for our HPC catalysts and certain of our agrichemicals.
Our HPC catalysts are used by petroleum refiners in their processing units to reduce the quantity of sulfur and other impurities in petroleum products.
The effectiveness of HPC catalysts diminishes with use, requiring the HPC catalysts to be replaced, on average, once every one to four years. The sales of
our HPC catalysts, therefore, are largely dependent on the useful life cycle of the HPC catalysts in the processing units and may vary materially by quarter.
In addition, the timing and profitability of HPC catalysts sales can have a significant impact on revenue and profit in any one quarter. Sales of our
agrichemicals are also subject to fluctuation as demand varies depending on climate and other environmental conditions, which may prevent or reduce
farming for extended periods. In addition, crop pricing and the timing of when farms alternate from one crop to another crop in a particular year can also
alter sales of agrichemicals.
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Albemarle Corporation and Subsidiaries
Regulation, or the threat of regulation, of some of our products could have an adverse effect on our sales and profitability.
We manufacture or market a number of products that are or have been the subject of attention by regulatory authorities and environmental interest
groups. For example, over the past decade, there has been increasing scrutiny of certain brominated flame retardants by regulatory authorities, legislative
bodies and environmental interest groups in various countries. We manufacture a broad range of brominated flame retardant products, which are used in a
variety of applications to protect people, property and the environment from injury and damage caused by fire. Concern about the impact of some of our
products on human health or the environment may lead to regulation, or reaction in our markets independent of regulation, that could reduce or eliminate
markets for such products.
Agencies in the European Union (“E.U.”) continue to evaluate the risks to human health and the environment associated with certain brominated
flame retardants such as tetrabromobisphenol A and decabromodiphenylethane, both of which we manufacture. Additional government regulations,
including limitations or bans on the use of brominated flame retardants, could result in a decline in our net sales of brominated flame retardants and have an
adverse effect on our sales and profitability. In addition, the threat of additional regulation or concern about the impact of brominated flame retardants on
human health or the environment could lead to a negative reaction in our markets that could reduce or eliminate our markets for these products, which
could have an adverse effect on our sales and profitability.
Our business and our customers are subject to significant requirements under REACH, which imposes obligations on E.U. manufacturers and
importers of chemicals and other products into the E.U. to compile and file comprehensive reports, including testing data, on each chemical substance, and
perform chemical safety assessments. Additionally, substances of high concern, as defined under REACH, are subject to an authorization process, which
may result in restrictions in the use of products by application or even banning the product. REACH regulations impose significant additional burdens on
chemical producers, importers, downstream users of chemical substances and preparations, and the entire supply chain. See “Regulation” in Item 1.
Business. Our significant manufacturing presence and sales activities in the E.U. requires significant compliance costs and may result in increases in the
costs of raw materials we purchase and the products we sell. Increases in the costs of our products could result in a decrease in their overall demand;
additionally, customers may seek products with lower regulatory compliance requirements, which could also result in a decrease in the demand of certain
products subject to the REACH regulations.
The TSCA requires chemicals to be assessed against a risk-based safety standard and calling for the elimination of unreasonable risks identified
during risk evaluation. This regulation and other pending initiatives at the U.S. state level, as well as initiatives in Canada, Asia and other regions, could
potentially require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used or produced by us. These
assessments may result in heightened concerns about the chemicals involved and additional requirements being placed on the production, handling,
labeling or use of the subject chemicals. Such concerns and additional requirements could also increase the cost incurred by our customers to use our
chemical products and otherwise limit the use of these products, which could lead to a decrease in demand for these products. Such a decrease in demand
could have an adverse impact on our business and results of operations.
We could be subject to damages based on claims brought against us by our customers or lose customers as a result of the failure of our products to
meet certain quality specifications.
Our products provide important performance attributes to our customers’ products. If a product fails to perform in a manner consistent with quality
specifications or has a shorter useful life than guaranteed, a customer of ours could seek the replacement of the product or damages for costs incurred as a
result of the product failing to perform as guaranteed. These risks apply to our refinery catalysts in particular because, in certain instances, we sell our
refinery catalysts under agreements that contain limited performance and life cycle guarantees. Also, because many of our products are integrated into our
customers’ products, we may be requested to participate in, or fund in whole or in part the costs of, a product recall conducted by a customer. For example,
some of our businesses supply products to customers in the automotive industry. In the event one of these customers conducts a product recall that it
believes is related to one of our products, we may be asked to participate in, or fund in whole or in part, such a recall.
Our customers often require our subsidiaries to represent that our products conform to certain product specifications provided by our customers. Any
failure to comply with such specifications could result in claims or legal action against us.
A successful claim or series of claims against us could have a material adverse effect on our financial condition and results of operations and could
result in our loss of one or more customers.
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Albemarle Corporation and Subsidiaries
Our business is subject to hazards common to chemical and natural resource extraction businesses, any of which could injure our employees or other
persons, damage our facilities or other properties, interrupt our production and adversely affect our reputation and results of operations.
Our business is subject to hazards common to chemical manufacturing, storage, handling and transportation, as well as natural resource extraction,
including explosions, fires, severe weather, natural disasters, mechanical failure, unscheduled downtime, transportation interruptions, remediation,
chemical spills, discharges or releases of toxic or hazardous substances or gases and other risks. These hazards can cause personal injury and loss of life to
our employees and other persons, severe damage to, or destruction of, property and equipment and environmental contamination. In addition, the
occurrence of disruptions, shutdowns or other material operating problems at our facilities due to any of these hazards may diminish our ability to meet our
output goals. Accordingly, these hazards and their consequences could adversely affect our reputation and have a material adverse effect on our operations
as a whole, including our results of operations and cash flows, both during and after the period of operational difficulties.
Our business could be adversely affected by environmental, health and safety laws and regulations.
The nature of our business, including historical operations at our current and former facilities, exposes us to risks of liability under environmental
laws and regulations due to the production, storage, use, transportation and sale of materials that can cause contamination or personal injury if released into
the environment. In the jurisdictions in which we operate, we are subject to numerous U.S. and non-U.S. national, federal, state and local environmental,
health and safety laws and regulations, including those governing the discharge of pollutants into the air and water, the management and disposal of
hazardous substances and wastes and the cleanup of contaminated properties. We currently use, and in the past have used, hazardous substances at many of
our facilities, and we have in the past been, and may in the future be, subject to claims relating to exposure to hazardous materials. We also have generated,
and continue to generate, hazardous wastes at a number of our facilities. Some of our facilities also have lengthy histories of manufacturing or other
activities that may have resulted in site contamination. Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal
injury, property damages or natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many
situations without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible party may
be held liable for more than its share of the losses involved, or even the entire loss). Such liabilities may also be imposed on many different entities,
including, for example, current and prior property owners or operators, as well as entities that arranged for the disposal of the hazardous substances. Such
liabilities may be material and can be difficult to identify or quantify.
Further, some of the raw materials we handle are subject to government regulation. These regulations affect the manufacturing processes, handling,
uses and applications of our products. In addition, our production facilities and a number of our distribution centers require numerous operating permits.
Due to the nature of these requirements and changes in our operations, our operations may exceed limits under permits or we may not have the proper
permits to conduct our operations. Ongoing compliance with such laws, regulations and permits is an important consideration for us and we incur
substantial capital and operating costs in our compliance efforts.
Compliance with environmental laws generally increases the costs of manufacturing, registration/approval requirements, transportation and storage
of raw materials and finished products, and storage and disposal of wastes, and could have a material adverse effect on our results of operations. We may
incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our operations, for
violations arising under these laws or permit requirements. Additional information may arise in the future concerning the nature or extent of our liability
with respect to identified sites, and additional sites may be identified for which we are alleged to be liable, that could cause us to materially increase our
environmental accrual or the upper range of the costs we believe we could reasonably incur for such matters. Furthermore, environmental laws are subject
to change and have become increasingly stringent in recent years. We expect this trend to continue and to require materially increased capital expenditures
and operating and compliance costs.
We may be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.
In connection with the sale of certain properties and businesses, we have agreed to indemnify the purchasers of such properties for certain types of
matters, such as certain breaches of representations and warranties, taxes and certain environmental matters. With respect to environmental matters, the
discovery of contamination arising from properties that we have divested may expose us to indemnity obligations under the sale agreements with the
buyers of such properties or cleanup obligations and other damages under applicable environmental laws. We may not have insurance coverage for such
indemnity obligations or cash flows to make such indemnity or other payments. Further, we cannot predict the nature of and the amount of any indemnity
or other obligations we may have to the applicable purchaser. Such payments may be costly and may adversely affect our financial condition and results of
operations.
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Albemarle Corporation and Subsidiaries
At several of our properties where hazardous substances are known to exist (including some sites where hazardous substances are being investigated
or remediated), we believe we are entitled to contractual indemnification from one or more former owners or operators; however, in the event we make a
claim, the indemnifier may disagree with us regarding, or not have the financial capacity to fulfill, its indemnity obligation. If our contractual indemnity is
not upheld or effective, our accrual and/or our costs for the investigation and cleanup of hazardous substances could increase materially.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.
The U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar foreign anti-corruption laws in other jurisdictions around the world generally
prohibit companies and their intermediaries from making improper payments or providing anything of value to non-U.S. government officials for the
purpose of obtaining or retaining business or securing an unfair advantage. We operate in some parts of the world that have experienced governmental
corruption to some degree, and, in certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices. Although
we have established formal policies or procedures for prohibiting or monitoring this conduct, we cannot assure you that our employees or other agents will
not engage in such conduct for which we might be held responsible. In the event that we believe or have reason to believe that our employees, agents or
distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel
investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. If we are
found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or
inadvertence of others, including employees of our joint ventures), we could suffer from civil and criminal penalties or other sanctions, which could have a
material adverse effect on our business and results of operations.
As first reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of
our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential
violations of the Company’s Code of Conduct, the FCPA, and other potentially applicable laws. Based on this internal investigation, we have voluntarily
self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business, within our Catalysts segment, to the
U.S. Department of Justice (“DOJ”), the SEC, and Dutch Public Prosecutor (“DPP”), and are cooperating with the DOJ, the SEC, and the DPP in their
review of these matters. In connection with our internal investigation, we have implemented, and are continuing to implement, appropriate remedial
measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with the investigations by the DOJ, the SEC, or DPP. We
also are unable to predict what, if any, action may be taken by the DOJ, the SEC, or DPP, or what penalties or remedial actions they may seek. Any
determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, penalties,
disgorgement, equitable relief, or other losses.
We are subject to extensive foreign government regulation that can negatively impact our business.
We are subject to government regulation in non-U.S. jurisdictions in which we conduct our business. The requirements for compliance with these
laws and regulations may be unclear or indeterminate and may involve significant costs, including additional capital expenditures or increased operating
expenses, or require changes in business practice, in each case that could result in reduced profitability for our business. Our having to comply with these
foreign laws or regulations may provide a competitive advantage to competitors who are not subject to comparable restrictions or prevent us from taking
advantage of growth opportunities. Determination of noncompliance can result in penalties or sanctions that could also adversely impact our operating
results and financial condition.
Our inability to protect our intellectual property rights could have a material adverse effect on our business, financial condition and results of
operations.
Protection of our proprietary processes, methods and compounds and other technology is important to our business. We generally rely on patent,
trade secret, trademark and copyright laws of the U.S. and certain other countries in which our products are produced or sold, as well as licenses and
nondisclosure and confidentiality agreements, to protect our intellectual property rights. The patent, trade secret, trademark and copyright laws of some
countries, or their enforcement, may not protect our intellectual property rights to the same extent as the laws of the U.S. Failure to protect our intellectual
property rights may result in the loss of valuable proprietary technologies. Additionally, some of our technologies are not covered by any patent or patent
application and, even if a patent application has been filed, it may not result in an issued patent. If patents are issued to us, those patents may not provide
meaningful protection against competitors or against competitive technologies. We cannot assure you that our intellectual property rights will not be
challenged, invalidated, circumvented or rendered unenforceable.
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Albemarle Corporation and Subsidiaries
We also conduct research and development activities with third parties and license certain intellectual property rights from third parties and we plan
to continue to do so in the future. We endeavor to license or otherwise obtain intellectual property rights on terms favorable to us. However, we may not be
able to license or otherwise obtain intellectual property rights on such terms or at all. Our inability to license or otherwise obtain such intellectual property
rights could have a material adverse effect on our ability to create a competitive advantage and create innovative solutions for our customers, which will
adversely affect our net sales and our relationships with our customers.
We could face patent infringement claims from our competitors or others alleging that our processes or products infringe on their proprietary
technologies. If we are found to be infringing on the proprietary technology of others, we may be liable for damages and we may be required to change our
processes, redesign our products partially or completely, pay to use the technology of others, stop using certain technologies or stop producing the
infringing product entirely. Even if we ultimately prevail in an infringement suit, the existence of the suit could prompt customers to switch to products that
are not the subject of infringement suits. We may not prevail in intellectual property litigation and such litigation may result in significant legal costs or
otherwise impede our ability to produce and distribute key products.
We also rely upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and
maintain our competitive position. While we generally enter into confidentiality agreements with our employees and third parties to protect our intellectual
property, we cannot assure you that our confidentiality agreements will not be breached, that they will provide meaningful protection for our trade secrets
and proprietary manufacturing expertise or that adequate remedies will be available in the event of an unauthorized use or disclosure of our trade secrets or
manufacturing expertise. In addition, our trade secrets and know-how may be improperly obtained by other means, such as a breach of our information
technologies security systems or direct theft.
Our inability to acquire or develop additional reserves that are economically viable could have a material adverse effect on our future profitability.
Our lithium reserves will, without more, decline as we continue to extract these raw materials. Accordingly, our future profitability depends upon our
ability to acquire additional lithium reserves that are economically viable to replace the reserves we will extract. Exploration and development of lithium
resources are highly speculative in nature. Exploration projects involve many risks, require substantial expenditures and may not result in the discovery of
sufficient additional resources that can be extracted profitably. Once a site with potential resources is discovered, it may take several years of development
until production is possible, during which time the economic viability of production may change. Substantial expenditures are required to establish
recoverable proven and probable reserves and to construct extraction and production facilities. As a result, there is no assurance that current or future
exploration programs will be successful and there is a risk that depletion of reserves will not be offset by discoveries or acquisitions.
We utilize feasibility studies to estimate the anticipated economic returns of an exploration project. The actual project profitability or economic
feasibility may differ from such estimates as a result of factors such as, but not limited to, changes in volumes, grades and characteristics of resources to be
mined and processed; changes in labor costs or availability of adequate and skilled labor force; the quality of the data on which engineering assumptions
were made; adverse geotechnical conditions; availability, supply and cost of water and power; fluctuations in inflation and currency exchange rates; delays
in obtaining environmental or other government permits or approvals or changes in the laws and regulations related to our operations or project
development; changes in royalty agreements, laws and/or regulations around royalties and other taxes; and weather or severe climate impacts.
For our existing operations, we utilize geological and metallurgical assumptions, financial projections and price estimates. These estimates are
periodically updated to reflect changes in our operations, including modifications to our proven and probable reserves and mineralized material, revisions
to environmental obligations, changes in legislation and/or social, political or economic environment, and other significant events associated with natural
resource extraction operations. There are numerous uncertainties inherent in estimating quantities and qualities of lithium and costs to extract recoverable
reserves, including many factors beyond our control, that could cause results to differ materially from expected financial and operating results or result in
future impairment charges.
There is risk to the growth of lithium markets.
Our lithium business is significantly dependent on the development and adoption of new applications for lithium batteries and the growth in demand
for plug-in hybrid electric vehicles and battery electric vehicles. To the extent that such development, adoption and growth do not occur in the volume
and/or manner that we contemplate, the long-term growth in the markets for
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Albemarle Corporation and Subsidiaries
lithium products may be adversely affected, which would have a material adverse effect on our business, financial condition and operating results.
Demand and market prices for lithium will greatly affect the value of our investment in our lithium resources and our ability to develop it successfully.
Our ability to successfully develop our lithium resources, including recently acquired 60% interest in MRL’s Wodgina Project, and generate a return
on investment will be affected by changes in the demand for and market price of lithium-based end products, such as lithium hydroxide. The market price
of these products can fluctuate and is affected by numerous factors beyond our control, primarily world supply and demand. Such external economic
factors are influenced by changes in international investment patterns, various political developments and macro-economic circumstances. In addition, the
price of lithium products is impacted by their purity and performance. We may not be able to effectively mitigate against such fluctuations.
Following the Wodgina acquisition, we announced that, based on current market conditions, the Wodgina mine would idle production of spodumene
until market demand supports bringing the mine back into production. There can be no assurance that the market demand for lithium will improve or that
the Wodgina mine will be put back into production in the future or at all. Delays in putting the mine into production, as well as continued fluctuations in
demand for and pricing of lithium and related products may affect the value of our investment in the Wodgina Project and our value as a whole.
If we are unable to retain key personnel or attract new skilled personnel, it could have an adverse effect on our business.
Our success depends on our ability to attract and retain key personnel, including our management team. In light of the specialized and technical
nature of our business, our performance is dependent on the continued service of, and on our ability to attract and retain, qualified management, scientific,
technical, marketing and support personnel. Competition for such personnel is intense, and we may be unable to continue to attract or retain such personnel.
In addition, because of our reliance on our senior management team, the unanticipated departure of any key member of our management team could have
an adverse effect on our business. Our future success depends, in part, on our ability to identify and develop or recruit talent to succeed our senior
management and other key positions throughout the organization. If we fail to identify and develop or recruit successors, we are at risk of being harmed by
the departures of these key employees. Effective succession planning is also important to our long-term success. Failure to ensure effective transfer of
knowledge and smooth transitions involving key employees could hinder our strategic planning and execution.
Some of our employees are unionized, represented by works councils or are employed subject to local laws that are less favorable to employers than the
laws of the U.S.
As of December 31, 2020, we had approximately 5,900 employees, including employees of our consolidated joint ventures. Approximately 42% of
these employees are represented by unions or works councils. In addition, a large number of our employees are employed in countries in which
employment laws provide greater bargaining or other rights to employees than the laws of the U.S. Such employment rights require us to work
collaboratively with the legal representatives of those employees to effect any changes to labor arrangements. For example, most of our employees in
Europe are represented by works councils that must approve any changes in conditions of employment, including salaries and benefits and staff changes,
and may impede efforts to restructure our workforce. Although we believe that we have a good working relationship with our employees, a strike, work
stoppage, slowdown or significant dispute with our employees could result in a significant disruption of our operations or higher labor costs.
Our joint ventures may not operate according to their business plans if our partners fail to fulfill their obligations, which may adversely affect our
results of operations and may force us to dedicate additional resources to these joint ventures.
We currently participate in a number of joint ventures and may enter into additional joint ventures in the future. The nature of a joint venture requires
us to share control with unaffiliated third parties. If our joint venture partners do not fulfill their obligations, the affected joint venture may not be able to
operate according to its business plan. In that case, our results of operations may be adversely affected and we may be required to materially change the
level of our commitment to the joint venture. Also, differences in views among joint venture participants may result in delayed decisions or failures to
agree on major issues. If these differences cause the joint ventures to deviate from their business plans, our results of operations could be adversely
affected.
16
Albemarle Corporation and Subsidiaries
Risks Related to Our Financial Condition
Our required capital expenditures can be complex, may experience delays or other difficulties, and the costs may exceed our estimates.
Our capital expenditures generally consist of expenditures to maintain and improve existing equipment, facilities and properties, and substantial
investments in new or expanded equipment, facilities and properties. Execution of these capital expenditures can be complex, and commencement of
production requires start-up, commission and certification of product quality by our customers, which may impact the expected output and timing of sales
of product from such facilities. Construction of large chemical operations is subject to numerous risks and uncertainties, including, among others, the
ability to complete a project on a timely basis and in accordance with the estimated budget for such project and our ability to estimate future demand for
our products. In addition, our returns on these capital expenditures may not meet our expectations.
Future capital expenditures may be significantly higher, depending on the investment requirements of each of our business lines, and may also vary
substantially if we are required to undertake actions to compete with new technologies in our industry. We may not have the capital necessary to undertake
these capital investments. If we are unable to do so, we may not be able to effectively compete in some of our markets.
We will need a significant amount of cash to service our indebtedness and our ability to generate cash depends on many factors beyond our control.
Our ability to generate sufficient cash flow from operations or use existing cash balances to make scheduled payments on our debt depends on a
range of economic, competitive and business factors, many of which are outside our control. Our business may not generate sufficient cash flow from
operations to service our debt obligations. If we are unable to service our debt obligations, we may need to refinance all or a portion of our indebtedness on
or before maturity, reduce or delay capital expenditures, sell assets or raise additional equity. We may not be able to refinance any of our indebtedness, sell
assets or raise additional equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. Our
inability to generate sufficient cash flow or use existing cash balances to satisfy our debt obligations, or to refinance our obligations on commercially
reasonable terms, could have a material adverse effect on our business and financial condition.
Restrictive covenants in our debt instruments may adversely affect our business.
Our senior credit facilities and the indentures governing our senior notes contain select restrictive covenants. These covenants provide constraints on
our financial flexibility. The failure to comply with these or other covenants governing other indebtedness, including indebtedness incurred in the future,
could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of
operations, including cross-defaults to other debt facilities. See “Financial Condition and Liquidity—Long-Term Debt” in Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing, the market price
of our securities and our debt service obligations.
Credit rating agencies rate our debt securities on factors that include our operating results, actions that we take, their view of the general outlook for
our industry and their view of the general outlook for the economy. Actions taken by the rating agencies can include maintaining, upgrading or
downgrading the current rating or placing us on a watch list for possible future downgrades. Downgrading the credit rating of our debt securities or placing
us on a watch list for possible future downgrades would likely increase our cost of future financing, limit our access to the capital markets and have an
adverse effect on the market price of our securities.
Borrowings under a portion of our debt facilities bear interest at floating rates, and are subject to adjustment based on the ratings of our senior
unsecured long-term debt. The downgrading of any of our ratings or an increase in any of the benchmark interest rates would result in an increase of the
interest expense on our variable rate borrowings.
We are exposed to fluctuations in currency exchange rates, which may adversely affect our operating results and net income.
We conduct our business and incur costs in the local currency of most of the countries in which we operate. Changes in exchange rates between
foreign currencies and the U.S. Dollar will affect the recorded levels of our assets, liabilities, net sales, cost of goods sold and operating margins and could
result in exchange losses. The primary currencies to which we have exposure are the E.U. Euro, Japanese Yen, Chinese Renminbi, Australian Dollar and
Chilean Peso. Exchange rates between
17
Albemarle Corporation and Subsidiaries
these currencies and the U.S. Dollar in recent years have fluctuated significantly and may do so in the future. With respect to our potential exposure to
foreign currency fluctuations and devaluations, for the year ended December 31, 2020, approximately 23% of our net sales were denominated in currencies
other than the U.S. Dollar. Significant changes in these foreign currencies relative to the U.S. Dollar could also have an adverse effect on our ability to meet
interest and principal payments on any foreign currency-denominated debt outstanding. In addition to currency translation risks, we incur currency
transaction risks whenever one of our operating subsidiaries or joint ventures enters into either a purchase or a sales transaction using a different currency
from its functional currency. Our operating results and net income may be affected by any volatility in currency exchange rates and our ability to manage
effectively our currency transaction and translation risks.
Changes in, or the interpretation of, tax legislation or rates throughout the world could materially impact our results.
Our effective tax rate and related tax balance sheet attributes could be impacted by changes in tax legislation throughout the world. Currently, the
majority of our net sales are generated from customers located outside the U.S., and a substantial portion of our assets and employees are located outside of
the U.S.
We have not accrued income taxes or foreign withholding taxes on undistributed earnings for most non-U.S. subsidiaries, because those earnings are
intended to be indefinitely reinvested in the operations of those subsidiaries. Certain tax proposals with respect to such earnings could substantially increase
our tax expense, which would substantially reduce our income and have a material adverse effect on our results of operations and cash flows from
operating activities.
Our future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, expirations of tax
holidays or rulings, changes in the assessment regarding the realization of the valuation of deferred tax assets, or changes in tax laws and regulations or
their interpretation. Recent developments, including the European Commission’s investigations on illegal state aid, as well as the Organisation for
Economic Co-operation and Development (“OECD”) project on Base Erosion and Profit Shifting may result in changes to long-standing tax principles,
which could adversely affect our effective tax rates or result in higher cash tax liabilities.
We are subject to the regular examination of our income tax returns by various tax authorities. Examinations in material jurisdictions or changes in
laws, rules, regulations or interpretations by local taxing authorities could result in impacts to tax years open under statute or to foreign operating structures
currently in place. We regularly assess the likelihood of adverse outcomes resulting from these examinations or changes in laws, rules, regulations or
interpretations to determine the adequacy of our provision for taxes. It is possible the outcomes from these examinations will have a material adverse effect
on our financial condition and operating results.
We may be subject to increased tax exposure resulting from Rockwood pre-acquisition periods.
Under the terms of certain purchase agreements, third party sellers have agreed to substantially indemnify us for tax liabilities pertaining to periods
prior to our 2015 acquisition of Rockwood Holdings Inc. (“Rockwood”). These indemnity obligations will continue generally until the applicable statutes
of limitations expire. To the extent that such companies fail to indemnify or satisfy their obligations, or if any amount is not covered by the terms of the
indemnity, our earnings could be negatively impacted in future periods through increased tax expense.
Future events may impact our deferred tax asset position and U.S. deferred federal income taxes on undistributed earnings of international affiliates
that are considered to be indefinitely reinvested.
We evaluate our ability to utilize deferred tax assets and our need for valuation allowances based on available evidence. This process involves
significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between
future projected operating performance and actual results. We are required to establish a valuation allowance for deferred tax assets if we determine, based
on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be
utilized. In making this determination, we evaluate all positive and negative evidence as of the end of each reporting period. Future adjustments (either
increases or decreases), to the deferred tax asset valuation allowance are determined based upon changes in the expected realization of the net deferred tax
assets. The utilization of our deferred tax assets ultimately depends on the existence of sufficient taxable income in either the carry-back or carry-forward
periods under the applicable tax law. Due to significant estimates used to establish the valuation allowance and the potential for changes in facts and
circumstances, it is reasonably possible that we will be required to record adjustments to the valuation allowance in future reporting periods. Changes to the
valuation allowance or the amount of deferred tax liabilities could have a materially adverse effect on our business, financial condition and results of
operations. Further, should we change our assertion regarding the permanent reinvestment of the undistributed earnings in foreign operations, a deferred tax
liability may need to be established.
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Albemarle Corporation and Subsidiaries
Our business and financial results may be adversely affected by various legal and regulatory proceedings.
We are involved from time to time in legal and regulatory proceedings, which may be material in the future. The outcome of proceedings, lawsuits
and claims may differ from our expectations, leading us to change estimates of liabilities and related insurance receivables.
Legal and regulatory proceedings, whether with or without merit, and associated internal investigations, may be time-consuming and expensive to
prosecute, defend or conduct, may divert management’s attention and other resources, inhibit our ability to sell our products, result in adverse judgments
for damages, injunctive relief, penalties and fines, and otherwise negatively affect our business.
Because a significant portion of our operations is conducted through our subsidiaries and joint ventures, our ability to service our debt may be
dependent on our receipt of distributions or other payments from our subsidiaries and joint ventures.
A significant portion of our operations is conducted through our subsidiaries and joint ventures. As a result, our ability to service our debt may be
partially dependent on the earnings of our subsidiaries and joint ventures and the payment of those earnings to us in the form of dividends, loans or
advances and through repayment of loans or advances from us. Payments to us by our subsidiaries and joint ventures are contingent upon our subsidiaries’
or joint ventures’ earnings and other business considerations and may be subject to statutory or contractual restrictions. In addition, there may be significant
tax and other legal restrictions on the ability of our non-U.S. subsidiaries or joint ventures to remit money to us.
Although our pension plans currently meet minimum funding requirements, events could occur that would require us to make significant contributions
to the plans and reduce the cash available for our business.
We have several defined benefit pension plans around the world, including in the U.S., U.K., Germany, Belgium and Japan. We are required to make
cash contributions to our pension plans to the extent necessary to comply with minimum funding requirements imposed by the various countries’ benefit
and tax laws. The amount of any such required contributions will be determined annually based on an actuarial valuation of the plans as performed by the
plans’ actuaries.
In previous years, we have made voluntary contributions to our U.S. qualified defined benefit pension plans. We anticipate approximately $24
million of required cash contributions during 2021 for our defined benefit pension plans. Additional voluntary pension contributions in and after 2021 may
vary depending on factors such as asset returns, interest rates, and legislative changes. The amounts we may elect or be required to contribute to our
pension plans in the future may increase significantly. These contributions could be substantial and would reduce the cash available for our business.
Further, an economic downturn or recession or market disruption in the capital and credit markets may adversely impact the value of our pension
plan assets, our results of operations, our statement of changes in stockholders’ equity and our liquidity. Our funding obligations could change significantly
based on the investment performance of the pension plan assets and changes in actuarial assumptions for local statutory funding valuations. Any
deterioration of the capital markets or returns available in such markets may negatively impact our pension plan assets and increase our funding obligations
for one or more of these plans and negatively impact our liquidity. We cannot predict the impact of this or any further market disruption on our pension
funding obligations.
We may not be able to consummate future acquisitions or integrate acquisitions into our business, which could result in unanticipated expenses and
losses.
We believe that our customers are increasingly looking for strong, long-term relationships with a few key suppliers that help them improve product
performance, reduce costs, and support new product development. To satisfy these growing customer requirements, our competitors have been
consolidating within product lines through mergers and acquisitions.
As part of our business growth strategy, we have acquired businesses and entered into joint ventures in the past and intend to pursue acquisitions and
joint venture opportunities in the future. Our ability to implement this component of our growth strategy will be limited by our ability to identify
appropriate acquisition or joint venture candidates and our financial resources, including available cash and borrowing capacity. The expense incurred in
consummating acquisitions or entering into joint ventures, the time it takes to integrate an acquisition or our failure to integrate businesses successfully,
could result in unanticipated expenses and losses. Furthermore, we may not be able to realize any of the anticipated benefits from acquisitions or joint
ventures.
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Albemarle Corporation and Subsidiaries
The process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant
financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Some of the risks associated with
the integration of acquisitions include:
•
•
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•
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•
potential disruption of our ongoing business and distraction of management;
unforeseen claims and liabilities, including unexpected environmental exposures;
unforeseen adjustments, charges and write-offs;
problems enforcing the indemnification obligations of sellers of businesses or joint venture partners for claims and liabilities;
unexpected losses of customers of, or suppliers to, the acquired business;
difficulty in conforming the acquired businesses’ standards, processes, procedures and controls with our operations;
in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic,
currency, political and regulatory risks associated with specific countries;
variability in financial information arising from the implementation of purchase price accounting;
inability to coordinate new product and process development;
loss of senior managers and other critical personnel and problems with new labor unions and cultural challenges associated with integrating
employees from the acquired company into our organization; and
challenges arising from the increased scope, geographic diversity and complexity of our operations.
We may continue to expand our business through acquisitions and we may incur additional indebtedness, including indebtedness related to
acquisitions.
We have historically expanded our business primarily through acquisitions. A part of our business strategy is to continue to grow through
acquisitions that complement our existing technologies and accelerate our growth. Our credit facilities have limited financial maintenance covenants. In
addition, the indenture and other agreements governing our senior notes do not limit our ability to incur additional indebtedness in connection with
acquisitions or otherwise. As a result, we may incur substantial additional indebtedness in connection with acquisitions.
Any such additional indebtedness and the related debt service obligations could have important consequences and risks for us, including:
reducing flexibility in planning for, or reacting to, changes in our businesses, the competitive environment and the industries in which we operate,
and to technological and other changes;
lowering credit ratings;
reducing access to capital and increasing borrowing costs generally or for any additional indebtedness to finance future operating and capital
expenses and for general corporate purposes;
reducing funds available for operations, capital expenditures, share repurchases, dividends and other activities; and
creating competitive disadvantages relative to other companies with lower debt levels.
•
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If our goodwill, intangible assets or long-lived assets become impaired, we may be required to record a significant charge to earnings.
Under U.S. Generally Accepted Accounting Principles (“GAAP”), we review our intangible assets and long-lived assets for impairment when events
or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is tested for impairment on October 31 of each year, or more
frequently if required. Factors that may be considered a change in circumstances, indicating that the carrying value of our goodwill, intangible assets or
long-lived assets may not be recoverable, include, but are not limited to, a decline in our stock price and market capitalization, reduced future cash flow
estimates, and slower growth rates in our industry. We may be required to record a significant charge in our financial statements during the period in which
any impairment of our goodwill, intangible assets or long-lived assets is determined, negatively impacting our results of operations and financial condition.
General Risk Factors
Our business and operations could suffer in the event of cybersecurity breaches, information technology system failures, or network disruptions.
Attempts to gain unauthorized access to our information technology systems become more sophisticated over time. These attempts, which might be
related to industrial or other espionage, include covertly introducing malware to our computers and
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Albemarle Corporation and Subsidiaries
networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in
some cases we might be unaware of an incident or its magnitude and effects. The theft, unauthorized use or publication of our intellectual property and/or
confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic
initiatives or otherwise adversely affect our business. To the extent that any cybersecurity breach results in inappropriate disclosure of our customers’ or
licensees’ confidential information, we may incur liability as a result. The devotion of additional resources to the security of our information technology
systems in the future could significantly increase the cost of doing business or otherwise adversely impact our financial results.
In addition, risks associated with information technology systems failures or network disruptions, including risks associated with upgrading our
systems or in successfully integrating information technology and other systems in connection with the integration of businesses we acquire, could disrupt
our operations by impeding our processing of transactions, financial reporting and our ability to protect our customer or company information, which could
adversely affect our business and results of operations.
The occurrence or threat of extraordinary events, including domestic and international terrorist attacks, may disrupt our operations and decrease
demand for our products.
Chemical-related assets may be at greater risk of future terrorist attacks than other possible targets in the U.S. and around the world. As a result, we
are subject to existing federal rules and regulations (and may be subject to additional legislation or regulations in the future) that impose site security
requirements on chemical manufacturing facilities, which increase our overhead expenses.
We are also subject to federal regulations that have heightened security requirements for the transportation of hazardous chemicals in the U.S. We
believe we have met these requirements but additional federal and local regulations that limit the distribution of hazardous materials are being considered.
We ship and receive materials that are classified as hazardous. Bans on movement of hazardous materials through cities, like Washington, D.C., could
affect the efficiency of our logistical operations. Broader restrictions on hazardous material movements could lead to additional investment to produce
hazardous raw materials and change where and what products we manufacture.
The Chemical Facility Anti-Terrorism Standards program (“CFATS Program”), which is administered by the Department of Homeland Security
(“DHS”), identifies and regulates chemical facilities to ensure that they have security measures in place to reduce the risks associated with potential
terrorist attacks on chemical plants located in the U.S. In December 2014, the Protecting and Securing Chemical Facilities from Terrorist Attacks Act of
2014 (“CFATS Act”) was enacted. DHS has enacted new rules under the CFATS Program that imposes comprehensive federal security regulations for high-
risk chemical facilities in possession of specified quantities of chemicals of interest. This rule establishes risk-based performance standards for the security
of the U.S.'s chemical facilities. It requires covered chemical facilities to prepare Security Vulnerability Assessments, which identify facility security
vulnerabilities, and to develop and implement Site Security Plans, which include measures that satisfy the identified risk-based performance standards. We
have implemented all necessary changes to comply with the rules under the CFATS Program to date, however, we cannot determine with certainty any
future costs associated with any additional security measures that DHS may require.
The occurrence of extraordinary events, including future terrorist attacks and the outbreak or escalation of hostilities, cannot be predicted, and their
occurrence can be expected to continue to negatively affect the economy in general, and the markets for our products in particular. The resulting damage
from a direct attack on our assets, or assets used by us, could include loss of life and property damage. In addition, available insurance coverage may not be
sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive.
The COVID-19 pandemic could have a material adverse effect on our results of operations, financial position, and cash flows.
The COVID-19 pandemic has created significant uncertainty and economic disruption. The extent to which it impacts our business, results of
operations, financial position, and cash flows is difficult to predict and dependent upon many factors over which we have no control. These factors include,
but are not limited to, the duration and severity of the pandemic; government restrictions on businesses and individuals; the health and safety of our
employees and communities in which we do business; the impact of the pandemic on our customers' businesses and the resulting demand for our products;
the impact on our suppliers and supply chain network; the impact on U.S. and global economies and the timing and rate of economic recovery; and
potential adverse effects on the financial markets.
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Albemarle Corporation and Subsidiaries
The Company has taken, and plans to continue to take, certain measures to maintain financial flexibility, including delaying certain capital
expenditure projects and accelerating our cost savings initiative, while still protecting our employees and customers. However, if conditions caused by the
COVID-19 pandemic worsen and the Company’s earnings and cash flow from operations do not start to recover as contemplated in the Company's current
plans, the Company may not be able to maintain compliance with its financial covenants and could be required to seek additional amendments to the Credit
Agreements. If the Company were not able to obtain any such necessary additional amendments, that would lead to an event of default and its lenders could
require the Company to repay its outstanding debt. In that situation, the Company may not be able to raise sufficient debt or equity capital, or divest assets,
to refinance or repay the lenders.
Natural disasters or other unanticipated catastrophes could impact our results of operations.
The occurrence of natural disasters, such as hurricanes, floods or earthquakes; pandemics, such as the recent outbreak of COVID-19; or other
unanticipated catastrophes at any of the locations in which we or our key partners, suppliers and customers do business, could cause interruptions in our
operations. Historically, major hurricanes have caused significant disruption to the operations on the U.S. Gulf Coast for many of our customers and our
suppliers of certain raw materials, which had an adverse impact on volume and cost for some of our products. Our operations in Chile could be subject to
significant rain events and earthquakes, and our operations in Asia could be subject to weather events such as typhoons. A global or regional pandemic or
similar outbreak in a region of our, our customers, or our suppliers could disrupt business. If similar or other weather events, natural disasters, or other
catastrophe events occur in the future, they could negatively affect the results of operations at our sites in the affected regions as well as have adverse
impacts on the global economy.
Our insurance may not fully cover all potential exposures.
We maintain property, business interruption, casualty, and other insurance, but such insurance may not cover all risks associated with the hazards of
our business and is subject to limitations, including deductibles and coverage limits. We may incur losses beyond the limits, or outside the coverage, of our
insurance policies, including liabilities for environmental remediation. In addition, from time to time, various types of insurance for companies in the
specialty chemical industry have not been available on commercially acceptable terms or, in some cases, have not been available at all. We are potentially
at additional risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global financial markets could adversely
impact the ratings and survival of some insurers. Future downgrades in the ratings of enough insurers could adversely impact both the availability of
appropriate insurance coverage and its cost. In the future, we may not be able to obtain coverage at current levels, if at all, and our premiums may increase
significantly on coverage that we maintain.
We may be exposed to certain regulatory and financial risks related to climate change.
Growing concerns about climate change may result in the imposition of additional regulations or restrictions to which we may become subject.
Climate changes include changes in rainfall and in storm patterns and intensities, water shortages, significantly changing sea levels and increasing
atmospheric and water temperatures, among others. For example, there have been concerns regarding the declining water level of the Dead Sea, from which
our joint venture, JBC, produces bromine. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in
response to climate change, including regulating greenhouse gas emissions. Potentially, additional U.S. federal regulation will be forthcoming with respect
to greenhouse gas emissions (including carbon dioxide) and/or “cap and trade” legislation that could impact our operations. In addition, we have operations
in the E.U., Brazil, China, Japan, Jordan, Saudi Arabia, Singapore and the United Arab Emirates, which have implemented, or may implement, measures to
achieve objectives under the 2015 Paris Climate Agreement, an international agreement linked to the United Nations Framework Convention on Climate
Change (“UNFCC”), which set targets for reducing greenhouse gas emissions.
The outcome of new legislation or regulation in the U.S. and other jurisdictions in which we operate may result in new or additional requirements,
additional charges to fund energy efficiency activities, and fees or restrictions on certain activities. While certain climate change initiatives may result in
new business opportunities for us in the area of alternative fuel technologies and emissions control, compliance with these initiatives may also result in
additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on
production or operations. Any adopted future climate change regulations could also negatively impact our ability to compete with companies situated in
areas not subject to such limitations. Even without such regulation, increased public awareness and adverse publicity about potential impacts on climate
change emanating from us or our industry could harm us. We may not be able to recover the cost of compliance with new or more stringent laws and
regulations, which could adversely affect our business and negatively impact our growth. Furthermore, the potential impact of climate change and related
regulation on our customers is highly uncertain and there can be no assurance that it will not have an adverse effect on our financial condition and results of
operations.
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Albemarle Corporation and Subsidiaries
Economic conditions and regulatory changes relating to the United Kingdom’s withdrawal from the European Union could adversely impact our
business.
Following a referendum in 2016, voters in the United Kingdom (“U.K.”) approved that country’s exit from the E.U., a process often referred to as
“Brexit.” The U.K. formally left the E.U. on January 31, 2020, subject to a 11-month transition period. Following completion of the transition period, the
U.K.’s withdrawal from the E.U. was completed on December 31, 2020. The future effects of Brexit will depend on the effect and implementation of the
E.U.–U.K. Trade and Cooperation Agreement, which was agreed between the U.K. and E.U. on December 24, 2020, formally ratified by the UK
Parliament on December 30, 2020, and expected to be formally approved by the E.U. parliament in the first quarter of 2021. Although the E.U.-U.K. Trade
and Cooperation Agreement provides some clarity with respect to aspects of the future relationship between the U.K. and the E.U. (including with respect
to free trade in goods, limited mutual market access in services, and cooperation mechanisms in a range of policy areas), much uncertainty remains about
what financial, trade and legal implications Brexit will have and how it will affect the future relationship between the U.K. and E.U. We derive a significant
portion of our revenues from sales outside the U.S., including 17% from E.U. countries. The consequences of Brexit, could introduce significant
uncertainties into global financial markets, including volatility in foreign currencies, and adversely impact the markets in which we and our customers
operate. Adverse consequences such as deterioration in economic conditions, volatility in currency exchange rates or adverse changes in regulation could
have a negative impact on our future operations, operating results and financial condition. All of these potential consequences could be further magnified if
additional countries were to exit the E.U.
Item 1B.
Unresolved Staff Comments.
NONE
Item 2.
Properties.
We operate globally, with our principal executive offices located in Charlotte, NC and regional shared services offices located in Budapest, Hungary
and Dalian, China. All of these properties are leased. We and our affiliates also operate regional sales and administrative offices in various locations
throughout the world, which are generally leased.
We believe that our production facilities, research and development facilities, and sales and administrative offices are generally well maintained,
effectively used and are adequate to operate our business. During 2020, the Company’s manufacturing plants operated at approximately 88% capacity, in
the aggregate.
Set forth below is information regarding our significant production facilities operated by us and our affiliates. Additional details regarding our
significant mineral properties can be found below the table.
Location
Lithium
Greenbushes, Australia
Kemerton, Australia
Kings Mountain, NC
(a)
(a)(b)
(a)
La Negra, Chile
Langelsheim, Germany
(a)
(a)
(a)
Meishan, China
New Johnsonville, TN
Salar de Atacama, Chile
Silver Peak, NV
Taichung, Taiwan
Wodgina, Australia
Xinyu, China
Bromine Specialties
Baton Rouge, LA
(a)(c)
(a)
Principal Use
Owned/Leased
Production of lithium spodumene minerals and lithium concentrate
Production of lithium carbonate and technical and battery-grade lithium hydroxide
Production of technical and battery-grade lithium hydroxide, lithium salts and battery-grade lithium
metal products
Production of technical and battery-grade lithium carbonate and lithium chloride
Production of butyllithium, lithium chloride, specialty products, lithium hydrides, cesium and special
metals
Production of lithium carbonate and technical and battery-grade lithium hydroxide
Production of butyllithium and specialty products
Production of lithium brine and potash
Production of lithium brine, technical-grade lithium carbonate and lithium hydroxide
Production of butyllithium
Production of lithium spodumene minerals and lithium concentrate
Production of lithium carbonate and technical and battery-grade lithium hydroxide
(e)
(e)
Owned
Owned
Owned
Owned
Owned
(f)
Owned
Owned
Owned
Owned
Owned
Owned and leased
Owned
(e)
Research and product development activities, and production of flame retardants
Leased
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Albemarle Corporation and Subsidiaries
Location
Magnolia, AR
(a)
Safi, Jordan
Twinsburg, OH
Catalysts
Amsterdam, the Netherlands
Bitterfeld, Germany
La Voulte, France
McAlester, OK
Mobile, AL
Niihama, Japan
(d)
Pasadena, TX
Santa Cruz, Brazil
Takaishi City, Osaka, Japan
All Other
South Haven, MI
Tyrone, PA
Principal Use
Production of flame retardants, bromine, inorganic bromides, agricultural intermediates and tertiary
amines
Production of bromine and derivatives and flame retardants
Production of bromine-activated carbon
Owned/Leased
Owned
Owned and leased
Leased
(e)
Production of refinery catalysts, research and product development activities
Refinery catalyst regeneration, rejuvenation, and sulfiding
Refinery catalysts regeneration and treatment, research and development activities
Refinery catalyst regeneration, rejuvenation, pre-reclaim burn off, as well as specialty zeolites and
additives marketing activities
Production of tin stabilizers
Production of refinery catalysts
Production of aluminum alkyls, orthoalkylated anilines, refinery catalysts and other specialty chemicals;
refinery catalysts regeneration services and research and development activities
Production of catalysts, research and product development activities
Production of aluminum alkyls
Owned
Owned
Owned
Owned
(e)
(e)
(e)
(e)
(e)
Owned
Leased
Owned
Owned
Owned
(e)
(e)
Production of custom fine chemistry products including pharmaceutical actives
Production of custom fine chemistry products, agricultural intermediates, performance polymer
products and research and development activities
Owned
Owned
(a) See further below for further discussion of these significant mineral extraction and processing facilities.
(b) Construction of the Kemerton, Australia facility is expected to be completed in late 2021, followed by a six month commissioning and qualification process.
(c) Based on current market conditions, the Wodgina mine has idled production of spodumene until market demand supports bringing the mine back into production.
(d) The Pasadena, Texas location includes three separate manufacturing plants which are owned, primarily utilized by Catalysts, including one plant that is owned by an
unconsolidated joint venture.
(e) Owned or leased by joint venture.
(f) Ownership will revert to the Chilean government once we have sold all remaining amounts under our contract with the Chilean government pursuant to which we
obtain lithium brine in Chile.
Significant Mineral Properties
Set forth below are details regarding our significant mineral properties operated by us and our affiliates in accordance with Industry Guide 7 issued by
the Securities and Exchange Commission (“SEC”). In 2018, the SEC adopted new rules relating to property disclosures by companies with significant
mining operations, effective for the year beginning January 1, 2021. Thus, the Company will not be required to comply with the SEC’s new mining
operation disclosure rules until the earlier of its next filing of a registration statement under the Securities Act of 1933, or the filing of its Annual Report on
Form 10-K for the year ending December 31, 2021. The Company does not have current estimates of proven or probable reserves for its significant mining
properties as defined by Industry Guide 7 as of this filing. However, the Company is in the process of developing these reserve estimates in accordance
with the new mining operation rules adopted by the SEC.
24
Albemarle Corporation and Subsidiaries
Greenbushes, Australia
The Greenbushes mine is a hard rock, open pit mine located approximately 250km south of Perth, Western Australia, 90km southeast of the port of
Bunbury, a major bulk-handling port in the southwest of Western Australia. The lithium mining operation is near the Greenbushes townsite located in the
Shire of Bridgetown-Greenbushes. Access to the Greenbushes Mine is via the paved South Western Highway between Bunbury and Bridgetown to
Greenbushes Township and via the paved Maranup Ford Road to the Greenbushes Mine.
Lithium production from the Greenbushes Mine has been undertaken continuously for more than 20 years. Modern exploration has been undertaken
on the property since the mid-1980s, first by Greenbushes Limited, then by Lithium Australia Ltd and in turn by Sons of Gwalia prior to the acquisition of
Greenbushes by Talison in 2007. Initial exploration focused largely on tantalum, with the emphasis changing to lithium from around 2000. In 2014,
Rockwood acquired a 49% ownership interest in Windfield, which owns 100% of Talison, from Sichuan Tianqi Lithium Industries Inc. This 49%
ownership in Windfield was assumed by Albemarle in 2015 as part of the acquisition of Rockwood. We purchase lithium concentrate from Windfield, and
our investment in the joint venture is reported as an unconsolidated equity investment on our balance sheet.
About 55% of the tenements held by Talison are covered by Western Australia’s State Forest, which is under the authority of the Western Australia
Department of Biodiversity, Conservation and Attractions. The majority of the remaining land is private land that covers about 40% of the surface rights.
The remaining ground comprises crown land, road reserves and other miscellaneous reserves. The tenements cover a total area of approximately 10,000
hectares and include the historic Greenbushes tin, tantalum and current lithium mining areas. Talison holds the mining rights for all lithium minerals on
these tenements. The operating lithium mining and processing plant area covers approximately 2,000 hectares comprising three mining leases. All lithium
mining activities, including tailings storage, processing plant operations, open pits and waste rock dumps, are currently carried out within the boundaries of
the three mining leases plus two general purpose leases. In order to keep the granted tenements in good standing, Talison is required to maintain permits,
make an annual contribution to the statutory Mining Rehabilitation Fund and pay a royalty on concentrate sales for lithium mineral production as
prescribed under the Mining Act
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Albemarle Corporation and Subsidiaries
1978 in Western Australia. There are no private royalties that apply to the Greenbushes property. Talison reviews and renews all tenements on an annual
basis.
The Greenbushes deposit consists of a main, rare-metal zoned pegmatite body, with numerous smaller footwall pegmatite dykes and pods. The
primary intrusion and its subsidiary dykes and pods are concentrated within shear zones on the boundaries of granofels, ultramafic schists and
amphibolites. The pegmatites are crosscut by ferrous-rich, mafic dolerite which is of paramount importance to the currant mining methods. The pegmatite
body is over 3 km long (north by northwest), up to 300 meters wide (normal to dip), strikes north to northwest and dips moderately to steeply west to
southwest.
The major minerals from the Greenbushes pegmatite are quartz, spodumene, albite and K-feldspar. The main lithium-bearing minerals are spodumene
(containing approximately 8% lithium oxide) and varieties kunzite and hiddenite. Minor to trace lithium minerals include lepidolite mica, amblygonite and
lithiophilite. Lithium is readily leached in the weathering environment and thus is virtually non-existent in weathered pegmatite. Exploration drilling at
Greenbushes has been ongoing for over 40 years, including drilling in 2020, using reverse circulation and diamond drill holes.
Three lithium mineral processing plants are currently operating on the Greenbushes site, two chemical grade plants and a technical grade plant.
Tailings are discharged to the tailings storage facility without the need for any neutralization process. Additional infrastructure on site includes power and
water supply facilities, a laboratory, administrative offices, occupational health/safety/training offices, dedicated mines rescue area, stores, storage sheds,
workshops and engineering offices. The Greenbushes site also leases production drills, excavators, trucks and various support equipment to extract the ore
deposit by open pit methods. Talison’s power is delivered by a local distribution system and reticulated and metered within the site. Water is sourced from
rainfall and stored in several process dams located on site. We consider the condition of all of our plants, facilities and equipment to be suitable and
adequate for the businesses we conduct, and we maintain them regularly. As of December 31, 2020, the gross asset value of the facilities at the
Greenbushes site was approximately $789 million. During 2020, 88,000 metric tons of lithium carbonate equivalent (“LCE”) of lithium concentrate were
produced at the Greenbushes facilities. Talison currently sells the lithium concentrate only to its shareholders.
Talison ships the chemical-grade lithium concentrate in vessels to our facilities in Meishan and Xinyu, China to process into battery-grade lithium
hydroxide. In addition, the output from Talison can be used by tolling entities in China to produce both lithium carbonate and lithium hydroxide. See a
description of our facilities in Meishan and Xinyu below under “Other Significant Lithium Processing Facilities.”
26
Albemarle Corporation and Subsidiaries
Salar de Atacama/La Negra, Chile
The Salar de Atacama is located in the commune of San Pedro de Atacama, at the eastern end of the Antofagasta Region and close to the border of
Argentina and Bolivia. Access to the property is on the major four-lane paved Panamericana Route 5 north from Antofagasta, Chile approximately 60 km
northeast to B-385. On B-385, a two laned paved highway, the Albemarle Salar de Atacama project is approximately 175 km to the east. The site has a
small private airport that serves the project. A small paved runway airport is also located near San Pedro de Atacama and a large international airport is
located in Antofagasta. The La Negra plant has direct access roads and located approximately 20 km by paved four lane highway Route 28 southeast of
Antofagasta turning north approximately 3 km on Route 5.
In the early 1960s, water with high concentrations of salts was discovered in the Salar de Atacama Basin. In January 1975, one of our predecessors,
Foote Mineral Company, signed a long-term contract with the Chilean government for mineral rights with respect to the Salar de Atacama consisting
exclusively of the right to access lithium brine, covering an area of approximately 16,700 hectares. The contract originally permitted the production and
sale of up to 200,000 metric tons of lithium metal equivalent (“LME”), a calculated percentage of LCE. In 1981, the first construction of evaporation ponds
in the Salar de Atacama began. The following year, the construction of the lithium carbonate plant in La Negra began. In 1990, the facilities at the Salar de
Atacama were expanded with a new well system and the capacity of the lithium carbonate plant in the La Negra plant was expanded. In 1998, the lithium
chloride plant in La Negra began operating, the same year that Chemetall purchased Foote Mineral Company. Subsequently, in 2004, Chemetall was
acquired by Rockwood, and in 2015, Rockwood was acquired by Albemarle. Effective January 1, 2017, the Chilean government and Albemarle entered
into an annex to the original agreement through which its duration was modified, extending it until the balance of: (a) the original 200,000 metric tons of
LME and an additional 262,132 metric tons of LME granted through this annex have been exploited, processed, and sold, or (b) on January 1, 2044,
whichever comes first. In addition, the amended agreement provides for commission payments to the Chilean government based on sales price/metric ton
on the amounts sold under the additional quota granted, our support of research and development in Chile of lithium applications and solar energy, and our
support of local communities in
27
Albemarle Corporation and Subsidiaries
Northern Chile. Albemarle currently operates its extraction and production facilities in Chile under this mineral rights agreement with the Chilean
government.
The Salar de Atacama is a salt flat, the largest in Chile, located in the Atacama desert in northern Chile, which is the driest place on the planet and
thus has an extremely high annual rate of evaporation and extremely low annual rainfall. Our extraction through evaporation process works as follows:
snow in the Andes Mountains melts and flows into underground pools of water containing brine, which generally have high concentrations of lithium. We
then pump the water containing brine above ground through a series of pumps and wells into a network of large evaporation ponds. Over the course of
approximately eighteen months, the desert sun evaporates the water causing other salts to precipitate and leaving behind concentrated lithium brine. If
weather conditions are not favorable, the evaporation process may be prolonged. After we obtain the lithium brine from the Salar de Atacama, we process it
into lithium carbonate and lithium chloride at our manufacturing facilities in nearby La Negra, Chile.
The filling materials of the Salar de Atacama Basin are dominated by the Vilama Formation and the more recently, in geologic time, by evaporitic and
clastic materials that are currently being deposited in the basin. These units house the basin's aquifer system and are composed of evaporitic chemical
sediments that include carbonate, gypsum and halite intervals interrupted by volcanic deposits of large sheets of ignimbrite, volcanic ash and smaller
classical deposits. Lithium-rich brines are extracted from the halite aquifer that is located within the nucleus of the salt flat. The Salar de Atacama basin
contains a continental system of lithium-rich brine. These types of systems have six common (global) characteristics: arid climate; closed basin that
contains a salt flat (salt crust), a salt lake, or both; igneous and/or hydrothermal activity; tectonic subsidence; suitable sources of lithium; and sufficient time
to concentrate the lithium in the brine.
In the Salar de Atacama basin, lithium-rich brines are found in a halite aquifer. Carbonate and sulfates are found near the edges of the basin. The
average, minimum and maximum concentrations of lithium in the Salar de Atacama basin are approximately 1,400, 900 and 7,000 mg/L, respectively.
From 2017 through 2019, two drilling campaigns were carried out in order to obtain geological and hydrogeological information at the Albemarle mining
concession.
The facilities at the Salar de Atacama consist of extraction wells, evaporation and concentration ponds, leaching plants, a potash plant, a drying floor,
services and general areas, including salt stockpiles, as well as a fleet of owned and leased equipment. The extracted concentrated lithium brine is sent to
the La Negra plant by truck for processing. The Salar de Atacama has its own powerhouse that generates the energy necessary for the entire operation of
the facilities. We also have permanent and continuous groundwater exploitation rights for two wells that are for industrial use and to supply the Salar de
Atacama facilities. The La Negra facilities consist of a boron removal plant, a calcium and magnesium removal plant, two lithium carbonate conversion
plants, a lithium chloride plant, evaporation-sedimentation ponds, an offsite area where the raw materials are housed and the inputs that are used in the
process are prepared, a dry area where the various products are prepared, as well as a fleet of owned and leased equipment. La Negra is supplied electricity
from a local company and has rights to a well in the Peine community for its water supply. We are currently constructing a third lithium carbonate
conversion plant expected to be completed mid-2021, followed by a six-month commissioning and qualification process. We consider the condition of all
of our plants, facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain them regularly. As of December 31,
2020, the combined gross asset value of our facilities at the Salar de Atacama and in La Negra, Chile (not inclusive of construction in process) was
approximately $863 million. During 2020, we produced 42,000 metric tons of LCE of primarily lithium carbonate at our La Negra facilities.
28
Albemarle Corporation and Subsidiaries
Silver Peak, Nevada
The Silver Peak site is located in a rural area approximately 30 miles southwest of Tonopah, in Esmeralda County, Nevada. It is located in the Clayton
Valley, an arid valley historically covered with dry lake beds (playas). The operation borders the small unincorporated town of Silver Peak, Nevada.
Albemarle uses the Silver Peak site for the production of lithium brines, which are used to make lithium carbonate and, to a lesser degree, lithium
hydroxide. Access to the site is off of the paved highway SR-265 in the town of Silver Peak, Nevada. The administrative offices are located on the south
side of the road. The process facility is on the north side of the road and the brine operations are located approximately three miles east of Silver Peak on
Silver Peak Road and occupy both the north and south sides of the road. In addition, access to the site is also possible via gravel/dirt roads from Tonopah,
Nevada and Goldfield, Nevada.
Lithium brine extraction in the Clayton Valley began in the mid-1960’s by one of our predecessors, the Foote Mineral Company. Since that time,
lithium brine operations have been operated on a continuous basis. In 1998, Chemetall purchased Foote Mineral Company. Subsequently, in 2004,
Chemetall was acquired by Rockwood, and in 2015, Rockwood was acquired by Albemarle. Our mineral rights in Silver Peak consist of our right to access
lithium brine pursuant to our permitted and certified senior water rights, a settlement agreement with the U.S. government, originally entered into in June
1991, and our patented and unpatented land claims. Pursuant to the 1991 agreement, our water rights and our land claims, we have rights to all lithium that
we can remove economically from the Clayton Valley Basin in Nevada. We have been operating at the Silver Peak site since 1966. Our Silver Peak site
covers a surface of over 13,500 acres, more than 10,500 acres of which we own through a subsidiary. The remaining acres are owned by the U.S.
government from whom we lease the land pursuant to unpatented land claims that are renewed annually. Actual surface disturbance associated with the
operations is 7,390 acres, primarily associated with the evaporation ponds. The manufacturing and administrative activities are confined to an area
approximately 20 acres in size.
29
Albemarle Corporation and Subsidiaries
We extract lithium brine from our Silver Peak site through substantially the same evaporation process we use at the Salar de Atacama. We process the
lithium brine extracted from our Silver Peak site into lithium carbonate at our plant in Silver Peak. It is hypothesized that the current levels of lithium
dissolved in brine originate from relatively recent dissolution of halite by meteoric waters that have penetrated the playa in the last 10,000 years. The halite
formed in the playa during the aforementioned climatic periods of low precipitation and that the concentrated lithium was incorporated as liquid inclusions
into the halite crystals. There are no current exploration activities on the Silver Peak lithium operation. However, in January 2021, we announced that we
will expand capacity in Silver Peak and begin a program to evaluate clays and other available Nevada resources for commercial production of lithium.
Beginning in 2021, we plan to invest $30 million to $50 million to double the current production in Silver Peak by 2025, with the aim of making full use of
the brine water rights.
The facilities at Silver Peak consist of extraction wells, evaporation and concentration ponds, a lithium carbonate plant, a lithium anhydrous plant, a
lithium hydroxide plant, a liming plant, wellfield and mill maintenance, a shipping and packaging facility and administrative offices, as well as a fleet of
owned and leased equipment. Silver Peak is supplied electricity from a local company and we currently have two operating fresh water wells nearby that
supply water to the facilities. We consider the condition of all of our plants, facilities and equipment to be suitable and adequate for the businesses we
conduct, and we maintain them regularly. As of December 31, 2020, the gross asset value of our facilities at our Silver Peak site was approximately $55
million. During 2020, we produced approximately 2,200 metric tons of LCE of lithium carbonate at our Silver Peak facilities.
Wodgina, Australia
The Wodgina property is located approximately 110 km south-southeast of Port Hedland, Western Australia between the Turner and Yule Rivers. The
area includes multiple prominent greenstone ridges up to 180 m above mean sea level surrounded by granitic plains and lowlands. The property is
accessible via National Highway 1 to National highway 95 to the Wodgina
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Albemarle Corporation and Subsidiaries
camp road. All roads to site are paved. The nearest large regional airport is in Port Hedland which also hosts an international deep-water port facility. In
addition, a site dedicated all-weather airstrip is located onsite capable of landing certain aircrafts.
The Wodgina pegmatite deposits were discovered in 1902. Since then, the pegmatite-hosted deposits have been mined for tin, tantalum, beryl, and
lithium by various companies. Mining occurred sporadically until Goldrim Mining formed a new partnership with Pan West Tantalum Pty Ltd., who
opened open pit mining at the site in 1989 and progressively expanded during the 1990s. Active mining at the Mt. Cassiterite pit has been started and
stopped regularly between 2008 and the present. The mine was placed on care and maintenance in 2008, 2012, and most recently in 2019. In 2016, MRL
acquired the mine and upgraded the processing facilities and site infrastructure to 750ktpa spodumene plant producing 6% spodumene concentrate,
completed in 2019. On October 31, 2019, we completed the acquisition of a 60% interest in this hard rock lithium mine project and formed an
unincorporated joint venture with MRL, named MARBL. We formed MARBL for the exploration, development, mining, processing and production of
lithium and other minerals (other than iron ore and tantalum) from the Wodgina Project. Since the acquisition, we have idled MARBL’s production of
spodumene until market demand supports bringing the mine back into production. No mining or processing operations are active.
Wodgina holds mining tenements within the Karriyarra native title claim and are subject to the Land Use Agreement dated March 2001 between the
Karriyarra People and Gwalia Tantalum Ltd (now Wodgina Lithium, a 100% subsidiary of MRL, our MARBL joint venture partner). All mining and
exploration land tenements are in good standing and no known impediments exist. Certain tenements are due for renewal in 2026 and another in 2030.
Drilling and exploration activities have been conducted throughout the mining life of the Wodgina property.
The Wodgina mine is a pegmatite lithium deposit with spodumene the dominant mineral. The lithium mineralization occurs as 10 - 30 cm long grey-
white spodumene crystals within medium grained pegmatites comprising primarily of quartz, feldspar, spodumene, and muscovite. Typically, the
spodumene crystals are oriented orthogonal to the pegmatite contacts.
The facilities at Wodgina consist of a three stage crushing plant, the spodumene concentration plant, administrative offices, an accommodation camp,
a power station, gas pipeline, three mature and reliable water bore fields, extension for future tailing storage and a fleet of owned and leased mine
production equipment. The gas pipeline feeds the site power station to provide the power to the facilities. Water is obtained from the dedicated water bore
fields. We consider the condition of all of our plants, facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain
them regularly. As of December 31, 2020, our 60% portion of the gross asset value of the facilities at our Wodgina site was approximately $186 million.
There was no production from the Wodgina site during the year ended December 31, 2020, as the site remains on care and maintenance until market
demand supports bringing it back to production.
Other Significant Lithium Processing Facilities
We are currently constructing a high-quality spodumene conversion plant in Kemerton, Australia, approximately 17 km north-east of Bunbury,
Western Australia, valued at $1.2 billion (with $480 million, or 40%, to be owned by MRL as part of the acquisition). As a result of the acquisition of 60%
of the Wodgina Project from MRL, we will own 60% of the Kemerton conversion plant, with the remaining 40% owned by MRL. Construction of the plant
is expected to be completed in late 2021, followed by a six month commissioning and qualification process. When completed, the plant will covert
spodumene concentrate transferred from Talison and the Wodgina site (when operating) to lithium hydroxide.
Once construction is complete, the Kemerton facility will consist of a front-end and back-end processing areas to produce lithium hydroxide on two
product processing trains. The front-end portion of the plant includes the following sections - calcination and acid roasting of lithium spodumene and
leaching/pulping of the resultant lithium solution. The back-end portion of the plant will include solution crystallization, evaporation and drying/packaging
areas where the finished product lithium hydroxide will prepared for shipment to our customers via truck, rail or boat. Kemerton is expected to have an
initial capacity of about 50,000 metric tons (25,000 metric tons per processing train) of LCE of lithium hydroxide, with an ability to expand to 100,000
metric tons LCE over time.
The facilities in Meishan and Xinyu consist of a front-end and back-end processing areas to produce lithium hydroxide. At each site, the front-end
portion of the plant includes the following sections - calcination and acid roasting of lithium spodumene and leaching/pulping of the resultant lithium
solution. The back-end portion of the plants include solution crystallization, evaporation and drying/packaging areas where the finished product lithium
hydroxide is prepared for shipment to our customers via truck, rail or boat. We consider the condition of all of our plants and equipment to be suitable and
adequate for the businesses we conduct, and we maintain them regularly. As of December 31, 2020, the combined gross asset value of our facilities at our
Meishan and Xinyu sites was approximately $120 million. During 2020, we produced approximately 35,000 metric tons of LCE of lithium hydroxide at our
Meishan and Xinyu facilities.
31
Albemarle Corporation and Subsidiaries
Magnolia, Arkansas
Magnolia is located in the southwest Arkansas, north of the center of Columbia County, approximately 50 miles east of Texarkana and 135 miles
south of Little Rock. Our facilities include two separate production plants, the South Plant and the West Plant. The South Plant is accessible via U.S. Route
79 and paved local roads. The West Plant is accessible by U.S. Route 371 and paved local roads. The decentralized well sites around the brine fields are
accessed via paved Arkansas Highway 19, 98, 160 and 344.
In Magnolia, bromine is recovered from underground brine wells and then processed into a variety of end products at the plant on location. Albemarle
has a total of 25 brine production wells and 35 production brine injection wells that are currently active on the property. Albemarle’s area of bromine
operation is comprised of over 9,500 individual leases with local landowners comprising a total area of over 98,500 acres. The leases have been acquired
over time as field development extended across the field. Each lease continues for a period of 25 years or longer until after a two year period where brine is
not injected or produced from/to a well within two miles of lease land areas, as long as lease rentals are continuing to be paid.
Bromine extraction began in Magnolia in 1965 as the first brine supply well was drilled, and additional wells were put into production over the next
few years. In 1987, a predecessor company took over operations of certain brine supply and injection wells, which Albemarle continues to operate to this
day. In 2019, Albemarle completed, and put into production, two new brine production supply wells in Magnolia.
In Magnolia, bromine exists as sodium bromide in the formation waters or brine of the Jurassic age Smackover Formation, a geological formation in
Arkansas, in the subsurface at 7,000 to 8,500 feet below sea level. The mineralization occurs within the highly saline Smackover Formation waters or brine
where the bromide has an abnormally rich composition. The bromine concentration is more than twice as high as that found in normal evaporated sea
water. The bromine mineralization of the brine is distributed throughout the porous intervals of the upper and middle Smackover on the property. The
strong permeability and porosity of the Smackover grainstones provide excellent continuity of the bromine mineralization within the brine.
The facilities at Magnolia consist of brine production and injection wells, brine ponds, two bromine processing plants, pipelines between the plants
and wells, a laboratory, storage and warehouses, administrative offices, as well as a fleet of owned and leased equipment. Our Magnolia facilities are
supplied electricity from a local company and we currently have several operating freshwater wells nearby that supply water to the facilities. In addition,
both plants have dedicated rail spurs that provide access to several rail lines to transport product throughout the country. We consider the condition of all of
our plants, facilities and equipment to be suitable and adequate for the businesses we conduct, and we maintain them regularly. As of
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Albemarle Corporation and Subsidiaries
December 31, 2020, the gross asset value of our facilities at our Magnolia site was approximately $747 million. During 2020, we produced approximately
74,000 metric tons of bromine at our Magnolia facilities.
Item 3.
Legal Proceedings.
We are involved in litigation incidental to our business and are a party to a number of legal actions and claims, various governmental proceedings and
private civil lawsuits, including, but not limited to, those related to environmental and hazardous material exposure matters, product liability, and breach of
contract. Some of the legal proceedings include claims for compensatory as well as punitive damages. While the final outcome of these matters cannot be
predicted with certainty, considering, among other things, the legal defenses available and liabilities that have been recorded along with applicable
insurance, it is currently the opinion of management that none of these pending items will have a material adverse effect on our financial condition, results
of operations or liquidity.
As first reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of
our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential
violations of the Company’s Code of Conduct, the FCPA, and other potentially applicable laws. Based on this internal investigation, we have voluntarily
self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business, within our Catalysts segment, to the
DOJ, the SEC, and DPP, and are cooperating with the DOJ, the SEC, and DPP in their review of these matters. In connection with our internal
investigation, we have implemented, and are continuing to implement, appropriate remedial measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with the investigations by the DOJ, the SEC, or DPP. We
also are unable to predict what, if any, action may be taken by the DOJ, the SEC or DPP, or what penalties or remedial actions they may seek to
impose. Any determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines,
penalties, disgorgement, equitable relief, or other losses. We do not believe, however, that any such fines, penalties, disgorgement, equitable relief or other
losses would have a material adverse effect on our financial condition or liquidity.
An unexpected adverse resolution of one or more of these items, however, could have a material adverse effect on our financial condition, results of
operations or liquidity in that particular period.
Item 4.
Mine Safety Disclosures.
None.
Executive Officers of the Registrant.
The names, ages and biographies of our executive officers, as of February 19, 2021, are set forth below. The term of office of each officer is until the
meeting of the Board of Directors following the next annual shareholders’ meeting in May 2021.
Name
J. Kent Masters
Karen G. Narwold
Scott A. Tozier
Melissa Anderson
John C. Barichivich III
Raphael Crawford
Netha Johnson
Eric Norris
Age
60
61
55
56
53
45
50
54
Position
Chairman, President and Chief Executive Officer
Executive Vice President, Chief Administrative Officer and General Counsel
Executive Vice President, Chief Financial Officer
Senior Vice President, Chief Human Resources Officer
Vice President, Corporate Controller, Chief Accounting Officer
President, Catalysts Global Business Unit
President, Bromine Specialties Global Business Unit
President, Lithium Global Business Unit
J. Kent Masters was elected as Chairman, President and Chief Executive Officer in April 2020. He joined the Albemarle board of directors in 2015
and served as Lead Independent Director from 2018 until April 2020. Prior to joining Albemarle, Mr. Masters served as Operating Partner of Advent
International, an international private equity group. Prior to Advent, he served as Chief Executive Officer of Foster Wheeler AG, a global engineering and
construction contractor and power equipment supplier, when Foster Wheeler AG was acquired by Amec plc to form Amec Foster Wheeler plc. He is also a
former member of
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Albemarle Corporation and Subsidiaries
the executive board of Linde AG, a global leader in manufacturing and sales of industrial gases, with responsibility for the Americas, Africa, and the South
Pacific.
Karen G. Narwold joined us in September of 2010 and currently serves as Executive Vice President, Chief Administrative Officer, General Counsel
and Corporate Secretary. Ms. Narwold has over 25 years of legal, management and business experience with global industrial and chemical companies.
After five years in private practice, she served as Vice President, General Counsel, Human Resources and Secretary of GrafTech International Ltd., a global
graphite and carbon manufacturer and former subsidiary of Union Carbide. She then served as Vice President and Strategic Counsel of Barzel Industries, a
North American steel processor and distributor. Prior to joining Albemarle, Ms. Narwold served as Special Counsel with Kelley Drye & Warren LLP and
with Symmetry Advisors where she worked in the areas of strategic, financial and capital structure planning and restructuring for public and private
companies. Ms. Narwold was appointed as a member of the Board of Directors of Ingevity Corporation on February 20, 2019.
Scott A. Tozier was elected as our Executive Vice President and Chief Financial Officer effective January 2011. Mr. Tozier also served as our Chief
Accounting Officer from January 2013 until February 2014. Mr. Tozier has over 25 years of diversified international financial management experience.
Following four years of assurance services with the international firm Ernst & Young, LLP, Mr. Tozier joined Honeywell International, Inc., where his 16
year career spanned senior financial positions in the U.S., Australia and Europe. His roles of increasing responsibilities included management of financial
planning, analysis and reporting, global credit and treasury services and Chief Financial Officer of Honeywell’s Transportation Systems, Turbo
Technologies and Building Solutions divisions. Most recently, Mr. Tozier served as Vice President of Finance, Operations and Transformation of
Honeywell International, Inc. Mr. Tozier has served as a member of the board of directors of Garrett Motion Inc. since October 2018.
Melissa Anderson joined Albemarle as Senior Vice President, Chief Human Resources Officer in January 2021. Prior to joining Albemarle, Ms.
Anderson served as Executive Vice President, Administration and Chief Human Resources Officer at Duke Energy, an American electric power holding
company based in North Carolina. Previous to that role, she held the role of Senior Vice President, Human Resources, for Domtar Corporation in South
Carolina. Her previous experience also includes 17 years with IBM in progressive Human Resources leadership roles. Ms. Anderson serves on the board of
Vulcan Materials and as Chair of the Society of Human Resource Management (SHRM), the world's largest HR professional association. She is also a
member of the advisory board for the Center for Executive Succession at the University of South Carolina's Darla Moore School of Business.
John C. Barichivich III was elected Vice President, Corporate Controller and Chief Accounting Officer effective November 2019. Mr. Barichivich
has worked for the Company since 2007, holding various staff and leadership positions of increasing responsibility. Most recently, Mr. Barichivich served
as Chief Financial Officer Vice President Finance, Purchasing, and S&OP Catalysts GBU since February 2019. Between January 2016 and February 2019,
Mr. Barichivich acted as Vice President - Finance, Bromine Specialties global business unit, and he previously served as Vice President of Finance,
Catalysts global business unit from September 2012 until December 2015. Mr. Barichivich was also the Director of Finance for the Albemarle shared
service centers and he started his career with Albemarle as the Operations Controller for the Polymer Solutions business. Prior to Albemarle, Mr.
Barichivich held a number of positions, including Director of Finance at the Home Depot, CFO Sensors SBE at PerkinElmer, and Manager of FP&A at
General Electric. Mr. Barichivich began his career at Georgia Pacific, where he worked as an internal auditor and was a financial analyst supporting the
restructuring of the Distribution Division.
Raphael Crawford was appointed President, Catalysts Global Business Unit in 2018. Mr. Crawford joined Albemarle in 2012 as Vice President of
the Performance Catalysts Solutions unit, and the additional responsibility of Managing Director for Rockwood Lithium GmbH after the Rockwood
acquisition. In 2015, Mr. Crawford was appointed President of the Bromine Specialties business unit until being named to his current role. Prior to
Albemarle, Mr. Crawford served as the Director of Global Marketing and Business Development for Dow Coating Materials, a global business unit of The
Dow Chemical Company. He also served as the Global Commercial Director and Global Asset Director for Dow Water and Process Solutions, following
the acquisition of Rohm and Haas Company. Previously, Crawford held various strategic marketing and commercial roles at Rohm and Haas. Prior to
Rohm and Haas, Mr. Crawford worked at Campbell Soup Company as a Marketing Manager. He began his career at SNET Telecommunications where he
served in several capacities including new ventures, finance and marketing. Mr. Crawford is a member of the board of directors of the American Fuel &
Petrochemical Manufacturers (AFPM) association, where he had served as chairman of the Petrochemical Members Committee and as a member of the
Executive Committee.
Netha Johnson joined Albemarle as President, Bromine Global Business Unit in 2018. Mr. Johnson has more than 20 years of diverse leadership
experience, both domestically and internationally, including having worked extensively in
34
Albemarle Corporation and Subsidiaries
Singapore, Malaysia, Taiwan, Japan and Germany. Prior to joining Albemarle, Mr. Johnson served in several progressive leadership roles with 3M
Company. Most recently, he served as Vice President and General Manager, Electrical Markets Division, where he was directly responsible for 3M’s
electrical and renewable energy solutions. Prior to that, he served as 3M’s Vice President, Advanced Materials Division. In this role, he was responsible for
three distinct businesses comprising the Advanced Material division, which provided world-leading, innovative solutions in fluoropolymer chemicals,
advanced ceramics and light-weighting materials. Preceding his business career, Mr. Johnson served as a U.S. Naval Officer. Mr. Johnson has served as a
member of the board of directors of Xcel Energy, Inc. since March 2020.
Eric Norris was appointed President, Lithium Global Business Unit in August 2018. Mr. Norris joined Albemarle in January 2018 as Chief Strategy
Officer. In this role, he managed the company’s strategic planning, M&A, and corporate business development programs as well as its investor relations
efforts. Prior to joining Albemarle, Mr. Norris served as President of Health and Nutrition for FMC Corporation. Following FMC’s announcement to
acquire DuPont Agricultural Chemical assets, he led the divestiture of FMC Health and Nutrition to DuPont. Previously, Mr. Norris served as Vice
President and Global Business Director for FMC Health and Nutrition, and Vice President and Global Business Director for FMC Lithium. During his 16-
year FMC career, he served in additional leadership roles including Investor Relations, Corporate Development and Director of FMC Healthcare Ventures.
Prior to FMC, Mr. Norris founded and led an internet-based firm offering formulation and design tools to the chemical industry. Previously, he served in a
variety of roles for Rohm and Haas Company including sales, marketing, strategic planning and investor relations.
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “ALB.” There were 116,632,439 shares of common stock
held by 2,279 shareholders of record as of February 12, 2021. We expect to continue to declare and pay dividends to our shareholders in the future,
however, dividends are declared solely at the discretion of our Board of Directors and there is no guarantee that the Board of Directors will continue to
declare dividends in the future.
Stock Performance Graph
The graph below shows the cumulative total shareholder return assuming the investment of $100 in our common stock on December 31, 2015 and
the reinvestment of all dividends thereafter. The information contained in the graph below is furnished and therefore not to be considered “filed” with the
SEC, and is not incorporated by reference into any document that incorporates this Annual Report on Form 10-K by reference.
35
Albemarle Corporation and Subsidiaries
Item 6.
[Removed and Reserved]
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-looking Statements
Some of the information presented in this Annual Report on Form 10-K, including the documents incorporated by reference, may constitute forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on our current
expectations, which are in turn based on assumptions that we believe are reasonable based on our current knowledge of our business and operations. We
have used words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “would,” “will” and variations of such words
and similar expressions to identify such forward-looking statements.
These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are
difficult to predict and many of which are beyond our control. There can be no assurance that our actual results will not differ materially from the results
and expectations expressed or implied in the forward-looking statements. Factors that could cause actual results to differ materially from the outlook
expressed or implied in any forward-looking statement include, without limitation, information related to:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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 or the end-user markets in which our products are sold;
limitations or prohibitions on the manufacture and sale of our products;
availability of raw materials;
increases in the cost of raw materials and energy, and our ability to pass through such increases to our customers;
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 regulatory actions, proceedings, claims or litigation;
the occurrence of cyber-security breaches, terrorist attacks, industrial accidents, natural disasters or climate change;
hazards associated with chemicals manufacturing;
the inability to maintain current levels of product or premises liability insurance or the denial of such coverage;
political unrest affecting the global economy, including adverse effects from terrorism or hostilities;
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 that may impact our ability to raise capital or increase our cost of funds, impact the
performance of our pension fund investments and increase our pension expense and funding obligations;
volatility and uncertainties in the debt and equity markets;
technology or intellectual property infringement, including through cyber-security breaches, and other innovation risks;
decisions we may make in the future;
the ability to successfully execute, operate and integrate acquisitions and divestitures;
36
Albemarle Corporation and Subsidiaries
•
•
uncertainties as to the duration and impact of the COVID-19 pandemic; and
the other factors detailed from time to time in the reports we file with the SEC.
We assume no obligation to provide revisions to any forward-looking statements should circumstances change, except as otherwise required by
securities and other applicable laws. The following discussion should be read together with our consolidated financial statements and related notes included
in this Annual Report on Form 10-K.
The following is a discussion and analysis of our results of operations for the years ended December 31, 2020, 2019 and 2018. A discussion of our
consolidated financial condition and sources of additional capital is included under a separate heading “Financial Condition and Liquidity.”
Overview
We are a leading global developer, manufacturer and marketer of highly-engineered specialty chemicals that are designed to meet our customers’
needs across a diverse range of end markets. We believe our purposes is making the world safe and sustainable by powering the potential of people. The
end markets we serve include energy storage, petroleum refining, consumer electronics, construction, automotive, lubricants, pharmaceuticals, crop
protection and custom chemistry services. We believe that our commercial and geographic diversity, technical expertise, innovative capability, flexible,
low-cost global manufacturing base, experienced management team and strategic focus on our core base technologies will enable us to maintain leading
market positions in those areas of the specialty chemicals industry in which we operate.
Secular trends favorably impacting demand within the end markets that we serve combined with our diverse product portfolio, broad geographic
presence and customer-focused solutions will continue to be key drivers of our future earnings growth. We continue to build upon our existing green
solutions portfolio and our ongoing mission to provide innovative, yet commercially viable, clean energy products and services to the marketplace to
contribute to our sustainable revenue. For example, our Lithium business contributes to the growth of clean miles driven with electric miles and more
efficient use of renewable energy through grid storage; Bromine Specialties enables the prevention of fires starting in electronic equipment, greater fuel
efficiency from rubber tires and the reduction of emissions from coal fired power plants; and the Catalysts business creates efficiency of natural resources
through more usable products from a single barrel of oil, enables safer, greener production of alkylates used to produce more environmentally-friendly
fuels, and reduced emissions through cleaner transportation fuels. We believe our disciplined cost reduction efforts and ongoing productivity
improvements, among other factors, position us well to take advantage of strengthening economic conditions as they occur, while softening the negative
impact of the current challenging global economic environment.
2020 Highlights
•
In the first quarter of 2020, we increased our quarterly dividend for the 26th consecutive year, to $0.385 per share. In February 2020, we were
recognized by being named to the S&P 500 Dividend Aristocrats Index.
• On April 20, 2020 we announced that J. Kent Masters was elected Chairman, President and Chief Executive Officer, effective immediately. Retired
former Chairman, President and Chief Executive Officer Luke Kissam continues to serve on the Board of Directors through the annual meeting of
shareholders in 2021, as he was re-elected at our 2020 annual meeting of shareholders on May 5, 2020.
• On May 11, 2020, we amended our revolving, unsecured credit agreement dated as of June 21, 2018, as amended on
August 14, 2019 (the “2018 Credit Agreement”), and our unsecured credit facility entered into on August 14, 2019
(the “2019 Credit Facility”) (together the “Credit Agreements”) to modify the financial covenant in the Credit
Agreements. The modified covenant is based on net funded debt to consolidated EBITDA, with a maximum ratio to
4.00:1 for the fiscal quarter ending June 30, 2020, 4.50:1 for the fiscal quarters ending September 30, 2020 through
September 30, 2021, decreasing to 4.00:1 times for the fiscal quarter ended December 31, 2021, and 3.50:1 thereafter,
among other changes.
•
•
In September 2020, it was announced that we have been selected by the U.S. Department of Energy (“DOE”) as a critical partner for two lithium
research projects over three years through a Battery Manufacturing Lab Call. Albemarle will work in conjunction with two DOE labs on the
approved projects.
In December 2020, we entered into an amendment and restatement of the 2019 Credit Facility to, among other changes, (a) extend the final
maturity date of the outstanding loans under the 2019 Credit Facility to April 2023, (b) change the applicable margin for the outstanding loans
under the 2019 Credit Facility to LIBOR plus an applicable margin which ranges from 0.875% to 1.625%, depending on the Company’s credit
rating and (c) provide for an additional term loan commitment of $500 million.
37
Albemarle Corporation and Subsidiaries
• Achieved $80 million of sustainable cost savings in 2020 under our previously announced cost-reduction program. We expect to deliver a run rate
of more than $120 million in sustainable savings by the end of 2021, an increase from the previous estimate of approximately $100 million.
• We achieved earnings of $375.8 million during 2020 as compared to $533.2 million for 2019. Cash flows from operations in 2020 were $798.9
million up 11% from 2019. In addition, earnings for 2020 includes pension and other postretirement benefit (“OPEB”) actuarial losses of $40.9
million after income taxes, compared to pension and OPEB actuarial losses of $21.1 million after income taxes in 2019.
Outlook
The current global business environment presents a diverse set of opportunities and challenges in the markets we serve. In particular, the market for
lithium battery and energy storage, particularly that for EVs, remains strong, providing the opportunity to continue to develop high quality and innovative
products while managing the high cost of expanding capacity. The other markets we serve continue to present various opportunities for value and growth as
we have positioned ourselves to manage the impact on our business of changing global conditions, such as slow and uneven global growth, currency
exchange volatility, crude oil price fluctuation, a dynamic pricing environment, an ever-changing landscape in electronics, the continuous need for cutting
edge catalysts and technology by our refinery customers and increasingly stringent environmental standards. Amidst these dynamics, we believe our
business fundamentals are sound and that we are strategically well-positioned as we remain focused on increasing sales volumes, optimizing and improving
the value of our portfolio primarily through pricing and product development, managing costs and delivering value to our customers and shareholders. We
believe that our businesses remain well-positioned to capitalize on new business opportunities and long-term trends driving growth within our end markets
and to respond quickly to changes in economic conditions in these markets.
Currently, the COVID-19 pandemic is having an impact on overall global economic conditions. While we have not seen a material impact to our
operations to date, the ultimate impact on our business will depend on the length and severity of the outbreak throughout the world. All of our information
technology systems are running as designed and all sites are operating at normal capacity while we continue to comply with all government and health
agency recommendations and requirements, as well as protecting the safety of our employees and communities. We believe we have sufficient inventory to
continue to produce at current levels, however, government mandated shutdowns could impact our ability to acquire additional materials and disrupt our
customers’ purchases. At this time we cannot predict the expected overall financial impact of the COVID-19 pandemic on our business, but we are
planning for various economic scenarios and continue to make efforts to protect the safety of our employees and the health of our business.
Lithium: We expect results to be flat year-over-year during 2021 in Lithium, due mainly to pricing pressure in certain markets and higher unit costs
from plant start-ups at La Negra, Chile and Kemerton, Western Australia, offset by modest volume growth and increased productivity at our existing plants.
There is no new capacity coming online during 2021 to drive significant additional sales volume, although we expect our new plants in La Negra and
Kemerton to begin producing sales in 2022. In addition, we have seen reduced demand in the glass and ceramics markets, which has led to reduced sales. In
the third quarter of 2020 we announced idling actions at certain plants, however, we have since restarted those facilities. EV sales have started to rebound
after a marked slowdown during the second quarter of 2020, with full year 2020 showing a healthy increase in total EV sales over the prior year. We
continue to keep the Wodgina spodumene mine idled until demand supports bringing the mine back to production.
On a longer-term basis, we believe that demand for lithium will continue to grow as new lithium applications advance and the use of plug-in hybrid
electric vehicles and full battery electric vehicles increases. This demand for lithium is supported by a favorable backdrop of steadily declining lithium ion
battery costs, increasing battery performance, continuing significant investments in the battery and EV supply chain by our customers and automotive
OEM’s, favorable global public policy toward e-mobility/renewable energy usage, and additional stimulus measures taken in Europe in light of the
COVID-19 pandemic that we expect to bolster EV demand. Our outlook is also bolstered by long-term supply agreements with key strategic customers,
reflecting our standing as a preferred global lithium partner, highlighted by our scale, access to geographically diverse, low-cost resources and long-term
track record of reliability of supply and operating execution.
Bromine Specialties: We expect both net sales and profitability to be modestly higher in 2021, as we recover from the lower demand due to
shutdowns related to the COVID-19 pandemic and ongoing cost savings initiatives. While we have not experienced a material impact from the COVID-19
pandemic to date, sales in 2020 were adversely impacted and we are likely to see continued adverse impacts into 2021.
On a longer-term basis, we continue to believe that improving global standards of living, widespread digitization, increasing demand for data
management capacity and the potential for increasingly stringent fire safety regulations in
38
Albemarle Corporation and Subsidiaries
developing markets are likely to drive continued demand for fire safety products. Our long-term drilling outlook is uncertain at this time and will follow a
long-term trajectory in line with oil prices. We are focused on profitably growing our globally competitive bromine and derivatives production network to
serve all major bromine consuming products and markets. The combination of our solid, long-term business fundamentals, strong cost position, product
innovations and effective management of raw material costs will enable us to manage our business through end-market challenges and to capitalize on
opportunities that are expected with favorable market trends in select end markets.
Catalysts: Total Catalysts results in 2021 are expected to be flat year-over-year, with PCS improving over lower 2020 levels. We expect 2021
refining catalyst volumes to be lower year-over-year resulting from a recent change in customer order patterns in North America. The FCC market is
expected to gradually recover from the COVID-19 pandemic in line with increased travel and depletion of global gasoline inventories, however, demand
may not return to normal levels until late 2022 at the earliest. HPC demand tends to be lumpier than FCC demand and is also expected to continue to be
negatively impacted as refiners defer spending into 2021 and 2022.
On a longer-term basis, we believe increased global demand for transportation fuels, new refinery start-ups and ongoing adoption of cleaner fuels
will be the primary drivers of growth in our Catalysts business. We believe delivering superior end-use performance continues to be the most effective way
to create sustainable value in the refinery catalysts industry. We believe our technologies continue to provide significant performance and financial benefits
to refiners challenged to meet tighter regulations around the world, including those managing new contaminants present in North America tight oil, and
those in the Middle East and Asia seeking to use heavier feedstock while pushing for higher propylene yields. Longer-term, we believe that the global
crude supply will get heavier and more sour, a trend that bodes well for our catalysts portfolio. With superior technology and production capacities, and
expected growth in end market demand, we believe that Catalysts remains well-positioned for the future. In PCS, we expect growth on a longer-term basis
in our organometallic business due to growing global demand for plastics driven by rising standards of living and infrastructure spending. As previously
announced, we are pursuing opportunities to divest PCS.
All Other: The fine chemistry services (“FCS”) business is reported outside the Company’s reportable segments as it does not fit in the Company’s
core businesses. We expect the near future prospects for the FCS business to continue to be positively impacted by the timing of customer orders in a strong
pharmaceutical and agriculture contract manufacturing environment. As previously announced, we are pursuing opportunities to divest our FCS business.
Corporate: We continue to focus on cash generation, working capital management and process efficiencies. We expect our global effective tax rate
will vary based on the locales in which income is actually earned and remains subject to potential volatility from changing legislation in the U.S. and other
tax jurisdictions. On February 8, 2021, we completed an underwritten public offering of 8,496,733 shares of our common stock, par value $0.01 per share,
at a price to the public of $153.00 per share. The Company also granted to the Underwriters an option to purchase up to an additional 1,274,509 shares for a
period of 30 days, which was exercised.The total gross proceeds from this offering were approximately $1.5 billion, before deducting expenses,
underwriting discounts and commissions. We intend to use the net proceeds of the offering primarily to fund growth capital expenditures, such as the
construction and expansion of lithium operations in Australia, Chile and Silver Peak, Nevada, and opportunities in China. We also intend to use the net
proceeds for debt repayment in the short term and other general corporate purposes.
Actuarial gains and losses related to our defined benefit pension and OPEB plan obligations are reflected in Corporate as a component of non-
operating pension and OPEB plan costs under mark-to-market accounting. Results for the year ended December 31, 2020 include an actuarial loss of $52.3
million ($40.9 million after income taxes), as compared to a loss of $29.3 million ($21.1 million after income taxes) for the year ended December 31, 2019.
We remain committed to evaluating the merits of any opportunities that may arise for acquisitions or other business development activities that will
complement our business footprint. Additional information regarding our products, markets and financial performance is provided at our website,
www.albemarle.com. Our website is not a part of this document nor is it incorporated herein by reference.
Results of Operations
The following data and discussion provides an analysis of certain significant factors affecting our results of operations during the periods included in
the accompanying consolidated statements of income.
Discussion of our results of operations for the year ended December 31, 2019 compared to the year ended December 31, 2018 can be found in Part II,
Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2019.
39
Albemarle Corporation and Subsidiaries
Comparison of 2020 to 2019
Selected Financial Data
Net Sales
In thousands
Net sales
•
•
•
$245.5 million of lower sales volume from each of our reportable segments, partially offset by FCS growth
$219.3 million of unfavorable pricing primarily driven by Lithium
$4.4 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
2020
2019
$ Change
% Change
3,128,909
3,589,427
(460,518)
(13)%
Gross Profit
In thousands
Gross profit
Gross profit margin
2020
$
994,853
$
31.8 %
2019
1,257,778
35.0 %
$ Change
% Change
$
(262,925)
(21)%
Lower sales volume from each of our reportable segments and unfavorable pricing impacts primarily driven by Lithium
Increased freight costs in Catalysts
Lower commission expenses in Chile resulting from the lower pricing in Lithium
•
•
•
• Unfavorable currency exchange impacts resulting from the stronger U.S. Dollar against various currencies
Selling, General and Administrative Expenses
In thousands
Selling, general and administrative expenses
Percentage of Net sales
2020
2019
$ Change
% Change
$
429,827
$
533,368
$
(103,541)
(19)%
13.7 %
14.9 %
•
•
•
Productivity improvements and a reduction in professional fees and other administrative costs, including those resulting from the Company’s
previously announced cost savings initiative
$64.8 million of stamp duties levied on assets purchased related to the Wodgina Project in 2019
$13.3 million increase in severance expenses as part of business reorganization plans
Research and Development Expenses
In thousands
Research and development expenses
Percentage of Net sales
2020
2019
$ Change
% Change
$
59,214
$
58,287
$
927
2 %
1.9 %
1.6 %
•
Research and development spend in line with prior year
Interest and Financing Expenses
In thousands
Interest and financing expenses
2020
2019
$ Change
% Change
$
(73,116)
$
(57,695)
$
(15,421)
27 %
•
•
•
Increased debt balance in 2020, primarily related to the funding of the Wodgina Project acquisition in the fourth quarter of 2019 and Credit
Agreement draws in 2020
2019 included a loss on early extinguishment of debt of $4.8 million representing the tender premiums, fees, unamortized discounts and
unamortized deferred financing costs from the redemption of the 2010 Senior Notes
The increase was partially offset by higher capitalized interest from continued high capital expenditures in 2020
40
Albemarle Corporation and Subsidiaries
Other Expenses, Net
In thousands
Other expenses, net
2020
2019
$ Change
% Change
•
•
•
•
$
$
$
(45,478)
(13,699)
(59,177)
$11.1 million gain related to the sale of land in Pasadena, Texas in 2019
$7.2 million gain related to the sale of our ownership percentage in the SOCC joint venture
$3.0 million increase in foreign exchange losses
$40.7 million of pension and OPEB costs (including mark-to-market actuarial losses of $52.3 million) in 2020 as compared to $27.0 million of
pension and OPEB costs (including mark-to-market actuarial losses of $29.3 million) in 2019
•
The mark-to-market actuarial loss in 2020 is primarily attributable to a decrease in the weighted-average discount rate to 2.50% from 3.56%
for our U.S. pension plans and to 0.86% from 1.33% for our foreign pension plans to reflect market conditions as of the December 31, 2020
measurement date. This was partially offset by a higher return on pension plan assets in 2020 than was expected, as a result of overall market
and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 13.15% versus an
expected return of 6.52%.
The mark-to-market actuarial loss in 2019 is primarily attributable to a decrease in the weighted-average discount rate to 3.56% from 4.59%
for our U.S. pension plans and to 1.33% from 2.15% for our foreign pension plans to reflect market conditions as of the December 31, 2019
measurement date. This was partially offset by a higher return on pension plan assets in 2019 than was expected, as a result of overall market
and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 15.82% versus an
expected return of 6.72%.
30 %
•
Income Tax Expense
Income Tax Expense
Effective income tax rate
2020
2019
$ Change
% Change
$
54,425
$
88,161
$
(33,736)
(38)%
14.6 %
15.7 %
•
•
•
Change in geographic mix of earnings, mainly attributable to our share of income of our JBC joint venture, a Free Zones company under the laws
of the Hashemite Kingdom of Jordan
2020 includes discrete tax benefits for changes to uncertain tax positions, excess tax benefits realized from stock-based compensation
arrangements, and return to accrual adjustments
2019 includes discrete tax benefits of $15.0 million related to uncertain tax positions, primarily from seeking treaty relief from the competent
authority to prevent double taxation
Equity in Net Income of Unconsolidated Investments
In thousands
Equity in net income of unconsolidated investments
2020
2019
$ Change
% Change
$
127,521
$
129,568
$
(2,047)
(2)%
•
•
Lower equity income reported by Windfield, our Lithium segment joint venture, primarily driven by lower volume and pricing
$17.3 million charge in 2019 representing our 49% share of a tax settlement between Windfield and an Australian taxing authority, offset in
Income tax expense
• Approximately $16 million of foreign currency gains from the Windfield joint venture in 2020
Net Income Attributable to Noncontrolling Interests
In thousands
Net income attributable to noncontrolling interests
2020
2019
$ Change
% Change
$
(70,851)
$
(71,129)
$
278
— %
• Decrease in consolidated income related to our JBC joint venture due to lower sales volume
41
Albemarle Corporation and Subsidiaries
Net Income Attributable to Albemarle Corporation
In thousands
Net income attributable to Albemarle Corporation
Percentage of Net Sales
Basic earnings per share
Diluted earnings per share
2020
375,764
12.0 %
3.53
3.52
$
$
$
2019
533,228
14.9 %
5.03
5.02
$
$
$
$
$
$
$ Change
% Change
(157,464)
(1.50)
(1.50)
(30)%
(30)%
(30)%
• Decrease primarily due to decreased sales volume in each of our reportable segments and unfavorable price impacts in Lithium
•
•
•
•
Increase in mark-to-market actuarial losses due to lower discount rates
Increased interest expense from higher debt balances in 2020
Lower equity in net income of unconsolidated investments from the Talison joint venture
Productivity improvements and a reduction in professional fees and other administrative costs, including those resulting from our previously
announced cost savings initiative
$64.8 million of stamp duties levied on assets purchased related to the Wodgina Project in 2019
•
Other Comprehensive Income (Loss), Net of Tax
In thousands
Other comprehensive income (loss), net of tax
Foreign currency translation
•
•
2020
2019
$ Change
$
$
69,850
100,389
$
$
(45,520)
(62,031)
$
$
115,370
162,420
% Change
*
*
2020 included favorable movements in the Euro of approximately $84 million, the Chinese Renminbi of approximately $22 million, the
Taiwanese Dollar of approximately $7 million, the Japanese Yen of approximately $5 million and the Korean Won of approximately $4
million, partially offset by unfavorable movements in the Brazilian Real of approximately $19 million and a net unfavorable variance in
various other currencies totaling approximately $2 million
2019 included unfavorable movements in the Euro of approximately $52 million, the Chinese Renminbi of approximately $6 million, the
Brazilian Real of approximately $4 million and a net unfavorable variance in various other currencies totaling approximately less than $1
million
Cash flow hedge
•
• Net investment hedge
1,602
(34,185)
(3,245)
(42,626)
4,847
8,441
$
$
$
$
$
$
*
•
(67)%
•
Percentage calculation is not meaningful
Segment Information Overview. We have identified three reportable segments according to the nature and economic characteristics of our products
as well as the manner in which the information is used internally by the Company’s chief operating decision maker to evaluate performance and make
resource allocation decisions. Our reportable business segments consist of: (1) Lithium, (2) Bromine Specialties and (3) Catalysts.
Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the
fine chemistry services business, that does not fit into any of our core businesses.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and
OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are
allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-
operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for
certain corporate costs.
The Company’s chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s
business segments and to allocate resources. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as
adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual
items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-
operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning
purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company has
reported adjusted EBITDA because management believes it provides transparency to investors and enables period-to-period comparability of financial
performance. Adjusted EBITDA is a financial
42
Albemarle Corporation and Subsidiaries
measure that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA should not be considered as an alternative to Net income
attributable to Albemarle Corporation, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, or any other
financial measure reported in accordance with U.S. GAAP.
Net sales:
Lithium
Bromine Specialties
Catalysts
All Other
Total net sales
Adjusted EBITDA:
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
Total adjusted EBITDA
Year Ended December 31,
2020
%
2019
%
(In thousands, except percentages)
Percentage Change
2020 vs. 2019
$
$
$
$
1,144,778
964,962
797,914
221,255
3,128,909
393,093
323,605
130,134
84,821
(112,915)
818,738
36.6 % $
30.8 %
25.5 %
7.1 %
100.0 % $
1,358,170
1,004,216
1,061,817
165,224
3,589,427
48.0 % $
39.5 %
15.9 %
10.4 %
(13.8)%
100.0 % $
524,934
328,457
270,624
49,628
(136,862)
1,036,781
37.8 %
28.0 %
29.6 %
4.6 %
100.0 %
50.6 %
31.7 %
26.1 %
4.8 %
(13.2)%
100.0 %
(16)%
(4)%
(25)%
34 %
(13)%
(25)%
(1)%
(52)%
71 %
(17)%
(21)%
43
Albemarle Corporation and Subsidiaries
See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, from Net income attributable to Albemarle Corporation, the
most directly comparable financial measure calculated and reported in accordance with U.S. GAAP, (in thousands):
Lithium
Bromine
Specialties
Catalysts
Reportable
Segments
Total
All Other
Corporate
Consolidated
Total
2020
Net income (loss) attributable to Albemarle
Corporation
Depreciation and amortization
Restructuring and other
Acquisition and integration related costs
Interest and financing expenses
Income tax expense
Non-operating pension and OPEB items
Other
(b)
(a)
(c)
(a)
Adjusted EBITDA
2019
Net income (loss) attributable to Albemarle
Corporation
Depreciation and amortization
Restructuring and other
Gain on sale of property
Acquisition and integration related costs
Interest and financing expenses
Income tax expense
Non-operating pension and OPEB items
Stamp duty
Windfield tax settlement
Other
(h)
(g)
(d)
(b)
(e)
(f)
Adjusted EBITDA
$
$
$
$
277,711 $
112,854
—
—
—
—
—
2,528
393,093 $
341,767 $
99,424
—
—
—
—
—
—
64,766
17,292
1,685
524,934 $
274,495 $
50,310
—
—
—
—
—
(1,200)
323,605 $
279,945 $
47,611
—
—
—
—
—
—
—
—
901
328,457 $
80,149 $
49,985
—
—
—
—
—
—
130,134 $
219,686 $
50,144
—
—
—
—
—
—
—
—
794
270,624 $
632,355 $
213,149
—
—
—
—
—
1,328
846,832 $
841,398 $
197,179
—
—
—
—
—
—
64,766
17,292
3,380
1,124,015 $
76,323 $
8,498
—
—
—
—
—
—
84,821 $
41,188 $
8,440
—
—
—
—
—
—
—
—
—
49,628 $
(332,914) $
10,337
19,597
17,263
73,116
54,425
40,668
4,593
(112,915) $
(349,358) $
7,865
5,877
(14,411)
20,684
57,695
88,161
26,970
—
—
19,655
(136,862) $
375,764
231,984
19,597
17,263
73,116
54,425
40,668
5,921
818,738
533,228
213,484
5,877
(14,411)
20,684
57,695
88,161
26,970
64,766
17,292
23,035
1,036,781
(a)
In 2020, we recorded severance expenses as part of business reorganization plans, impacting each of our businesses and Corporate, primarily in the U.S., Belgium,
Germany and with our Jordanian joint venture partner. During the year ended December 31, 2020, we recorded severance expenses of $0.7 million in Cost of goods
sold, $19.2 million in SG&A and a $0.3 million gain in Net income attributable to noncontrolling interests for the portion of severance expense allocated to our
Jordanian joint venture partner. The balance of unpaid severance is recorded in Accrued expenses and is primarily expected to be paid through 2021. In addition, we
recorded severance payments as part of a business reorganization plans of $5.9 million recorded in Selling, general and administrative expenses for the year ended
December 31, 2019.
(b) Costs related to the acquisition, integration and potential divestitures for various significant projects, including the acquisition of the Wodgina Project in 2019. These
costs were primarily recorded in SG&A.
Included amounts for the year ended December 31, 2020 recorded in:
(c)
• Cost of goods sold - $1.3 million of expense related to a legal matter as part of a prior acquisition in our Lithium business.
• SG&A - $3.1 million of shortfall contributions for our multiemployer plan financial improvement plan and $3.8 million of a net expense primarily relating to
the increase of environmental reserves at non-operating businesses we have previously divested.
• Other expenses, net - $7.2 million gain related to the sale of our ownership percentage in the SOCC joint venture, $3.6 million of a net gain primarily relating to
the sale of intangible assets in our Bromine business and property in Germany not used as part of our operations and a $2.5 million net gain resulting from the
settlement of legal matters related to a business sold or a site in the process of being sold, partially offset by $9.6 million of losses resulting from the adjustment
of indemnifications related to previously disposed businesses and $1.2 million of expenses related to other costs outside of our regular operations.
(d) Gain of $3.3 million recorded in Selling, general and administrative expenses related to the release of liabilities as part of the sale of a property and $11.1 million gain
(e)
recorded in Other expenses, net related to the sale of land in Pasadena, Texas not used as part of our operations.
Included in Interest and financing expenses is a loss on early extinguishment of debt of $4.8 million. See Note 14, “Long-Term Debt,” to our consolidated financial
statements included in Part II, Item 8 of this report for additional information.
44
Albemarle Corporation and Subsidiaries
(f) See “Selling, general and administrative expenses” on page 40 for a description of these costs.
(g) Represents our 49% share of a tax settlement between our Windfield joint venture and an Australian taxing authority, recorded in Equity in net income of
unconsolidated investments (net of tax).
Included amounts for the year ended December 31, 2019 recorded in:
(h)
• Cost of goods sold - $0.7 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
• Selling, general and administrative expenses - $1.8 million of shortfall contributions for our multiemployer plan financial improvement plan, $0.9 million of a
write off of uncollectible accounts receivable from a terminated distributor in the Bromine Specialties segment, $1.0 million related to the settlement of
terminated agreements, primarily in the Catalysts segment, and $0.8 million related to the settlement of an ongoing audit in the Lithium segment.
• Other expenses, net - $3.1 million of unrecoverable vendor costs outside the operations of the business related to the construction of the future Kemerton
production facility, $9.8 million of a net loss primarily resulting from the adjustment of indemnifications and other liabilities related to previously disposed
businesses or purchase accounting, $3.6 million of asset retirement obligation charges related to the update of an estimate at a site formerly owned by
Albemarle, and $1.2 million of non-operating pension costs from our 50% interest in JBC.
Lithium
2020
2019
$ Change
% Change
$
1,144,778
$
1,358,170
$
(213,392)
(16)%
$208.7 million of unfavorable pricing impacts, primarily in battery- and tech-grade carbonate and hydroxide due to lower contract pricing
reflecting 2020 price adjustments agreed to with customers
$1.9 million in lower sales volume, primarily in battery-grade carbonate due to higher inventory levels at certain customers and current economic
conditions, partially offset by higher battery- and tech-grade hydroxide sales volume
$2.3 million of unfavorable currency translation resulting from the stronger U.S. Dollar against various currencies
393,093
$
524,934
$
(131,841)
(25)%
Adjusted EBITDA
$
• Unfavorable pricing impacts and lower sales volume
•
•
Lower equity in net income of unconsolidated investments from the Talison joint venture
Partially offset by productivity improvements and a reduction in professional fees and other administrative costs, including those resulting from
the Company’s previously announced cost savings initiative
Lower commission expenses in Chile resulting from the lower pricing
$7.0 million of favorable currency translation resulting from a weaker Chilean Peso
In thousands
Net sales
•
•
•
•
•
Bromine Specialties
In thousands
Net sales
•
•
•
2020
2019
$ Change
% Change
$
$
$54.9 million of lower sales volume related to lower demand resulting from the COVID-19 pandemic
$12.8 million of favorable pricing impacts in each bromine division
$2.6 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
1,004,216
964,962
$
(39,254)
Adjusted EBITDA
$
323,605
$
328,457
$
(4,852)
(4)%
(1)%
•
•
•
Lower sales volume, partially offset by favorable pricing impacts and product mix
Partially offset by productivity improvements and a reduction in professional fees and other administrative costs, including those resulting from
the Company’s previously announced cost savings initiative
$1.1 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
45
Albemarle Corporation and Subsidiaries
Catalysts
In thousands
Net sales
•
2020
2019
$ Change
% Change
$
797,914
$
1,061,817
$
(263,903)
(25)%
$255.4 million of lower sales volume, primarily from lower fuel demand due to stay at home orders and travel restrictions worldwide related to
COVID-19 pandemic
$12.7 million of unfavorable pricing impacts, primarily in FCC
$4.1 million of favorable currency translation resulting from the weaker U.S. Dollar against various currencies
•
•
Adjusted EBITDA
$
130,134
$
270,624
$
(140,490)
(52)%
•
•
•
•
Lower sales volume resulting from lower fuel demand and unfavorable pricing impacts
Increased freight costs
Partially offset by productivity improvements and a reduction in professional fees and other administrative costs, including those resulting from
the Company’s previously announced cost savings initiative
$2.5 million of unfavorable currency translation resulting from the strong U.S. Dollar against various currencies
All Other
In thousands
Net sales
• Higher sales volume in our FCS business
Adjusted EBITDA
• Higher sales volume in our FCS business
Corporate
In thousands
Adjusted EBITDA
2020
2019
$ Change
% Change
$
$
221,255
84,821
$
$
165,224
49,628
$
$
56,031
35,193
34 %
71 %
2020
2019
$ Change
% Change
23,947
Lower professional fees and other administrative costs resulting from our previously announced cost savings initiative
$16.2 million of favorable currency translation, primarily driven by foreign currency gains from our Talison joint venture
(136,862)
(112,915)
$
$
$
•
•
(17)%
Summary of Critical Accounting Policies and Estimates
Estimates, Assumptions and Reclassifications
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Listed
below are the estimates and assumptions that we consider to be critical in the preparation of our financial statements.
Property, Plant and Equipment. We assign the useful lives of our property, plant and equipment based upon our internal engineering estimates which
are reviewed periodically. The estimated useful lives of our property, plant and equipment range from two to sixty years and depreciation is recorded on the
straight-line method, with the exception of our mineral rights and reserves, which are depleted on a units-of-production method. We evaluate the recovery
of our property, plant and equipment by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be generated
from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be recoverable.
If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the carrying amount exceeds the fair value,
an impairment loss is recognized.
Acquisition Method of Accounting. We recognize the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the
acquiree at their estimated fair values on the date of acquisition for acquired businesses. Determining the fair value of these items requires management’s
judgment and the utilization of independent valuation specialists and involves the use of significant estimates and assumptions with respect to the timing
and amounts of future cash flows and discount rates, among other items. When acquiring mineral reserves, the fair value is estimated using an excess
earnings approach, which requires management to estimate future cash flows, net of capital investments in the specific operation. Management’s cash flow
projections involved the use of significant estimates and assumptions with respect to the expected production of the mine over the estimated time period,
sales prices, shipment volumes, and expected profit margins. The present value of the projected net cash flows represents the preliminary fair value
assigned to mineral reserves. The
46
Albemarle Corporation and Subsidiaries
discount rate is a significant assumption used in the valuation model. The judgments made in the determination of the estimated fair value assigned to the
assets acquired, the liabilities assumed and any noncontrolling interest in the investee, as well as the estimated useful life of each asset and the duration of
each liability, can materially impact the financial statements in periods after acquisition, such as through depreciation and amortization expense. For more
information on our acquisitions and application of the acquisition method, see Note 2, “Acquisitions,” to our consolidated financial statements included in
Part II, Item 8 of this report.
Income Taxes. We assume the deductibility of certain costs in our income tax filings, and we estimate the future recovery of deferred tax assets,
uncertain tax positions and indefinite investment assertions.
Environmental Remediation Liabilities. We estimate and accrue the costs required to remediate a specific site depending on site-specific facts and
circumstances. Cost estimates to remediate each specific site are developed by assessing (i) the scope of our contribution to the environmental matter,
(ii) the scope of the anticipated remediation and monitoring plan and (iii) the extent of other parties’ share of responsibility.
Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.
Revenue Recognition
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services, and is recognized
when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when
control of the product or service is transferred to our customer. The transaction price of a contract, or the amount we expect to receive upon satisfaction of
all performance obligations, is determined by reference to the contract’s terms and includes adjustments, if applicable, for any variable consideration, such
as customer rebates, noncash consideration or consideration payable to the customer, although these adjustments are generally not material. Where a
contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone
selling price of each performance obligation, although these situations do not occur frequently and are generally not built into our contracts. Any
unsatisfied performance obligations are not material. Standalone selling prices are based on prices we charge to our customers, which in some cases is
based on established market prices. Sales and other similar taxes collected from customers on behalf of third parties are excluded from revenue. Our
payment terms are generally between 30 to 90 days, however, they vary by market factors, such as customer size, creditworthiness, geography and
competitive environment.
All of our revenue is derived from contracts with customers, and almost all of our contracts with customers contain one performance obligation for
the transfer of goods where such performance obligation is satisfied at a point in time. Control of a product is deemed to be transferred to the customer
upon shipment or delivery. Significant portions of our sales are sold free on board shipping point or on an equivalent basis, while delivery terms of other
transactions are based upon specific contractual arrangements. Our standard terms of delivery are generally included in our contracts of sale, order
confirmation documents and invoices, while the timing between shipment and delivery generally ranges between 1 and 45 days. Costs for shipping and
handling activities, whether performed before or after the customer obtains control of the goods, are accounted for as fulfillment costs.
The Company currently utilizes the following practical expedients, as permitted by Accounting Standards Codification (“ASC”) 606, Revenue from
Contracts with Customers:
• All sales and other pass-through taxes are excluded from contract value;
•
In utilizing the modified retrospective transition method, no adjustment was necessary for contracts that did not cross over the reporting year;
• We will not consider the possibility of a contract having a significant financing component (which would effectively attribute a portion of the sales
price to interest income) unless, if at contract inception, the expected payment terms (from time of delivery or other relevant criterion) are more
than one year;
•
If our right to customer payment is directly related to the value of our completed performance, we recognize revenue consistent with the invoicing
right; and
• We expense as incurred all costs of obtaining a contract incremental to any costs/compensation attributable to individual product sales/shipments
for contracts where the amortization period for such costs would otherwise be one year or less.
47
Albemarle Corporation and Subsidiaries
Certain products we produce are made to our customer’s specifications where such products have no alternative use or would need significant rework
costs in order to be sold to another customer. In management’s judgment, control of these arrangements is transferred to the customer at a point in time
(upon shipment or delivery) and not over the time they are produced. Therefore revenue is recognized upon shipment or delivery of these products.
Costs incurred to obtain contracts with customers are not significant and are expensed immediately as the amortization period would be one year or
less. When the Company incurs pre-production or other fulfillment costs in connection with an existing or specific anticipated contract and such costs are
recoverable through margin or explicitly reimbursable, such costs are capitalized and amortized to Cost of goods sold on a systematic basis that is
consistent with the pattern of transfer to the customer of the goods or services to which the asset relates, which is less than one year. We record bad debt
expense in specific situations when we determine the customer is unable to meet its financial obligation.
Goodwill and Other Intangible Assets
We account for goodwill and other intangibles acquired in a business combination in conformity with current accounting guidance which requires
goodwill and indefinite-lived intangible assets to not be amortized.
We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. Our reporting units are
either our operating business segments or one level below our operating business segments for which discrete financial information is available and for
which operating results are regularly reviewed by the business management. We estimate the fair value based on present value techniques involving future
cash flows. Future cash flows for all reporting units include assumptions about revenue growth rates, adjusted EBITDA margins, discount rate as well as
other economic or industry-related factors. For the Refining Solutions reporting unit, the revenue growth rates, adjusted EBITDA margins and the discount
rate were deemed to be significant assumptions. Significant management judgment is involved in estimating these variables and they include inherent
uncertainties since they are forecasting future events. We perform a sensitivity analysis by using a range of inputs to confirm the reasonableness of these
estimates being used in the goodwill impairment analysis. We use a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate
for goodwill recoverability testing. Our WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective.
The factors in this calculation are largely external to the Company and, therefore, are beyond our control. We test our recorded goodwill for impairment in
the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of our
reporting units below their carrying amounts. The Company performed its annual goodwill impairment test as of October 31, 2020 and did not note any
impairment indicators. As a result, the Company concluded there was no impairment as of that date.
We assess our indefinite-lived intangible assets, which include trade names and trademarks, for impairment annually and between annual tests if
events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The indefinite-lived intangible asset impairment
standard allows us to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if we
determine, based on the qualitative assessment, that it is more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying
amount. If we determine based on the qualitative assessment that it is more likely than not that the asset is impaired, an impairment test is performed by
comparing the fair value of the indefinite-lived intangible asset to its carrying amount.
Definite-lived intangible assets, such as purchased technology, patents and customer lists, are amortized over their estimated useful lives generally
for periods ranging from five to twenty-five years. Except for customer lists and relationships associated with the majority of our Lithium business, which
are amortized using the pattern of economic benefit method, definite-lived intangible assets are amortized using the straight-line method. We evaluate the
recovery of our definite-lived intangible assets by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be
generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be
recoverable. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the carrying amount exceeds
the fair value, an impairment loss is recognized. See Note 12, “Goodwill and Other Intangibles,” to our consolidated financial statements included in Part
II, Item 8 of this report.
Resource Development Expenses
We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration
costs incurred before the declaration of proven and probable resources are generally expensed as incurred. After proven and probable resources are
declared, exploration, evaluation and development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are
capitalized. Any costs to maintain the production capacity in a property under production are expensed as incurred.
48
Albemarle Corporation and Subsidiaries
Capitalized resource costs are depleted using the units-of-production method. Our resource development assets are evaluated for impairment when
events or changes in circumstances indicate that the carrying amount may not be recoverable.
Pension Plans and Other Postretirement Benefits
Under authoritative accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. As
required, we recognize a balance sheet asset or liability for each of our pension and OPEB plans equal to the plan’s funded status as of the measurement
date. The primary assumptions are as follows:
• Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made
in the future.
•
•
Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of
investments held by the plans as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the
net benefit costs recorded currently.
Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’
pension benefits at retirement.
• Mortality Assumptions—Assumptions about life expectancy of plan participants are used in the measurement of related plan obligations.
Actuarial gains and losses are recognized annually in our consolidated statements of income in the fourth quarter and whenever a plan is determined
to qualify for a remeasurement during a fiscal year. The remaining components of pension and OPEB plan expense, primarily service cost, interest cost and
expected return on assets, are recorded on a monthly basis. The market-related value of assets equals the actual market value as of the date of measurement.
During 2020, we made changes to assumptions related to discount rates and expected rates of return on plan assets. We consider available
information that we deem relevant when selecting each of these assumptions.
Our U.S. defined benefit plans for non-represented employees are closed to new participants, with no additional benefits accruing under these plans
as participants’ accrued benefits have been frozen. In selecting the discount rates for the U.S. plans, we consider expected benefit payments on a plan-by-
plan basis. As a result, the Company uses different discount rates for each plan depending on the demographics of participants and the expected timing of
benefit payments. For 2020, the discount rates were calculated using the results from a bond matching technique developed by Milliman, which matched
the future estimated annual benefit payments of each respective plan against a portfolio of bonds of high quality to determine the discount rate. We believe
our selected discount rates are determined using preferred methodology under authoritative accounting guidance and accurately reflect market conditions as
of the December 31, 2020 measurement date.
In selecting the discount rates for the foreign plans, we look at long-term yields on AA-rated corporate bonds when available. Our actuaries have
developed yield curves based on the yields of constituent bonds in the various indices as well as on other market indicators such as swap rates, particularly
at the longer durations. For the Eurozone, we apply the Aon Hewitt yield curve to projected cash flows from the relevant plans to derive the discount rate.
For the U.K., the discount rate is determined by applying the Aon Hewitt yield curve for typical schemes of similar duration to projected cash flows of
Albemarle’s U.K. plan. In other countries where there is not a sufficiently deep market of high-quality corporate bonds, we set the discount rate by
referencing the yield on government bonds of an appropriate duration.
At December 31, 2020, the weighted-average discount rate for the U.S. and foreign pension plans decreased to 2.50% and 0.86%, respectively, from
3.56% and 1.33%, respectively, at December 31, 2019 to reflect market conditions as of the December 31, 2020 measurement date. The discount rate for
the OPEB plans at December 31, 2020 and 2019 was 2.49% and 3.53%, respectively.
In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan
as well as the expected long-term allocations of plan assets to these investments. For the years 2020 and 2019, the weighted-average expected rate of return
on U.S. pension plan assets was 6.88%, and the weighted-average expected rate of return on foreign pension plan assets was 4.07% and 5.51%,
respectively. Effective January 1, 2021, the weighted-average expected rate of return on U.S. and foreign pension plan assets is 6.88% and 4.12%,
respectively.
In projecting the rate of compensation increase, we consider past experience in light of movements in inflation rates. At December 31, 2020 and
2019, the assumed weighted-average rate of compensation increase was 3.82% and 3.72%, respectively, for our foreign pension plans.
49
Albemarle Corporation and Subsidiaries
In October 2019, the SOA published the Pri-2012 Mortality Tables and an updated Improvement Scale, MP-2019. The Pri-2012 Mortality Tables are an
update to the RP-2014 Adjusted to 2006 Total Dataset Mortality while the updated improvement scale incorporates an additional year of mortality data
(2017). We revised both the base mortality tables and mortality improvement assumption by incorporating both the Pri-2012 Mortality Tables and MP-2019
Mortality Improvement Scale for purpose of measuring our U.S. pension and OPEB obligations at December 31, 2019. In October 2020, the SOA
published an updated Improvement Scale, MP-2020, which was used for the purpose of measuring our U.S. pension and OPEB obligations at December
31, 2020.
At December 31, 2020, the assumed rate of increase in the pre-65 and post-65 per capita cost of covered health care benefits for U.S. retirees was
zero as the employer-paid premium caps (pre-65 and post-65) were met starting January 1, 2013.
A variance in the assumptions discussed above would have an impact on the projected benefit obligations, the accrued OPEB liabilities, and the
annual net periodic pension and OPEB cost. The following table reflects the sensitivities associated with a hypothetical change in certain assumptions,
primarily in the U.S. (in thousands):
Actuarial Assumptions
Discount Rate:
Pension
Other postretirement benefits
Expected return on plan assets:
Pension
Other postretirement benefits
* Not applicable.
1% Increase
1% Decrease
(Favorable) Unfavorable
Increase (Decrease)
in Benefit Obligation
Increase (Decrease)
in Benefit Cost
Increase (Decrease)
in Benefit Obligation
Increase (Decrease)
in Benefit Cost
$
$
(118,547)
(5,175)
*
*
$
$
$
$
6,117
303
$
$
(6,665)
—
144,048
6,257
*
*
$
$
$
$
(8,115)
(387)
6,665
—
Of the $683.5 million total pension and postretirement assets at December 31, 2020, $78.8 million, or approximately 12%, are measured using the net
asset value as a practical expedient. Gains or losses attributable to these assets are recognized in the consolidated balance sheets as either an increase or
decrease in plan assets. See Note 15, “Pension Plans and Other Postretirement Benefits,” to our consolidated financial statements included in Part II, Item 8
of this report.
Income Taxes
We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance
with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax
rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is
more likely than not. In order to record deferred tax assets and liabilities, we are following guidance under ASU 2015-17, which requires deferred tax
assets and liabilities to be classified as noncurrent on the balance sheet, along with any related valuation allowance. Tax effects are released from
Accumulated Other Comprehensive Income using either the specific identification approach or the portfolio approach based on the nature of the underlying
item.
Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts
and the tax basis of existing assets and liabilities. Deferred tax assets are also provided for operating losses, capital losses and certain tax credit carryovers.
A valuation allowance, reducing deferred tax assets, is established when it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The realization of such deferred tax assets is dependent upon the generation of sufficient future taxable income of the appropriate character.
Although realization is not assured, we do not establish a valuation allowance when we believe it is more likely than not that a net deferred tax asset will be
realized.
We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing
authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as
the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Interest and penalties related to income tax liabilities
are included in Income tax expense on the consolidated statements of income.
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Albemarle Corporation and Subsidiaries
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Due to the statute of limitations, we are no longer subject to U.S.
federal income tax audits by the Internal Revenue Service (“IRS”) for years prior to 2017. Due to the statute of limitations, we also are no longer subject to
U.S. state income tax audits prior to 2011.
With respect to jurisdictions outside the U.S., several audits are in process. We have audits ongoing for the years 2011 through 2019 related to Germany,
Italy, Belgium, and Chile, some of which are for entities that have since been divested.
While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than our accrued
position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the
underlying matters are settled or otherwise resolved.
Since the timing of resolutions and/or closure of tax audits are uncertain, it is difficult to predict with certainty the range of reasonably possible
significant increases or decreases in the liability related to uncertain tax positions that may occur within the next twelve months. Our current view is that it
is reasonably possible that we could record a decrease in the liability related to uncertain tax positions, relating to a number of issues, up to approximately
$0.5 million as a result of closure of tax statutes. As a result of the sale of the Chemetall Surface Treatment business in 2016, we agreed to indemnify
certain income and non-income tax liabilities, including uncertain tax positions, associated with the entities sold. The associated liability is recorded in
Other noncurrent liabilities. See Note 16, “Other Noncurrent Liabilities,” and Note 21, “Income Taxes,” for further details.
We have designated the undistributed earnings of a portion of our foreign operations as indefinitely reinvested and as a result we do not provide for
deferred income taxes on the unremitted earnings of these subsidiaries. Our foreign earnings are computed under U.S. federal tax earnings and profits
(“E&P”) principles. In general, to the extent our financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred
taxes have not been provided, as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is
not practicable. We provide for deferred income taxes on our undistributed earnings of foreign operations that are not deemed to be indefinitely invested.
We will continue to evaluate our permanent investment assertion taking into consideration all relevant and current tax laws.
Financial Condition and Liquidity
Overview
The principal uses of cash in our business generally have been capital investments and resource development costs, funding working capital and
service of debt. We also make contributions to our defined benefit pension plans, pay dividends to our shareholders and repurchase shares of our common
stock. Historically, cash to fund the needs of our business has been principally provided by cash from operations, debt financing and equity issuances.
We are continually focused on working capital efficiency particularly in the areas of accounts receivable, payables and inventory. We anticipate that
cash on hand, cash provided by operating activities, proceeds from divestitures and borrowings will be sufficient to pay our operating expenses, satisfy debt
service obligations, fund capital expenditures and other investing activities, fund pension contributions and pay dividends for the foreseeable future.
Cash Flow
Our cash and cash equivalents were $746.7 million at December 31, 2020 as compared to $613.1 million at December 31, 2019. Cash provided by
operating activities was $798.9 million, $719.4 million and $546.2 million during the years ended December 31, 2020, 2019 and 2018, respectively.
The increase in cash provided by operating activities in 2020 versus 2019 was primarily due to lower working capital outflow, including inventory
reductions and the timing of receivable collections, as well as the previously announced Company-wide cost savings initiative and increased dividends
from unconsolidated investments, which more than offset lower revenues in each of our reportable segments. The working capital outflow in 2020 also
included the payment of $61.5 million related to stamp duties in Australia levied on the assets purchased as part of the acquisition of the Wodgina Project
completed in 2019. The increase in cash provided by operating activities in 2019 versus 2018 was primarily due to lower working capital outflow,
including a reduction in inventory build-up in Lithium and Catalysts. In addition, we received increased dividends from unconsolidated investments and
recorded higher cash earnings, particularly in Bromine Specialties. This was partially offset by timing on payables and higher cash taxes paid.
During 2020, cash on hand, cash provided by operations and proceeds from borrowings of $200 million from one of our credit facilities funded
$850.5 million of capital expenditures for plant, machinery and equipment, dividends to shareholders of $161.8 million, and pension and postretirement
contributions of $16.4 million. In addition, during 2020 we received $11.0
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Albemarle Corporation and Subsidiaries
million in proceeds from the sale of our ownership interest in the SOCC joint venture during and paid $22.6 million of agreed upon purchase price
adjustments for the Wodgina Project acquisition. During 2019, cash on hand, cash provided by operations and proceeds from borrowings of $1.60 billion
funded the Wodgina Project acquisition discussed below, $851.8 million of capital expenditures for plant, machinery and equipment, dividends to
shareholders of $152.2 million, the repayment of $175.2 million of senior notes, and pension and postretirement contributions of $16.5 million. During
2018, cash on hand, cash provided by operations and $413.6 million of net proceeds from divestitures funded $114.7 million of commercial paper
repayments, net of borrowings, $500.0 million of accelerated share repurchase programs, $700.0 million of capital expenditures for plant, machinery and
equipment, and mining resource development, dividends to shareholders of $144.6 million, and pension and postretirement contributions of $15.2 million.
In addition, during the years ended December 31, 2020, 2019 and 2018, our consolidated joint venture, JBC, paid dividends of approximately $63.7
million, $224.9 million and $40.0 million, respectively, which resulted in dividends to noncontrolling interests of $32.1 million, $83.2 million and $14.8
million, respectively.
On October 31, 2019, we completed the acquisition of a 60% interest in the Wodgina Project for a total purchase price of$1.3 billion. The purchase
price is comprised of $820 million in cash and the transfer of 40% interest in certain lithium hydroxide conversion assets being built by Albemarle in
Kemerton, Western Australia, valued at approximately $480 million. In addition, during the year ended December 31, 2020, we paid $22.6 million of
agreed upon purchase price adjustments. The cash consideration was funded by the unsecured credit facility entered into on August 14, 2019.
In November 2019, we issued notes totaling $500.0 million and €1.0 billion. The net proceeds from the issuance of these notes were used to repay
the $1.0 billion balance of the the unsecured credit facility entered into on August 14, 2019, a large portion of approximately $370 million of commercial
paper notes, the remaining balance of $175.2 million of the senior notes issued on December 10, 2010 (“2010 Senior Notes”), and for general corporate
purposes. During the year ended December 31, 2019, we recorded a loss on early extinguishment of debt of $4.8 million in Interest and financing expenses,
representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the redemption of the 2010 Senior Notes.
On April 3, 2018, we completed the Polyolefin Catalysts Divestiture to W.R. Grace & Co. for net cash proceeds of approximately $413.6 million and
recorded a gain of $210.4 million before income taxes in 2018 related to the sale of this business. The transaction included Albemarle’s Product
Development Center located in Baton Rouge, Louisiana, and operations at our Yeosu, South Korea site. The sale did not include the organometallics or
curatives portion of the PCS business. The Polyolefin Catalysts Divestiture reflects our commitment to investing in the future growth of our high priority
businesses and returning capital to our shareholders.
Capital expenditures were $850.5 million, $851.8 million and $700.0 million for the years ended December 31, 2020, 2019 and 2018, respectively,
and were incurred mainly for plant, machinery and equipment, and mining resource development. We expect our capital expenditures to be between $850
million and $950 million in 2021 primarily for Lithium growth and capacity increases, primarily in Australia, Chile and Silver Peak, Nevada, as well as
productivity and continuity of operations projects in all segments. We currently expect the construction of the Kemerton, Australia and La Negra, Chile
plants to be completed by the end of 2021, with sales volume from these plants beginning in 2022.
During the years ended December 31, 2020, 2019 and 2018, we incurred $17.3 million, $20.7 million and $19.4 million of costs related to the
acquisition, integration and potential divestitures for various significant projects, including the acquisition of the Wodgina Project in 2019, which primarily
consisted of professional services and advisory fees.
The Company is permitted to repurchase up to a maximum of 15,000,000 shares under a share repurchase program authorized by our Board of
Directors. Under this share repurchase program, the Company repurchased approximately 5.3 million shares of our common stock during 2018,
respectively, which reduced the Company’s weighted average shares outstanding for purposes of calculating basic and diluted earnings per share. All of the
shares repurchased in 2018 were repurchased pursuant to the terms of accelerated share repurchase agreements with major financial institutions. There
were no shares of our common stock repurchased during 2020 or 2019. At December 31, 2020, there were 7,396,263 remaining shares available for
repurchase under the Company’s authorized share repurchase program.
Net current assets decreased to approximately $404.3 million at December 31, 2020 from $816.1 million at December 31, 2019. The decrease is
primarily due to the reclassification of $480 million of senior notes due to mature in December 2021 from Long-term debt to Current portion of long-term
debt. This is partially offset by the increase in Cash and cash equivalents. Additional changes in the components of net current assets are primarily due to
the timing of the sale of goods and other ordinary transactions leading up to the balance sheet dates and are not the result of any policy changes by the
Company, and do
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Albemarle Corporation and Subsidiaries
not reflect any change in either the quality of our net current assets or our expectation of success in converting net working capital to cash in the ordinary
course of business.
At December 31, 2020 and 2019, our cash and cash equivalents included $492.8 million and $565.6 million, respectively, held by our foreign
subsidiaries. The majority of these foreign cash balances are associated with earnings that we have asserted are indefinitely reinvested and which we plan to
use to support our continued growth plans outside the U.S. through funding of capital expenditures, acquisitions, research, operating expenses or other
similar cash needs of our foreign operations. From time to time, we repatriate cash associated with earnings from our foreign subsidiaries to the U.S. for
normal operating needs through intercompany dividends, but only from subsidiaries whose earnings we have not asserted to be indefinitely reinvested or
whose earnings qualify as “previously taxed income” as defined by the Internal Revenue Code. For the years ended December 31, 2020, 2019 and 2018, we
repatriated approximately $1.8 million, $351.9 million and $621.8 million of cash, respectively, as part of these foreign earnings cash repatriation activities.
While we continue to closely monitor our cash generation, working capital management and capital spending in light of continuing uncertainties in
the global economy, we believe that we will continue to have the financial flexibility and capability to opportunistically fund future growth initiatives.
Additionally, we anticipate that future capital spending, including business acquisitions, share repurchases and other cash outlays, should be financed
primarily with cash flow provided by operations and cash on hand, with additional cash needed, if any, provided by borrowings. The amount and timing of
any additional borrowings will depend on our specific cash requirements.
Long-Term Debt
We currently have the following notes outstanding:
Issue Month/Year
November 2019
November 2019
(a)
November 2019
Principal (in millions)
€500.0
€500.0
$300.0
November 2019
December 2014
November 2014
November 2014
(b)
(a)
(a)
(a)
$200.0
€393.0
$425.0
$350.0
Interest Rate
1.125%
1.625%
3.45%
Floating Rate
1.875%
4.15%
5.45%
Interest Payment Dates
November 25
November 25
May 15 and November 15
February 15, May 15, August 15 and
November 15
December 8
June 1 and December 1
June 1 and December 1
Maturity Date
November 25, 2025
November 25, 2028
November 15, 2029
November 15, 2022
December 8, 2021
December 1, 2024
December 1, 2044
(a) Denotes senior notes.
(b) Borrowings bear interest at a floating rate based on the 3-month LIBOR plus 105 basis points. The floating interest rate for the current interest period is 1.271%, with
the interest rate reset on each interest payment date.
Our senior notes and the floating rate note are senior unsecured obligations and rank equally with all our other senior unsecured indebtedness from
time to time outstanding. The notes are effectively subordinated to any of our existing or future secured indebtedness and to the existing and future
indebtedness of our subsidiaries. As is customary for such long-term debt instruments, each of these notes outstanding has terms that allow us to redeem
the notes before its maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount
of these notes to be redeemed, or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis using the comparable government rate (as defined in
the indentures governing these notes) plus between 25 and 40 basis points, depending on the note, plus, in each case, accrued interest thereon to the date of
redemption. Holders may require us to purchase such notes at 101% upon a change of control triggering event, as defined in the indentures. These notes are
subject to typical events of default, including bankruptcy and insolvency events, nonpayment and the acceleration of certain subsidiary indebtedness of $40
million or more caused by a nonpayment default.
Our Euro notes issued in 2019 are unsecured and unsubordinated obligations and rank equally in right of payment to all our other unsecured senior
obligations. As is customary for such long-term debt instruments, each of these notes outstanding has terms that allow us to redeem the notes before their
maturity, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be
redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal thereof and interest thereon (exclusive of interest accrued
to, but excluding, the date of redemption) discounted to the redemption date on an annual basis using the bond rate (as defined in
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Albemarle Corporation and Subsidiaries
the indentures governing these notes) plus between 25 and 35 basis points, depending on the note, plus, in each case, accrued and unpaid interest on the
principal amount being redeemed to, but excluding, the date of redemption. Holders may require us to purchase such notes at 101% upon a change of
control triggering event, as defined in the indentures. These notes are subject to typical events of default, including bankruptcy and insolvency events,
nonpayment and the acceleration of certain subsidiary indebtedness exceeding $100 million caused by a nonpayment default.
Our 2018 Credit Agreement currently provides for borrowings of up to $1.0 billion and matures on August 9, 2024. Borrowings under the 2018
Credit Agreement bear interest at variable rates based on an average LIBOR for deposits in the relevant currency plus an applicable margin which ranges
from 0.910% to 1.500%, depending on the Company’s credit rating from Standard & Poor’s Ratings Services LLC (“S&P”), Moody’s Investors Services,
Inc. (“Moody’s”) and Fitch Ratings, Inc. (“Fitch”). The applicable margin on the facility was 1.325% as of December 31, 2020. There were no borrowings
outstanding under the 2018 Credit Agreement as of December 31, 2020.
On August 14, 2019, the Company entered into our 2019 Credit Facility with several banks and other financial institutions, which was amended and
restated on December 15, 2020. The lenders’ commitment to provide new loans under the amended 2019 Credit Facility terminates on December 10, 2021,
with each such loan maturing one year after the funding of such loan. The Company can request that the maturity date of loans be extended for a period of
up to four additional years, but any such extension is subject to the approval of the lenders. Borrowings under the amended 2019 Credit Facility bear
interest at variable rates based on an average LIBOR for deposits in the relevant currency plus an applicable margin which ranges from 1.125% to 1.750%,
depending on the Company’s credit rating from S&P, Moody’s and Fitch. The applicable margin on the credit facility was 1.500% as of December 31,
2020. In October 2019, we borrowed $1.0 billion under this credit facility to fund the cash portion of the October 31, 2019 acquisition of a 60% interest in
MRL’s Wodgina Project and for general corporate purposes, and such amount was repaid in full in November 2019 using a portion of the proceeds received
from the notes issued in 2019 (see above for further details). In April 2020, the Company borrowed $200.0 million under the 2019 Credit Facility, which
remained outstanding as of December 31, 2020 and maturing in April 2023, to be used for general corporate purposes. As part of the December 2020
amendment, the Company is permitted up to two additional borrowings in an aggregate amount equal to $500 million for general corporate purposes.
Borrowings under the Credit Agreements are conditioned upon satisfaction of certain conditions precedent, including the absence of defaults. The
Company is subject to one financial covenant, as well as customary affirmative and negative covenants. The financial covenant initially required that the
Company’s consolidated funded debt to consolidated EBITDA ratio (as such terms are defined in the Credit Agreements) to be less than or equal to 3.50:1,
subject to adjustments in accordance with the terms of the Credit Agreements relating to a consummation of an acquisition where the consideration
includes cash proceeds from issuance of funded debt in excess of $500 million. As a result of the uncertainty of the overall financial impact of the COVID-
19 pandemic, the Company amended the Credit Agreements on May 11, 2020 to modify its financial covenant based on the Company’s current
expectations. The amendment effects changes to certain provisions of the Credit Agreements, including: (a) conversion of the consolidated funded debt to
consolidated EBITDA ratio to a consolidated net funded debt to consolidated EBITDA ratio; (b) carving-out third party sales of accounts receivables from
the Securitization Transaction definition; (c) setting the consolidated net funded debt to consolidated EBITDA ratio to 4.00:1 for the fiscal quarter ending
June 30, 2020, 4.50:1 for the fiscal quarters through September 30, 2021, 4.00:1 for the fiscal quarter ending December 31, 2021, and 3:50:1 for fiscal
quarters thereafter; and (d) reducing the priority debt basket to 24% of Consolidated Net Tangible Assets, as defined in the Credit Agreements, through and
including December 31, 2021. As part of this amendment, the Company has agreed to pay a 10 basis point fee on the consenting lenders commitments
under the Credit Agreements. The Credit Agreements also contain customary default provisions, including defaults for non-payment, breach of
representations and warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness. The occurrence of an event of
default under the Credit Agreements could result in all loans and other obligations becoming immediately due and payable and the credit facility being
terminated. If conditions caused by the COVID-19 pandemic worsen and the Company’s earnings and cash flow from operations do not start to recover as
contemplated in the Company's current plans, the Company may not be able to maintain compliance with its amended financial covenant and it will require
the Company to seek additional amendments to the Credit Agreements. If the Company is not able to obtain such necessary additional amendments, that
would lead to an event of default and its lenders could require the Company to repay its outstanding debt. In that situation, the Company may not be able to
raise sufficient debt or equity capital, or divest assets, to refinance or repay the lenders. Certain representations, warranties and covenants under the 2018
Credit Agreement were conformed to those under the 2019 Credit Facility following an amendment entered into on August 14, 2019.
On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue
unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any
time of $750.0 million. The proceeds from the issuance of the Commercial Paper
54
Albemarle Corporation and Subsidiaries
Notes are expected to be used for general corporate purposes, including the repayment of other debt of the Company. The Credit Agreements are available
to repay the Commercial Paper Notes, if necessary. Aggregate borrowings outstanding under the Credit Agreements and the Commercial Paper Notes will
not exceed the $1.0 billion current maximum amount available under the Credit Agreements. The Commercial Paper Notes will be sold at a discount from
par, or alternatively, will be sold at par and bear interest at rates that will vary based upon market conditions at the time of issuance. The maturities of the
Commercial Paper Notes will vary but may not exceed 397 days from the date of issue. The definitive documents relating to the commercial paper program
contain customary representations, warranties, default and indemnification provisions. At December 31, 2020, we had $325.0 million of Commercial Paper
Notes outstanding bearing a weighted-average interest rate of approximately 0.51% and a weighted-average maturity of 16 days. The Commercial Paper
Notes are classified as Current portion of long-term debt in our consolidated balance sheets at December 31, 2020 and 2019.
The non-current portion of our long-term debt amounted to $2.77 billion at December 31, 2020, compared to $2.86 billion at December 31, 2019. In
addition, at December 31, 2020, we had the ability to borrow $1.18 billion under our commercial paper program and the Credit Agreements, and $195.9
million under other existing lines of credit, subject to various financial covenants under our Credit Agreements. We have the ability and intent to refinance
our borrowings under our other existing credit lines with borrowings under the Credit Agreements, as applicable. Therefore, the amounts outstanding under
those credit lines, if any, are classified as long-term debt. We believe that as of December 31, 2020 we were, and currently are, in compliance with all of
our debt covenants. For additional information about our long-term debt obligations, see Note 14, “Long-Term Debt,” to our consolidated financial
statements included in Part II, Item 8 of this report.
Off-Balance Sheet Arrangements
In the normal course of business with customers, vendors and others, we have entered into off-balance sheet arrangements, including bank guarantees
and letters of credit, which totaled approximately $93.1 million at December 31, 2020. None of these off-balance sheet arrangements has, or is likely to
have, a material effect on our current or future financial condition, results of operations, liquidity or capital resources.
Liquidity Outlook
We anticipate that cash on hand and cash provided by operating activities, divestitures and borrowings will be sufficient to pay our operating
expenses, satisfy debt service obligations, fund any capital expenditures and share repurchases, make acquisitions, make pension contributions and pay
dividends for the foreseeable future. Our main focus during the uncertainty surrounding the COVID-19 pandemic is to continue to maintain financial
flexibility by continuing our cost savings initiative, while still protecting our employees and customers, committing to shareholder returns and maintaining
an investment grade rating. Over the next three years, in terms of uses of cash, we will continue to invest in growth of the businesses and return value to
shareholders. Additionally, we will continue to evaluate the merits of any opportunities that may arise for acquisitions of businesses or assets, which may
require additional liquidity. As previously announced, we are pursuing opportunities to divest our PCS and fine chemistry services businesses.
On February 8, 2021, we completed an underwritten public offering of 8,496,773 shares of our common stock, par value $0.01 per share, at a price to
the public of $153.00 per share. The Company also granted to the Underwriters an option to purchase up to an additional 1,274,509 shares for a period of
30 days, which was exercised. The total gross proceeds from this offering were approximately $1.5 billion, before deducting expenses, underwriting
discounts and commissions. We intend to use the net proceeds of the offering primarily to fund growth capital expenditures, such as the construction and
expansion of lithium operations in Australia, Chile and Silver Peak, Nevada, and opportunities in China. We also intend to use the net proceeds for debt
repayment in the short term and other general corporate purposes.
Overall, with generally strong cash-generative businesses and no significant long-term debt maturities before December 2021, we believe we have,
and will be able to maintain, a solid liquidity position. Our annual maturities of long-term debt as of December 31, 2020 are as follows (in millions): 2021
—$804.7; 2022—$200.0; 2023—$223.9; 2024—$425.0; 2025—$610.8; thereafter—$1,328.0. Obligations in 2021 include the 1.875% Senior Notes of
€393.0 million and our outstanding Commercial Paper Notes of $325.0 million with a weighted average maturity of 16 days. In addition, we expect to
make interest payments on those long-term debt obligations as follows (in millions): 2021—$77.9; 2022—$68.9; 2023—$64.7; 2024—$62.4; 2025—
$45.7; thereafter—$431.9. For variable-rate debt obligations, projected interest payments are calculated using the December 31, 2020 weighted average
interest rate of approximately 0.87%.
In addition, we expect our capital expenditures to be between $850 million and $950 million in 2021, primarily for Lithium growth and capacity
increases in Australia, Chile and Silver Peak, Nevada, as well as productivity and continuity of operations projects in all segments. We currently expect the
construction of the Kemerton, Australia and La Negra, Chile plants to be completed by the end of 2021, with sales volume from these plants beginning in
2022. As of December 31, 2020, we have
55
Albemarle Corporation and Subsidiaries
also committed to approximately $100.9 million of payments to third-party vendors in the normal course of business to secure raw materials for our
production processes, with approximately $68.5 million to be paid in 2021. In order to secure materials, sometimes for long durations, these contracts
mandate a minimum amount of product to be purchased at predetermined rates over a set timeframe.
See Note 18, “Leases,” to our consolidated financial statements included in Part II, Item 8 of this report for our annual expected payments under our
operating lease obligations at December 31, 2020.
In 2021, we expect to pay $28.4 million of the $301.4 million balance remaining from the transition tax on foreign earnings as a result of the Tax
Cuts and Jobs Act (“TCJA”) signed into law in December 2017. The one-time transition tax imposed by the TCJA is based on our total post-1986 earnings
and profits that we previously deferred from U.S. income taxes and is payable over an eight-year period, with the final payment made in 2026.
Contributions to our domestic and foreign qualified and nonqualified pension plans, including our supplemental executive retirement plan, are
expected to approximate $27 million in 2021. We may choose to make additional pension contributions in excess of this amount. We made contributions of
approximately $13.3 million to our domestic and foreign pension plans (both qualified and nonqualified) during the year ended December 31, 2020.
The liability related to uncertain tax positions, including interest and penalties, recorded in Other noncurrent liabilities totaled $14.7 million and
$21.2 million at December 31, 2020 and 2019, respectively. Related assets for corresponding offsetting benefits recorded in Other assets totaled $24.1
million and $26.1 million at December 31, 2020 and 2019, respectively. We cannot estimate the amounts of any cash payments during the next twelve
months associated with these liabilities and are unable to estimate the timing of any such cash payments in the future at this time.
Our cash flows from operations may be negatively affected by adverse consequences to our customers and the markets in which we compete as a
result of moderating global economic conditions and reduced capital availability. The COVID-19 pandemic has not had a material impact on our liquidity
to date; however, we cannot predict the overall impact in terms of cash flow generation as that will depend on the length and severity of the outbreak. As a
result, we are planning for various economic scenarios and actively monitoring our balance sheet to maintain the financial flexibility needed.
Although we maintain business relationships with a diverse group of financial institutions as sources of financing, an adverse change in their credit
standing could lead them to not honor their contractual credit commitments to us, decline funding under our existing but uncommitted lines of credit with
them, not renew their extensions of credit or not provide new financing to us. While the global corporate bond and bank loan markets remain strong,
periods of elevated uncertainty related to the COVID-19 pandemic or global economic and/or geopolitical concerns may limit efficient access to such
markets for extended periods of time. If such concerns heighten, we may incur increased borrowing costs and reduced credit capacity as our various credit
facilities mature. If the U.S. Federal Reserve or similar national reserve banks in other countries decide to tighten the monetary supply in response, for
example, to improving economic conditions, we may incur increased borrowing costs (as interest rates increase on our variable rate credit facilities, as our
various credit facilities mature or as we refinance any maturing fixed rate debt obligations), although these cost increases would be partially offset by
increased income rates on portions of our cash deposits.
As first reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of
our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential
violations of the Company’s Code of Conduct, the FCPA, and other potentially applicable laws. Based on this internal investigation, we have voluntarily
self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business, within our Catalysts segment, to the
DOJ, the SEC, and the DPP, and are cooperating with the DOJ, the SEC, and DPP in their review of these matters. In connection with our internal
investigation, we have implemented, and are continuing to implement, appropriate remedial measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with the investigations by the DOJ, the SEC, or DPP. We
are unable to predict what, if any, action may be taken by the DOJ, the SEC, or DPP, or what penalties or remedial actions they may seek to impose. Any
determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, penalties,
disgorgement, equitable relief, or other losses. We do not believe, however, that any such fines, penalties, disgorgement, equitable relief or other losses
would have a material adverse effect on our financial condition or liquidity.
We had cash and cash equivalents totaling $746.7 million as of December 31, 2020, of which $492.8 million is held by our foreign subsidiaries. This
cash represents an important source of our liquidity and is invested in bank accounts or money
56
Albemarle Corporation and Subsidiaries
market investments with no limitations on access. The cash held by our foreign subsidiaries is intended for use outside of the U.S. We anticipate that any
needs for liquidity within the U.S. in excess of our cash held in the U.S. can be readily satisfied with borrowings under our existing U.S. credit facilities or
our commercial paper program.
Guarantor Financial Information
Albemarle Wodgina Pty. Ltd. (the “Issuer”), a wholly owned subsidiary of Albemarle Corporation, issued $300.0 million aggregate principal amount
of 3.45% Senior Notes due 2029 (the “3.45% Senior Notes”) in November 2019. The 3.45% Senior Notes are fully and unconditionally guaranteed (the
“Guarantee”) on a senior unsecured basis by Albemarle Corporation (the “Guarantor”). No direct or indirect subsidiaries of the Guarantor guarantee the
3.45% Senior Notes (such subsidiaries are referred to as the “Non-Guarantors”).
The Issuer owns the Guarantor’s proportionate share of assets, liabilities, revenue and expenses of the unincorporated joint venture for the
exploration, development, mining, processing and production of lithium and other minerals (other than iron ore and tantalum) from the Wodgina
spodumene mine (“MARBL”) and for the operation of the Kemerton assets in Western Australia (together, the “Wodgina Project”).
The Guarantor conducts its U.S. Bromine Specialties and Catalysts operations directly, and conducts its other operations (other than operations
conducted through the Issuer) through the Non-Guarantors.
The 3.45% Senior Notes are the Issuer’s senior unsecured obligations and rank equally in right of payment to the senior indebtedness of the Issuer,
effectively subordinated to all of the secured indebtedness of the Issuer, to the extent of the value of the assets securing that indebtedness, and structurally
subordinated to all indebtedness and other liabilities of its subsidiaries. The Guarantee is the senior unsecured obligation of the Guarantor and ranks equally
in right of payment to the senior indebtedness of the Guarantor, effectively subordinated to the secured debt of the Guarantor to the extent of the value of
the assets securing the indebtedness and structurally subordinated to all indebtedness and other liabilities of its subsidiaries.
For cash management purposes, the Guarantor transfers cash among itself, the Issuer and the Non-Guarantors through intercompany financing
arrangements, contributions or declaration of dividends between the respective parent and its subsidiaries. The transfer of cash under these activities
facilitates the ability of the recipient to make specified third-party payments for principal and interest on the Issuer and/or the Guarantor’s outstanding debt,
common stock dividends and common stock repurchases. There are no significant restrictions on the ability of the Issuer or the Guarantor to obtain funds
from subsidiaries by dividend or loan.
The following tables present summarized financial information for the Guarantor and the Issuer on a combined basis after elimination of (i)
intercompany transactions and balances among the Issuer and the Guarantor and (ii) equity in earnings from and investments in any subsidiary that is a
Non-Guarantor. Each entity in the combined financial information follows the same accounting policies as described herein.
Summarized Statement of Operations
$ in thousands
(a)
Net sales
Gross profit
Loss before income taxes and equity in net income of unconsolidated investments
Net loss attributable to the Guarantor and the Issuer
(b)
(a) Includes net sales to Non-Guarantors of $893.5 million for the year ended December 31, 2020.
(b) Includes intergroup expenses to Non-Guarantors of $132.7 million for the year ended December 31, 2020.
57
Year ended December
31,
2020
$
1,621,651
357,431
(205,486)
(222,097)
Albemarle Corporation and Subsidiaries
Summarized Balance Sheet
(a)
$ in thousands
Current assets
Net property, plant and equipment
Other non-current assets
(b)
Current liabilities
Long-term debt
Other non-current liabilities
(c)
$
$
At December 31,
2020
1,194,278
2,621,012
305,544
2,236,233
1,321,413
7,317,103
(a) Includes receivables from Non-Guarantors of $548.9 million at December 31, 2020.
(b) Includes current payables to Non-Guarantors of $975.0 million at December 31, 2020.
(c) Includes non-current payables to Non-Guarantors of $6.6 billion at December 31, 2020.
The 3.45% Senior Notes are structurally subordinated to the indebtedness and other liabilities of the Non-Guarantors. The Non-Guarantors are
separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the 3.45% Senior Notes or the
Indenture under which the 3.45% Senior Notes were issued, or to make any funds available therefor, whether by dividends, loans, distributions or other
payments. Any right that the Guarantor has to receive any assets of any of the Non-Guarantors upon the liquidation or reorganization of any Non-
Guarantor, and the consequent rights of holders of the 3.45% Senior Notes to realize proceeds from the sale of any of a Non-Guarantor’s assets, would be
effectively subordinated to the claims of such Non-Guarantor’s creditors, including trade creditors and holders of preferred equity interests, if any, of such
Non-Guarantor. Accordingly, in the event of a bankruptcy, liquidation or reorganization of any of the Non-Guarantors, the Non-Guarantors will pay the
holders of their debts, holders of preferred equity interests, if any, and their trade creditors before they will be able to distribute any of their assets to the
Guarantor.
The 3.45% Senior Notes are obligations of the Issuer. The Issuer’s cash flow and ability to make payments on the 3.45% Senior Notes could be
dependent upon the earnings it derives from the production from MARBL for the Wodgina Project. Absent income received from sales of its share of
production from MARBL, the Issuer’s ability to service the 3.45% Senior Notes could be dependent upon the earnings of the Guarantor’s subsidiaries and
other joint ventures and the payment of those earnings to the Issuer in the form of equity, loans or advances and through repayment of loans or advances
from the Issuer.
The Issuer’s obligations in respect of MARBL are guaranteed by the Guarantor. Further, under MARBL pursuant to a deed of cross security between
the Issuer, the joint venture partner and the manager of the project (the “Manager”), each of the Issuer, and the joint venture partner have granted security to
each other and the Manager for the obligations each of the Issuer and the joint venture partner have to each other and to the Manager. The claims of the
joint venture partner, the Manager and other secured creditors of the Issuer will have priority as to the assets of the Issuer over the claims of holders of the
3.45% Senior Notes.
Safety and Environmental Matters
We are subject to federal, state, local and foreign requirements regulating the handling, manufacture and use of materials (some of which may be
classified as hazardous or toxic by one or more regulatory agencies), the discharge of materials into the environment and the protection of the environment.
To our knowledge, we are currently complying and expect to continue to comply in all material respects with applicable environmental laws, regulations,
statutes and ordinances. Compliance with existing federal, state, local and foreign environmental protection laws is not expected to have a material effect
on capital expenditures, earnings or our competitive position, but the costs associated with increased legal or regulatory requirements could have an adverse
effect on our operating results.
Among other environmental requirements, we are subject to the federal Superfund law, and similar state laws, under which we may be designated as
a PRP, and may be liable for a share of the costs associated with cleaning up various hazardous waste sites. Management believes that in cases in which we
may have liability as a PRP, our liability for our share of cleanup is de minimis. Further, almost all such sites represent environmental issues that are quite
mature and have been investigated, studied and in many cases settled. In de minimis situations, our policy generally is to negotiate a consent decree and to
pay any apportioned settlement, enabling us to be effectively relieved of any further liability as a PRP, except for remote contingencies. In other than de
minimis PRP matters, our records indicate that unresolved PRP exposures should be immaterial. We accrue and expense our proportionate share of PRP
costs. Because management has been actively involved in evaluating environmental
58
Albemarle Corporation and Subsidiaries
matters, we are able to conclude that the outstanding environmental liabilities for unresolved PRP sites should not have a material adverse effect upon our
results of operations or financial condition.
Our environmental and safety operating costs charged to expense were $44.9 million, $48.0 million and $42.9 million in 2020, 2019 and 2018,
respectively, excluding depreciation of previous capital expenditures, and are expected to be in the same range in the next few years. Costs for remediation
have been accrued and payments related to sites are charged against accrued liabilities, which at December 31, 2020 totaled approximately $45.8 million,
an increase of $3.2 million from $42.6 million at December 31, 2019. See Note 17, “Commitments and Contingencies” to our consolidated financial
statements included in Part II, Item 8 of this report for a reconciliation of our environmental liabilities for the years ended December 31, 2020, 2019 and
2018.
We believe that any sum we may be required to pay in connection with environmental remediation and asset retirement obligation matters in excess
of the amounts recorded should occur over a period of time and should not have a material adverse effect upon our results of operations, financial condition
or cash flows on a consolidated annual basis, although any such sum could have a material adverse impact on our results of operations, financial condition
or cash flows in a particular quarterly reporting period.
Capital expenditures for pollution-abatement and safety projects, including such costs that are included in other projects, were approximately $40.4
million, $44.4 million and $47.3 million in 2020, 2019 and 2018, respectively. In the future, capital expenditures for these types of projects may increase
due to more stringent environmental regulatory requirements and our efforts in reaching sustainability goals. Management’s estimates of the effects of
compliance with governmental pollution-abatement and safety regulations are subject to (a) the possibility of changes in the applicable statutes and
regulations or in judicial or administrative construction of such statutes and regulations and (b) uncertainty as to whether anticipated solutions to pollution
problems will be successful, or whether additional expenditures may prove necessary.
Recently Issued Accounting Pronouncements
See Note 1, “Summary of Significant Accounting Policies” to our consolidated financial statements included in Part II, Item 8 of this report for a
discussion of our Recently Issued Accounting Pronouncements.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
The primary currencies to which we have foreign currency exchange rate exposure are the Euro, Japanese Yen, Chinese Renminbi, Australian Dollar
and Chilean Peso. In response to greater fluctuations in foreign currency exchange rates in recent periods, we have increased the degree of exposure risk
management activities to minimize the potential impact on earnings.
We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies and through the use, from
time to time, of foreign currency forward contracts. The principal objective of such contracts is to minimize the financial impact of changes in foreign
currency exchange rates. The counterparties to these contractual agreements are major financial institutions with which we generally have other financial
relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the
counterparties. We do not utilize financial instruments for trading or other speculative purposes.
The primary method we use to reduce foreign currency exposure is to identify natural hedges, in which the operating activities denominated in
respective currencies across various subsidiaries balance in respect to timing and the underlying exposures. In the event a natural hedge is not available, we
may employ a forward contract to reduce exposure, generally expiring within one year. While these contracts are subject to fluctuations in value, such
fluctuations are intended to offset the changes in the value of the underlying exposures being hedged. In the fourth quarter of 2019, we entered into a
foreign currency forward contract to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in
Australia. This contract has been designated as an effective hedging instrument, and beginning the date of designation, gains or losses on the revaluation of
this contract to our reporting currency have been and will be recorded in Accumulated other comprehensive loss. All other gains and losses on foreign
currency forward contracts not designated as an effective hedging instrument are recognized in Other expenses, net, and generally do not have a significant
impact on results of operations.
At December 31, 2020, our financial instruments subject to foreign currency exchange risk consisted of foreign currency forward contracts with an
aggregate notional value of $686.5 million and with a fair value representing a net asset position of $8.8 million. Fluctuations in the value of these contracts
are intended to offset the changes in the value of the underlying exposures being hedged. We conducted a sensitivity analysis on the fair value of our
foreign currency hedge portfolio assuming
59
Albemarle Corporation and Subsidiaries
an instantaneous 10% change in select foreign currency exchange rates from their levels as of December 31, 2020, with all other variables held constant. A
10% appreciation of the U.S. Dollar against foreign currencies that we hedge would result in a decrease of approximately $8.1 million in the fair value of
our foreign currency forward contracts. A 10% depreciation of the U.S. Dollar against these foreign currencies would result in an increase of approximately
$16.7 million in the fair value of our foreign currency forward contracts. The sensitivity of the fair value of our foreign currency hedge portfolio represents
changes in fair values estimated based on market conditions as of December 31, 2020, without reflecting the effects of underlying anticipated transactions.
When those anticipated transactions are realized, actual effects of changing foreign currency exchange rates could have a material impact on our earnings
and cash flows in future periods.
On December 18, 2014, the carrying value of our 1.875% Euro-denominated senior notes was designated as an effective hedge of our net investment
in foreign subsidiaries where the Euro serves as the functional currency, and beginning on the date of designation, gains or losses on the revaluation of
these senior notes to our reporting currency have been and will be recorded in Accumulated other comprehensive loss. Any subsequent partial repayments
of this debt did not impair the designated hedge of our net investment in foreign subsidiaries where the Euro serves as the functional currency.
We are exposed to changes in interest rates that could impact our results of operations and financial condition. We manage global interest rate and
foreign exchange exposure as part of our regular operational and financing strategies. We had variable interest rate borrowings of $756.6 million and
$394.0 million outstanding at December 31, 2020 and 2019, respectively. These borrowings represented 21% and 13% of total outstanding debt and bore
average interest rates of 0.87% and 2.46% at December 31, 2020 and 2019, respectively. A hypothetical 100 basis point increase in the average interest rate
applicable to these borrowings would change our annualized interest expense by approximately $7.6 million as of December 31, 2020. We may enter into
interest rate swaps, collars or similar instruments with the objective of reducing interest rate volatility relating to our borrowing costs.
Our raw materials are subject to price volatility caused by weather, supply conditions, political and economic variables and other unpredictable
factors. Historically, we have not used futures, options or swap contracts to manage the volatility related to the above exposures. However, the refinery
catalysts business has used financing arrangements to provide long-term protection against changes in metals prices. We seek to limit our exposure by
entering into long-term contracts when available, and we seek price increase limitations through contracts. These contracts do not have a significant impact
on our results of operations.
60
Albemarle Corporation and Subsidiaries
Item 8. Financial Statements and Supplementary Data.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule
13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the
United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts
and expenditures of the Company are being made only in accordance with management’s and our directors’ authorizations; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the
financial statements.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this assessment,
management used the criteria for effective internal control over financial reporting described in the Internal Control—Integrated Framework 2013 set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management concluded that, as of
December 31, 2020, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States.
The concept of reasonable assurance is based on the recognition that there are inherent limitations in all systems of internal control. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report which is included herein.
/S/ J. KENT MASTERS
J. Kent Masters
Chairman, President and Chief Executive Officer
(principal executive officer)
February 19, 2021
61
Albemarle Corporation and Subsidiaries
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Albemarle Corporation:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Albemarle Corporation and its subsidiaries (the “Company”) as of December 31,
2020 and 2019, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in
the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited
the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as
of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated
Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2019 and the
manner in which it accounts for revenues with contracts from customers in 2018.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the
Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the
62
Albemarle Corporation and Subsidiaries
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment – Refining Solutions Reporting Unit
As described in Notes 1 and 12 to the consolidated financial statements, the Company’s goodwill balance was $1,666 million as of December 31,
2020, and the goodwill associated with the Refining Solutions reporting unit was $190 million. Management conducts an impairment test as of October 31
of each year, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired. Potential impairment is identified
by comparing the fair value of a reporting unit to its carrying value, including goodwill. Fair value is estimated by management using present value
techniques involving future cash flows. Management’s cash flow projections for the Refining Solutions reporting unit included significant judgment and
assumptions relating to revenue growth rates, adjusted EBITDA margins and the discount rate.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the Refining
Solutions reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the
reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant
assumptions related to revenue growth rates, adjusted EBITDA margins, and the discount rate; and (iii) the audit effort involved the use of professionals
with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment
assessment, including controls over the valuation of the Refining Solutions reporting unit. These procedures also included, among others (i) testing
management’s process for developing the fair value estimate of the Refining Solutions reporting unit; (ii) evaluating the appropriateness of the discounted
cash flow model; (iii) testing the completeness and accuracy of underlying data used in the model; and (iv) evaluating the significant assumptions used by
management related to the revenue growth rates, adjusted EBITDA margins, and the discount rate. Evaluating management’s assumptions related to the
revenue growth rates and adjusted EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the
current and past performance of the reporting unit; (ii) the consistency with external economic and industry data; and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the
Company’s discounted cash flow model and the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 19, 2021
We have served as the Company’s auditor since 1994.
63
Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
Year Ended December 31
Net sales
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Research and development expenses
Gain on sale of business
Operating profit
Interest and financing expenses
Other expenses, net
Income before income taxes and equity in net income of unconsolidated investments
Income tax expense
Income before equity in net income of unconsolidated investments
Equity in net income of unconsolidated investments (net of tax)
Net income
Net income attributable to noncontrolling interests
Net income attributable to Albemarle Corporation
Basic earnings per share
Diluted earnings per share
Weighted-average common shares outstanding—basic
Weighted-average common shares outstanding—diluted
$
$
$
$
2020
2019
2018
$
$
$
$
3,128,909
2,134,056
994,853
429,827
59,214
—
505,812
(73,116)
(59,177)
373,519
54,425
319,094
127,521
446,615
(70,851)
375,764
3.53
3.52
106,402
106,808
$
$
$
$
3,589,427
2,331,649
1,257,778
533,368
58,287
—
666,123
(57,695)
(45,478)
562,950
88,161
474,789
129,568
604,357
(71,129)
533,228
5.03
5.02
105,949
106,321
3,374,950
2,157,694
1,217,256
446,090
70,054
(210,428)
911,540
(52,405)
(64,434)
794,701
144,826
649,875
89,264
739,139
(45,577)
693,562
6.40
6.34
108,427
109,458
See accompanying notes to the consolidated financial statements.
64
Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
Year Ended December 31
Net income
Other comprehensive income (loss), net of tax:
Foreign currency translation
Pension and postretirement benefits
Net investment hedge
Cash flow hedge
Interest rate swap
Total other comprehensive income (loss), net of tax
Comprehensive income
Comprehensive income attributable to noncontrolling interests
Comprehensive income attributable to Albemarle Corporation
$
2020
2019
2018
$
446,615
$
604,357
$
739,139
100,389
(557)
(34,185)
1,602
2,601
69,850
516,465
(71,098)
445,367
$
(62,031)
632
8,441
4,847
2,591
(45,520)
558,837
(70,662)
488,175
$
(150,258)
(138)
25,786
—
(585)
(125,195)
613,944
(45,396)
568,548
See accompanying notes to the consolidated financial statements.
65
Albemarle Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In Thousands)
December 31
Assets
Current assets:
Cash and cash equivalents
Trade accounts receivable, less allowance for doubtful accounts (2020—$2,083; 2019—$3,711)
Other accounts receivable
Inventories
Other current assets
Total current assets
Property, plant and equipment, at cost
Less accumulated depreciation and amortization
Net property, plant and equipment
Investments
Other assets
Goodwill
Other intangibles, net of amortization
Total assets
Liabilities and Equity
Current liabilities:
Accounts payable
Accrued expenses
Current portion of long-term debt
Dividends payable
Income taxes payable
Total current liabilities
Long-term debt
Postretirement benefits
Pension benefits
Other noncurrent liabilities
Deferred income taxes
Commitments and contingencies (Note 17)
Equity:
Albemarle Corporation shareholders’ equity:
Common stock, $.01 par value (authorized 150,000 shares), issued and outstanding — 106,842 in 2020 and
106,040 in 2019
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
Total Albemarle Corporation shareholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See accompanying notes to the consolidated financial statements.
66
2020
2019
$
$
$
$
746,724
530,838
61,958
750,237
116,427
2,206,184
7,427,641
2,073,016
5,354,625
656,244
219,268
1,665,520
349,105
10,450,946
483,221
440,763
804,677
40,937
32,251
1,801,849
2,767,381
48,075
340,818
629,377
394,852
1,069
1,438,038
(326,132)
3,155,252
4,268,227
200,367
4,468,594
10,450,946
$
$
$
$
613,110
612,651
67,551
768,984
162,813
2,225,109
6,817,843
1,908,370
4,909,473
579,813
213,061
1,578,785
354,622
9,860,863
574,138
576,297
187,336
38,764
32,461
1,408,996
2,862,921
50,899
292,073
754,536
397,858
1,061
1,383,446
(395,735)
2,943,478
3,932,250
161,330
4,093,580
9,860,863
Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Thousands, Except Share Data)
Balance at January 1, 2018
Net income
Other comprehensive loss
Cash dividends declared, $1.34 per
common share
Cumulative adjustments from
adoption of income tax standard
updates
Stock-based compensation
Exercise of stock options
Shares repurchased
Issuance of common stock, net
Shares withheld for withholding taxes
associated with common stock
issuances
Balance at December 31, 2018
Net income
Other comprehensive loss
Cash dividends declared, $1.47 per
common share
Stock-based compensation
Exercise of stock options
Issuance of common stock, net
Increase in ownership interest of
noncontrolling interest
Shares withheld for withholding taxes
associated with common stock
issuances
Balance at December 31, 2019
Net income
Other comprehensive income
Cash dividends declared, $1.54 per
common share
Stock-based compensation
Exercise of stock options
Issuance of common stock, net
Shares withheld for withholding taxes
associated with common stock
issuances
Balance at December 31, 2020
Common Stock
Shares
110,546,674
Amounts
$
1,105
$
Additional
Paid-in
Capital
1,863,949
Accumulated Other
Comprehensive
(Loss) Income
$
(225,668)
$
(125,014)
Retained
Earnings
Total Albemarle
Shareholders’
Equity
Noncontrolling
Interests
2,035,163
693,562
$
$
3,674,549
693,562
(125,014)
143,147
45,577
(181)
Total Equity
3,817,696
$
739,139
(125,195)
(144,601)
(144,601)
(14,756)
(159,357)
94,031
(5,262,654)
383,974
1
(53)
4
18,506
3,632
(499,947)
(4)
(145,997)
105,616,028
$
(1)
1,056
$
(17,239)
1,368,897
$
161,909
396,269
2
4
21,284
4,812
(4)
(513)
(133,991)
106,040,215
$
(1)
1,061
$
(11,030)
1,383,446
$
682,068
185,918
7
2
19,306
40,430
(2)
(18,074)
(350,682)
$
2,566,050
533,228
$
(45,053)
(155,800)
(18,074)
18,506
3,633
(500,000)
—
(17,240)
3,585,321
533,228
(45,053)
(155,800)
21,284
4,814
—
$
$
173,787
71,129
(467)
(83,187)
(18,074)
18,506
3,633
(500,000)
—
(17,240)
3,759,108
604,357
(45,520)
(238,987)
21,284
4,814
—
(395,735)
$
2,943,478
375,764
$
69,603
(163,990)
(513)
68
(445)
(11,031)
3,932,250
375,764
69,603
(163,990)
19,306
40,437
—
(5,143)
4,268,227
$
$
161,330
70,851
247
(32,061)
$
200,367
$
(11,031)
4,093,580
446,615
69,850
(196,051)
19,306
40,437
—
(5,143)
4,468,594
(65,832)
106,842,369
$
(1)
1,069
$
(5,142)
1,438,038
$
(326,132)
$
3,155,252
$
See accompanying notes to the consolidated financial statements.
67
Albemarle Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Year Ended December 31
Cash and cash equivalents at beginning of year
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization
Gain on sale of business or joint venture
Gain on sale of property
Stock-based compensation and other
Equity in net income of unconsolidated investments (net of tax)
Dividends received from unconsolidated investments and nonmarketable securities
Pension and postretirement expense
Pension and postretirement contributions
Unrealized gain on investments in marketable securities
Loss on early extinguishment of debt
Deferred income taxes
Changes in current assets and liabilities, net of effects of acquisitions and divestitures:
Decrease (increase) in accounts receivable
Decrease (increase) in inventories
Decrease (increase) in other current assets
(Decrease) increase in accounts payable
(Decrease) in accrued expenses and income taxes payable
Other, net
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions, net of cash acquired
Capital expenditures
Cash proceeds from divestitures, net
Proceeds from sale of joint venture
Proceeds from sale of property and equipment
Sales of (investments in) marketable securities, net
Investments in equity and other corporate investments
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from borrowings of other long-term debt
Repayments of long-term debt
Other borrowings (repayments), net
Fees related to early extinguishment of debt
Dividends paid to shareholders
Dividends paid to noncontrolling interests
Repurchases of common stock
Proceeds from exercise of stock options
Withholding taxes paid on stock-based compensation award distributions
Debt financing costs
Net cash provided by (used in) financing activities
Net effect of foreign exchange on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at end of year
2020
2019
$
613,110
$
555,320
$
2018
1,137,303
446,615
604,357
739,139
231,984
(7,168)
—
22,837
(127,521)
88,161
45,658
(16,434)
(4,635)
—
(1,976)
100,118
51,978
7,902
(31,519)
(215,011)
207,925
798,914
(22,572)
(850,477)
—
11,000
—
903
(2,427)
(863,573)
452,163
(250,000)
137,635
—
(161,818)
(32,061)
—
40,437
(5,143)
(3,952)
177,261
21,012
133,614
746,724
213,484
—
(14,411)
19,680
(129,568)
71,746
31,515
(16,478)
(2,809)
4,829
14,394
(18,220)
(46,304)
(32,941)
(12,234)
(4,640)
36,974
719,374
(820,000)
(851,796)
—
—
10,356
384
(2,569)
(1,663,625)
1,597,807
(175,215)
(126,364)
(4,419)
(152,204)
(83,187)
—
4,814
(11,031)
(7,514)
1,042,687
(40,646)
57,790
613,110
$
$
200,698
(210,428)
—
15,228
(89,264)
57,415
10,410
(15,236)
(527)
—
49,164
(97,448)
(124,067)
(2,181)
73,730
(1,999)
(58,469)
546,165
(11,403)
(699,991)
413,569
—
—
(270)
(5,600)
(303,695)
—
—
(113,567)
—
(144,596)
(14,756)
(500,000)
3,633
(17,240)
—
(786,526)
(37,927)
(581,983)
555,320
$
See accompanying notes to the consolidated financial statements.
68
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1—Summary of Significant Accounting Policies:
Basis of Consolidation
The consolidated financial statements include the accounts and operations of Albemarle Corporation and our wholly owned, majority owned and
controlled subsidiaries. Unless the context otherwise indicates, the terms “Albemarle,” “we,” “us,” “our” or “the Company” mean Albemarle Corporation
and its consolidated subsidiaries. For entities that we control and are the primary beneficiary, but own less than 100%, we record the minority ownership as
noncontrolling interest, except as noted below. We apply the equity method of accounting for investments in which we have an ownership interest from
20% to 50% or where we exercise significant influence over the related investee’s operations. All significant intercompany accounts and transactions are
eliminated in consolidation.
As described further in Note 2, “Acquisitions,” we completed the acquisition of a 60% ownership interest in Mineral Resources Limited’s (“MRL”)
Wodgina hard rock lithium mine project (“Wodgina Project”) on October 31, 2019 creating a joint venture named MARBL Lithium Joint Venture
(“MARBL”). The consolidated financial statements contained herein include our proportionate share of the results of operations of the Wodgina Project,
commencing on November 1, 2019. We are entitled to a pro rata portion of 60% of all minerals (other than iron ore and tantalum) recovered from the
tenements and produced by the joint venture. The joint venture is unincorporated with each investor holding an undivided interest in each asset and
proportionately liable for each liability; therefore our proportionate share of assets, liabilities, revenue and expenses are included in the appropriate
classifications in the consolidated financial statements.
Estimates, Assumptions and Reclassifications
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires
management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
Revenue Recognition
Effective January 1, 2018, we adopted Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” and all
related amendments using the modified retrospective method. There was no material impact to our results of operations or financial position upon adoption,
and no adjustment was made to Retained earnings in our consolidated balance sheets because such adjustment was determined to be immaterial. In
addition, new presentation requirements, including separate disclosure of net sales from sources other than customers on our consolidated statements of
income and separate disclosures of contract assets or liabilities on our consolidated balance sheets, generally did not have a material impact. However,
business circumstances, including the nature of customer contracts, can change and as such, we have expanded processes and controls to recognize such
changes, and as necessary, consider whether any of these currently immaterial items might differ in the future.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services, and is recognized
when performance obligations are satisfied under the terms of contracts with our customers. A performance obligation is deemed to be satisfied when
control of the product or service is transferred to our customer. The transaction price of a contract, or the amount we expect to receive upon satisfaction of
all performance obligations, is determined by reference to the contract’s terms and includes adjustments, if applicable, for any variable consideration, such
as customer rebates, noncash consideration or consideration payable to the customer, although these adjustments are generally not material. Where a
contract contains more than one distinct performance obligation, the transaction price is allocated to each performance obligation based on the standalone
selling price of each performance obligation, although these situations do not occur frequently and are generally not built into our contracts. Any
unsatisfied performance obligations are not material. Standalone selling prices are based on prices we charge to our customers, which in some cases is
based on established market prices. Sales and other similar taxes collected from customers on behalf of third parties are excluded from revenue. Our
payment terms are generally between 30 to 90 days, however, they vary by market factors, such as customer size, creditworthiness, geography and
competitive environment.
All of our revenue is derived from contracts with customers, and almost all of our contracts with customers contain one performance obligation for
the transfer of goods where such performance obligation is satisfied at a point in time. Control of a product is deemed to be transferred to the customer
upon shipment or delivery. Significant portions of our sales are sold free on board shipping point or on an equivalent basis, while delivery terms of other
transactions are based upon specific contractual arrangements. Our standard terms of delivery are generally included in our contracts of sale, order
confirmation documents and invoices, while the timing between shipment and delivery generally ranges between 1 and 45 days. Costs for shipping and
69
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
handling activities, whether performed before or after the customer obtains control of the goods, are accounted for as fulfillment costs.
The Company currently utilizes the following practical expedients, as permitted by Accounting Standards Codification (“ASC”) 606, Revenue from
Contracts with Customers:
• All sales and other pass-through taxes are excluded from contract value;
•
In utilizing the modified retrospective transition method, no adjustment was necessary for contracts that did not cross over the reporting year;
• We will not consider the possibility of a contract having a significant financing component (which would effectively attribute a portion of the sales
price to interest income) unless, if at contract inception, the expected payment terms (from time of delivery or other relevant criterion) are more
than one year;
•
If our right to customer payment is directly related to the value of our completed performance, we recognize revenue consistent with the invoicing
right; and
• We expense as incurred all costs of obtaining a contract incremental to any costs/compensation attributable to individual product sales/shipments
for contracts where the amortization period for such costs would otherwise be one year or less.
Certain products we produce are made to our customer’s specifications where such products have limited alternative use or would need significant
rework costs in order to be sold to another customer. In management’s judgment, control of these arrangements is transferred to the customer at a point in
time (upon shipment or delivery) and not over the time they are produced. Therefore revenue is recognized upon shipment or delivery of these products.
Costs incurred to obtain contracts with customers are not significant and are expensed immediately as the amortization period would be one year or
less. When the Company incurs pre-production or other fulfillment costs in connection with an existing or specific anticipated contract and such costs are
recoverable through margin or explicitly reimbursable, such costs are capitalized and amortized to Cost of goods sold on a systematic basis that is
consistent with the pattern of transfer to the customer of the goods or services to which the asset relates, which is less than one year. We record bad debt
expense in specific situations when we determine the customer is unable to meet its financial obligation.
Included in Trade accounts receivable at December 31, 2020 and 2019 is approximately $522.3 million and $602.1 million, respectively, arising from
contracts with customers. The remaining balance of Trade accounts receivable at December 31, 2020 and 2019 primarily includes value-added taxes
collected from customers on behalf of various taxing authorities.
Cash and Cash Equivalents
Cash and cash equivalents include cash and money market investments with insignificant interest rate risks and no limitations on access.
Inventories
Inventories are stated at lower of cost and net realizable value with cost determined primarily on the first-in, first-out basis. Cost is determined on the
weighted-average basis for a small portion of our inventories at foreign plants and our stores, supplies and other inventory. A portion of our domestic
produced finished goods and raw materials are determined on the last-in, first-out basis.
Property, Plant and Equipment
Property, plant and equipment include costs of assets constructed, purchased or leased under a finance lease, related delivery and installation costs and
interest incurred on significant capital projects during their construction periods. Expenditures for renewals and betterments also are capitalized, but
expenditures for normal repairs and maintenance are expensed as incurred. Costs associated with yearly planned major maintenance are generally deferred
and amortized over 12 months or until the same major maintenance activities must be repeated, whichever is shorter. The cost and accumulated
depreciation applicable to assets retired or sold are removed from the respective accounts, and gains or losses thereon are included in income.
We assign the useful lives of our property, plant and equipment based upon our internal engineering estimates which are reviewed periodically. The
estimated useful lives of our property, plant and equipment range from two to sixty years and
70
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
depreciation is recorded on the straight-line method, with the exception of our mineral rights and reserves, which are depleted on a units-of-production
method.
We evaluate the recovery of our property, plant and equipment by comparing the net carrying value of the asset group to the undiscounted net cash
flows expected to be generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying
amount may not be recoverable. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the
carrying amount exceeds the fair value, an impairment loss is recognized.
Leases
Effective January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016-02, “Leases” and all related amendments using the modified
retrospective method. Adoption of the new standard resulted in the recording of additional net lease assets and lease liabilities of $139.1 million as of
January 1, 2019. Comparative periods have not been restated and are reported in accordance with our historical accounting. The standard did not have an
impact on our consolidated Net income or cash flows. In addition, as a result of the adoption of this new standard, we have implemented internal controls
and system changes to prepare the financial information.
As part of this adoption, we have elected the practical expedient relief package allowed by the new standard, which does not require the reassessment
of (1) whether existing contracts contain a lease, (2) the lease classification or (3) unamortized initial direct costs for existing leases; and have elected to
apply hindsight to the existing leases. Additionally, we have made accounting policy elections such as exclusion of short-term leases (leases with a term of
12 months or less and which do not include a purchase option that we are reasonably certain to exercise) from the balance sheet presentation, use of
portfolio approach in determination of discount rate and accounting for non-lease components in a contract as part of a single lease component for all asset
classes, except specific mining operation equipment.
We determine if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term
and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
commencement date based on the present value of lease payments over the lease term. As an implicit rate for most of our leases is not determinable, we use
our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The lease
payments for the initial measurement of lease ROU assets and lease liabilities include fixed and variable payments based on an index or a rate. Variable
lease payments that are not index or rate based are recorded as expenses when incurred. Our variable lease payments typically include real estate taxes,
insurance costs and common-area maintenance. The operating lease ROU asset also includes any lease payments made, net of lease incentives. The lease
term is the non-cancelable period of the lease, including any options to extend, purchase or terminate the lease when it is reasonably certain that we will
exercise that option. We amortize the operating lease ROU assets on a straight-line basis over the period of the lease and the finance lease ROU assets on a
straight-line basis over the shorter of their estimated useful lives or the lease terms. Leases with an initial term of 12 months or less are not recorded on the
balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.
Resource Development Expenses
We incur costs in resource exploration, evaluation and development during the different phases of our resource development projects. Exploration
costs incurred before the declaration of proven and probable resources are generally expensed as incurred. After proven and probable resources are
declared, exploration, evaluation and development costs necessary to bring the property to commercial capacity or increase the capacity or useful life are
capitalized. Any costs to maintain the production capacity in a property under production are expensed as incurred.
Capitalized resource costs are depleted using the units-of-production method. Our resource development assets are evaluated for impairment when
events or changes in circumstances indicate that the carrying amount may not be recoverable.
Investments
Investments are accounted for using the equity method of accounting if the investment gives us the ability to exercise significant influence, but not
control, over the investee. Significant influence is generally deemed to exist if we have an ownership interest in the voting stock of the investee between
20% and 50%, although other factors, such as representation on the investee’s board of directors and the impact of commercial arrangements, are
considered in determining whether the equity method of accounting is appropriate. Under the equity method of accounting, we record our investments in
equity-method investees in the consolidated balance sheets as Investments and our share of investees’ earnings or losses together with other-
71
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
than-temporary impairments in value as Equity in net income of unconsolidated investments in the consolidated statements of income. We evaluate our
equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be
impaired. If a decline in the value of an equity method investment is determined to be other than temporary, a loss is recorded in earnings in the current
period.
Certain mutual fund investments are accounted for as trading equities and are marked-to-market on a periodic basis through the consolidated
statements of income. Investments in joint ventures and nonmarketable securities of immaterial entities are estimated based upon the overall performance
of the entity where financial results are not available on a timely basis.
Environmental Compliance and Remediation
Environmental compliance costs include the cost of purchasing and/or constructing assets to prevent, limit and/or control pollution or to monitor the
environmental status at various locations. These costs are capitalized and depreciated based on estimated useful lives. Environmental compliance costs also
include maintenance and operating costs with respect to pollution prevention and control facilities and other administrative costs. Such operating costs are
expensed as incurred. Environmental remediation costs of facilities used in current operations are generally immaterial and are expensed as incurred. We
accrue for environmental remediation costs and post-remediation costs that relate to existing conditions caused by past operations at facilities or off-plant
disposal sites in the accounting period in which responsibility is established and when the related costs are estimable. In developing these cost estimates,
we evaluate currently available facts regarding each site, with consideration given to existing technology, presently enacted laws and regulations, prior
experience in remediation of contaminated sites, the financial capability of other potentially responsible parties and other factors, subject to uncertainties
inherent in the estimation process. If the amount and timing of the cash payments for a site are fixed or reliably determinable, the liability is discounted, if
the calculated discount is material. Additionally, these estimates are reviewed periodically, with adjustments to the accruals recorded as necessary.
Research and Development Expenses
Our research and development expenses related to present and future products are expensed as incurred. These expenses consist primarily of
personnel-related costs and other overheads, as well as outside service and consulting costs incurred for specific programs. Our U.S. facilities in Michigan,
Pennsylvania, Texas and Louisiana and our global facilities in the Netherlands, Germany, Belgium and Korea form the capability base for our contract
research and custom manufacturing businesses. These business areas provide research and scale-up services primarily to innovative life science companies.
Goodwill and Other Intangible Assets
We account for goodwill and other intangibles acquired in a business combination in conformity with current accounting guidance that requires that
goodwill and indefinite-lived intangible assets not be amortized.
We test goodwill for impairment by comparing the estimated fair value of our reporting units to the related carrying value. Our reporting units are
either our operating business segments or one level below our operating business segments for which discrete financial information is available and for
which operating results are regularly reviewed by the business management. We estimate the fair value based on present value techniques involving future
cash flows. Future cash flows for all reporting units include assumptions about revenue growth rates, adjusted EBITDA margins, discount rate as well as
other economic or industry-related factors. For the Refining Solutions reporting unit, the revenue growth rates, adjusted EBITDA margins and the discount
rate were deemed to be significant assumptions. Significant management judgment is involved in estimating these variables and they include inherent
uncertainties since they are forecasting future events. We perform a sensitivity analysis by using a range of inputs to confirm the reasonableness of these
estimates being used in the goodwill impairment analysis. We use a Weighted Average Cost of Capital (“WACC”) approach to determine our discount rate
for goodwill recoverability testing. Our WACC calculation incorporates industry-weighted average returns on debt and equity from a market perspective.
The factors in this calculation are largely external to the Company and, therefore, are beyond our control. We test our recorded goodwill for impairment in
the fourth quarter of each year or upon the occurrence of events or changes in circumstances that would more likely than not reduce the fair value of our
reporting units below their carrying amounts. The Company performed its annual goodwill impairment test as of October 31, 2020 and did not note any
impairment indicators. As a result, the Company concluded there was no impairment as of that date.
We assess our indefinite-lived intangible assets, which include trade names and trademarks, for impairment annually and between annual tests if
events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The indefinite-lived intangible asset impairment
standard allows us to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if we
determine, based on the qualitative assessment, that it is
72
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
more likely than not that the indefinite-lived intangible asset’s fair value is less than its carrying amount. If we determine based on the qualitative
assessment that it is more likely than not that the asset is impaired, an impairment test is performed by comparing the fair value of the indefinite-lived
intangible asset to its carrying amount.
Definite-lived intangible assets, such as purchased technology, patents and customer lists, are amortized over their estimated useful lives generally
for periods ranging from five to twenty-five years. Except for customer lists and relationships associated with the majority of our Lithium business, which
are amortized using the pattern of economic benefit method, definite-lived intangible assets are amortized using the straight-line method. We evaluate the
recovery of our definite-lived intangible assets by comparing the net carrying value of the asset group to the undiscounted net cash flows expected to be
generated from the use and eventual disposition of that asset group when events or changes in circumstances indicate that its carrying amount may not be
recoverable. If the carrying amount of the asset group is not recoverable, the fair value of the asset group is measured and if the carrying amount exceeds
the fair value, an impairment loss is recognized. See Note 12, “Goodwill and Other Intangibles.”
Pension Plans and Other Postretirement Benefits
Under authoritative accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. As
required, we recognize a balance sheet asset or liability for each of our pension and other postretirement benefit (“OPEB”) plans equal to the plan’s funded
status as of the measurement date. The primary assumptions are as follows:
• Discount Rate—The discount rate is used in calculating the present value of benefits, which is based on projections of benefit payments to be made
in the future.
•
•
Expected Return on Plan Assets—We project the future return on plan assets based on prior performance and future expectations for the types of
investments held by the plans, as well as the expected long-term allocation of plan assets for these investments. These projected returns reduce the
net benefit costs recorded currently.
Rate of Compensation Increase—For salary-related plans, we project employees’ annual pay increases, which are used to project employees’
pension benefits at retirement.
• Mortality Assumptions—Assumptions about life expectancy of plan participants are used in the measurement of related plan obligations.
Actuarial gains and losses are recognized annually in our consolidated statements of income in the fourth quarter and whenever a plan is determined
to qualify for a remeasurement during a fiscal year. The remaining components of pension and OPEB plan expense, primarily service cost, interest cost and
expected return on assets, are recorded on a monthly basis. The market-related value of assets equals the actual market value as of the date of measurement.
During 2020, we made changes to assumptions related to discount rates and expected rates of return on plan assets. We consider available
information that we deem relevant when selecting each of these assumptions.
In selecting the discount rates for the U.S. plans, we consider expected benefit payments on a plan-by-plan basis. As a result, the Company uses
different discount rates for each plan depending on the demographics of participants and the expected timing of benefit payments. For 2020, the discount
rates were calculated using the results from a bond matching technique developed by Milliman, which matched the future estimated annual benefit
payments of each respective plan against a portfolio of bonds of high quality to determine the discount rate. We believe our selected discount rates are
determined using preferred methodology under authoritative accounting guidance and accurately reflect market conditions as of the December 31, 2020
measurement date.
In selecting the discount rates for the foreign plans, we look at long-term yields on AA-rated corporate bonds when available. Our actuaries have
developed yield curves based on the yields on the constituent bonds in the various indices as well as on other market indicators such as swap rates,
particularly at the longer durations. For the Eurozone, we apply the Aon Hewitt yield curve to projected cash flows from the relevant plans to derive the
discount rate. For the United Kingdom (“U.K.”), the discount rate is determined by applying the Aon Hewitt yield curve for typical schemes of similar
duration to projected cash flows of Albemarle’s U.K. plan. In other countries where there is not a sufficiently deep market of high-quality corporate bonds,
we set the discount rate by referencing the yield on government bonds of an appropriate duration.
In estimating the expected return on plan assets, we consider past performance and future expectations for the types of investments held by the plan
as well as the expected long-term allocation of plan assets to these investments. In projecting the rate of compensation increase, we consider past
experience in light of movements in inflation rates.
73
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In October 2019, the SOA published the Pri-2012 Mortality Tables and an updated Improvement Scale, MP-2019. The Pri-2012 Mortality Tables are
an update to the RP-2014 Adjusted to 2006 Total Dataset Mortality while the updated improvement scale incorporates an additional year of mortality data
(2017). We revised both the base mortality tables and mortality improvement assumption by incorporating both the Pri-2012 Mortality Tables and MP-2019
Mortality Improvement Scale for purpose of measuring our U.S. pension and OPEB obligations at December 31, 2019. In October 2020, the SOA
published an updated Improvement Scale, MP-2020, which was used for the purpose of measuring our U.S. pension and OPEB obligations at December
31, 2020.
Stock-based Compensation Expense
The fair value of restricted stock awards, restricted stock unit awards and performance unit awards with a service condition are determined based on
the number of shares or units granted and the quoted price of our common stock on the date of grant, and the fair value of stock options is determined using
the Black-Scholes valuation model. The fair value of performance unit awards with a service condition and a market condition are estimated on the date of
grant using a Monte Carlo simulation model. The fair value of these awards is determined after giving effect to estimated forfeitures. Such value is
recognized as expense over the service period, which is generally the vesting period of the equity grant. To the extent restricted stock awards, restricted
stock unit awards, performance unit awards and stock options are forfeited prior to vesting in excess of the estimated forfeiture rate, the corresponding
previously recognized expense is reversed as an offset to operating expenses.
Income Taxes
We use the liability method for determining our income taxes, under which current and deferred tax liabilities and assets are recorded in accordance
with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax
rate expected to be in effect when taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is
more likely than not. In order to record deferred tax assets and liabilities, we are following guidance under Financial Accounting Standards Board
(“FASB”) ASU 2015-17, which requires deferred tax assets and liabilities to be classified as noncurrent on the balance sheet, along with any related
valuation allowance. Tax effects are released from Accumulated Other Comprehensive Income using either the specific identification approach or the
portfolio approach based on the nature of the underlying item.
Deferred income taxes are provided for the estimated income tax effect of temporary differences between the financial statement carrying amounts
and the tax basis of existing assets and liabilities. Deferred tax assets are also provided for operating losses, capital losses and certain tax credit carryovers.
A valuation allowance, reducing deferred tax assets, is established when it is more likely than not that some portion or all of the deferred tax assets will not
be realized. The realization of such deferred tax assets is dependent upon the generation of sufficient future taxable income of the appropriate character.
Although realization is not assured, we do not establish a valuation allowance when we believe it is more likely than not that a net deferred tax asset will be
realized.
We only recognize a tax benefit after concluding that it is more likely than not that the benefit will be sustained upon audit by the respective taxing
authority based solely on the technical merits of the associated tax position. Once the recognition threshold is met, we recognize a tax benefit measured as
the largest amount of the tax benefit that, in our judgment, is greater than 50% likely to be realized. Under current accounting guidance for uncertain tax
positions, interest and penalties related to income tax liabilities are included in Income tax expense on the consolidated statements of income.
We have designated the undistributed earnings of a portion of our foreign operations as indefinitely reinvested and as a result we do not provide for
deferred income taxes on the unremitted earnings of these subsidiaries. Our foreign earnings are computed under U.S. federal tax earnings and profits, or
E&P, principles. In general, to the extent our financial reporting book basis over tax basis of a foreign subsidiary exceeds these E&P amounts, deferred
taxes have not been provided as they are essentially permanent in duration. The determination of the amount of such unrecognized deferred tax liability is
not practicable. We provide for deferred income taxes on our undistributed earnings of foreign operations that are not deemed to be indefinitely invested.
We will continue to evaluate our permanent investment assertion taking into consideration all relevant and current tax laws.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss comprises principally foreign currency translation adjustments, amounts related to the revaluation of our
euro-denominated senior notes which were designated as a hedge of our net investment in foreign operations in 2014, a realized loss on a forward starting
interest rate swap entered into in 2014 which was designated as a cash flow hedge, gains or losses on foreign currency cash flow hedges designated as
effective hedging instruments, and deferred income taxes related to the aforementioned items.
74
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency Translation
The assets and liabilities of all foreign subsidiaries were prepared in their respective functional currencies and translated into U.S. Dollars based on
the current exchange rate in effect at the balance sheet dates, while income and expenses were translated at average exchange rates for the periods
presented. Translation adjustments are reflected as a separate component of equity.
Foreign exchange transaction and revaluation losses were $28.8 million, $27.4 million and $10.5 million for the years ended December 31, 2020,
2019 and 2018, respectively, and are included in Other expenses, net, in our consolidated statements of income, with the unrealized portion included in
Other, net, in our consolidated statements of cash flows.
Derivative Financial Instruments
We manage our foreign currency exposures by balancing certain assets and liabilities denominated in foreign currencies and through the use of
foreign currency forward contracts from time to time, which generally expire within one year. The principal objective of such contracts is to minimize the
financial impact of changes in foreign currency exchange rates. While these contracts are subject to fluctuations in value, such fluctuations are generally
expected to be offset by changes in the value of the underlying foreign currency exposures being hedged. Gains or losses under foreign currency forward
contracts that have been designated as an effective hedging instrument under ASC 815, Derivatives and Hedging will be recorded in Accumulated other
comprehensive loss beginning on the date of designation. All other gains and losses on foreign currency forward contracts not designated as an effective
hedging instrument are recognized currently in Other expenses, net, and generally do not have a significant impact on results of operations.
We may also enter into interest rate swaps, collars or similar instruments from time to time, with the objective of reducing interest rate volatility
relating to our borrowing costs.
The counterparties to these contractual agreements are major financial institutions with which we generally have other financial relationships. We are
exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the counterparties. We do
not utilize financial instruments for trading or other speculative purposes. In the fourth quarter of 2019, we entered into a foreign currency forward contract
to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in Australia and designated it as an
effective hedging instrument under ASC 815, Derivatives and Hedging. All other foreign currency forward contracts outstanding at December 31, 2020
and 2019 have not been designated as hedging instruments under ASC 815, Derivatives and Hedging.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued accounting guidance that, among other things, changes the way entities recognize impairment of financial assets by
requiring immediate recognition of estimated credit losses expected to occur over the remaining life of the financial asset. Additional disclosures are
required regarding an entity’s assumptions, models and methods for estimating the expected credit loss. This guidance was effective for fiscal years
beginning after December 15, 2019, including interim periods within those fiscal years, and is to be applied using a modified retrospective approach. We
adopted this guidance on January 1, 2020 and it did not have a significant impact on our consolidated financial statements.
In January 2017, the FASB issued accounting guidance to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the
goodwill impairment test, which requires a reporting unit to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all
of its assets and liabilities as if that reporting unit has been acquired in a business combination. A goodwill impairment will now be the amount by which a
reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain
unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. This
guidance was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and is to be applied on a
prospective basis. We adopted this guidance on January 1, 2020 and it did not have a significant impact on our consolidated financial statements.
In December 2019, the FASB issued accounting guidance that simplifies the accounting for income taxes by removing certain exceptions to the
general principles in Accounting Standards Codification (“ASC”) Topic 740. The amendments also improve consistent application of and simplify U.S.
GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2020. We currently do not expect this guidance to have a significant impact on our consolidated
financial statements.
75
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In March 2020, the FASB issued accounting guidance that provides optional expedients and exceptions for applying US GAAP to contracts, hedging
relationships and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging
relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January
2021, the FASB issued additional accounting guidance which clarifies that certain optional expedients and exceptions apply to derivatives that are affected
by the discounting transition. The guidance under both FASB issuances is effective March 12, 2020 through December 31, 2022. We currently do not
expect this guidance to have a significant impact on our consolidated financial statements.
NOTE 2—Acquisitions:
On October 31, 2019 (the “Acquisition Closing Date”), we completed the previously announced acquisition of a 60% interest in MRL’s Wodgina
Project for a total purchase price of approximately $1.3 billion. The purchase price is comprised of $820 million in cash and the transfer of 40% interest in
certain lithium hydroxide conversion assets being built by Albemarle in Kemerton, Western Australia, valued at $480 million. The cash consideration was
initially funded by the 2019 Credit Facility entered into on August 14, 2019; see Note 14, “Long-Term Debt,” for further details. In addition, during the
year ended December 31, 2020, we paid $22.6 million of agreed upon purchase price adjustments. The stamp duty levied on the assets purchased of
$61.5 million, originally recorded as an expense based on an estimated calculation during the year ended December 31, 2019, was paid during the year
ended December 31, 2020 and is included in Change in working capital on the consolidated statement of cash flows.
In addition, we have formed an unincorporated joint venture with MRL, MARBL, for the exploration, development, mining, processing and
production of lithium and other minerals from the Wodgina Project and for the operation of the Kemerton assets. We are entitled to a pro rata portion of
60% of all minerals (other than iron ore and tantalum) recovered from the tenements and produced by the joint venture. The joint venture is unincorporated
with each investor holding an undivided interest in each asset and proportionately liable for each liability; therefore our proportionate share of assets,
liabilities, revenue and expenses are included in the appropriate classifications in the consolidated financial statements. As part of this acquisition, MARBL
Lithium Operations Pty. Ltd. (the “Manager”), an incorporated joint venture, has been formed to manage the Wodgina Project. We will consolidate our 60%
ownership interest in the Manager in our consolidated financial statements.
This acquisition provides access to a high-quality hard rock lithium source, further diversifying our global lithium resource base, and strengthens our
position by increasing capacity to support future market demand. In connection with the acquisition, we idled production of the Wodgina spodumene mine
until demand supports bringing the mine back to production.
The results of our 60% ownership interest in MARBL are reported within the Lithium segment. Included in Net income attributable to Albemarle
Corporation for the year ended December 31, 2020 and the period November 1 through December 31, 2019 were losses of approximately $20.1 million and
$73.0 million, respectively, attributable to the joint venture. Included in the loss recorded in 2019 was an estimated loss of $64.8 million related to the
stamp duties levied on the assets purchased. The adjustment to the final amount of stamp duties levied was recorded, and the full amount was paid, during
the year ended December 31, 2020 as noted above. There were no net sales attributable to the joint venture during these periods. Pro forma financial
information of the combined entities for periods prior to the acquisition is not presented due to the immaterial impact of the Net Sales and Net Income of
the Wodgina Project on our consolidated statements of income.
Purchase Price Allocation
The aggregate purchase price noted above was allocated to the major categories of assets and liabilities acquired based upon their estimated fair
values at the Acquisition Closing Date, which were based, in part, upon third-party appraisals for certain assets. The excess of the purchase price over the
preliminary estimated fair value of the net assets acquired was approximately $36.3 million and was recorded as Goodwill.
76
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the consideration paid for the joint venture and the amounts of the assets acquired and liabilities assumed as of the
acquisition date (in thousands):
Total purchase price:
Cash paid
Fair value of 40% interest in Kemerton assets
Purchase agreement completion adjustment and other adjustments
Total purchase price
Net assets acquired:
Inventories
Other current assets
Property, plant and equipment:
Land improvements
Buildings and improvements
Machinery and equipment
Mineral rights and reserves
Construction in progress
Current liabilities
(a)
Long-term debt
Other noncurrent liabilities
Total identifiable net assets
Goodwill
Total net assets acquired
$
$
$
$
820,000
480,000
22,566
1,322,566
33,900
11,280
2,912
19,268
163,662
1,046,390
103,700
(10,695)
(55,806)
(28,392)
1,286,219
36,347
1,322,566
(a) Represents finance lease acquired. See Note 18, “Leases,” for further information on the Company’s leases.
The allocation of the purchase price was finalized in the fourth quarter of 2020. There were no significant changes in our purchase price allocation
since our initial preliminary estimates reported in the fourth quarter of 2019. The fair value of the assets acquired and liabilities assumed are based on
management’s estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation
procedures and techniques. The fair value of the mineral reserves of $1,046.4 million is determined using an excess earnings approach, which requires
management to estimate future cash flows, net of capital investments in the specific operation. Management’s cash flow projections involved the use of
significant estimates and assumptions with respect to the expected production of the mine over the estimated time period, sales prices, shipment volumes,
and expected profit margins. The present value of the projected net cash flows represents the fair value assigned to mineral reserves. The discount rate is a
significant assumption used in the valuation model.
The effect of measurement-period adjustments to the estimated fair values are recognized in the reporting period in which they are determined. The
impact of all changes that do not qualify as measurement-period adjustments are included in current period earnings. If the actual results differ from the
estimates and judgments used in these fair values, the amounts recorded in the consolidated financial statements could be subject to possible impairment.
Goodwill arising from the acquisition consists largely of anticipated synergies and economies of scale from the combined companies and overall
strategic importance of the acquired businesses to Albemarle. The goodwill attributable to the acquisition will not be amortizable.
Acquisition and integration related costs
Acquisition and integration related costs relate to the acquisition, integration and potential divestitures for various significant projects, including
professional services and advisory fees related the acquisition of the Wodgina Project. These costs for the years ended December 31, 2019 and 2018 of $1.0
million and $3.7 million, respectively, were included in Cost of goods sold. Acquisition and integration related costs for the years ended December 31,
2020, 2019 and 2018 of $17.3 million, $19.7 million and $15.7 million were included in Selling, general and administrative expenses, respectively, on our
consolidated statements of income.
77
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3—Divestitures:
Polyolefin Catalysts and Components Business
On December 14, 2017, the Company signed a definitive agreement to sell the polyolefin catalysts and components portion of its Performance
Catalyst Solutions (“PCS”) business (“Polyolefin Catalysts Divestiture”) to W.R. Grace & Co., with the sale closing on April 3, 2018. We received net cash
proceeds of approximately $413.6 million and recorded a gain of $210.4 million before income taxes in 2018 related to the sale of this business. The
transaction included Albemarle’s Product Development Center located in Baton Rouge, Louisiana, and operations at its Yeosu, South Korea site. The sale
did not include the Company’s organometallics or curatives portion of its PCS business. The Polyolefin Catalysts Divestiture reflects the Company’s
commitment to investing in the future growth of its high priority businesses and returning capital to shareholders.
NOTE 4—Supplemental Cash Flow Information:
Supplemental information related to the consolidated statements of cash flows is as follows (in thousands):
2020
Year Ended December 31,
2019
2018
Cash paid during the year for:
Income taxes (net of refunds of $25,991, $7,438 and $21,459 in 2020, 2019 and
2018, respectively)
Interest (net of capitalization)
(a)
Supplemental non-cash disclosures related to investing activities:
Capital expenditures included in Accounts payable
$
$
$
52,103
66,379
139,120
$
$
$
170,450
45,532
199,451
$
$
$
157,758
49,762
134,784
(a)
Includes approximately $41 million of income taxes paid in 2018 from the gain on sale of the Polyolefin Catalysts Divestiture.
As part of the purchase price paid for the acquisition of a 60% interest in MRL’s Wodgina Project, the Company transferred $179.4 million and
$164.7 million of its construction in progress of the designated Kemerton assets during the years ended December 31, 2020 and 2019, respectively,
representing MRL’s 40% interest in the assets. The cash outflow for these assets is recorded in Capital expenditures within Cash flows from investing
activities on the consolidated statements of cash flows. The non-cash transfer of these assets is recorded in Other, net within Cash flows from operating
activities on the consolidated statements of cash flows. The Company expects to transfer a total of approximately $480 million over the construction of
these assets, as defined in the purchase agreement. See Note 2, “Acquisitions,” for further details.
Other, net within Cash flows from operating activities on the consolidated statements of cash flows for the years ended December 31, 2020, 2019 and
2018 included $30.4 million, $14.3 million and $28.4 million, respectively, representing the reclassification of the current portion of the one-time transition
tax resulting from the enactment of the Tax Cuts and Jobs Act (“TCJA”) in 2017, from Other noncurrent liabilities to Income taxes payable within current
liabilities. For additional information, see Note 21, “Income Taxes.” In addition, included in Other, net for the years ended December 31, 2020, 2019 and
2018 is $28.8 million, $27.4 million and $10.5 million, respectively, related to losses on fluctuations in foreign currency exchange rates.
78
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5—Earnings Per Share:
Basic and diluted earnings per share are calculated as follows (in thousands, except per share amounts):
Basic earnings per share
Numerator:
Net income attributable to Albemarle Corporation
Denominator:
Weighted-average common shares for basic earnings per share
Basic earnings per share
Diluted earnings per share
Numerator:
Net income attributable to Albemarle Corporation
Denominator:
Weighted-average common shares for basic earnings per share
Incremental shares under stock compensation plans
Weighted-average common shares for diluted earnings per share
Diluted earnings per share
2020
Year Ended December 31,
2019
2018
$
$
$
$
375,764
$
533,228
$
693,562
$
$
106,402
3.53
375,764
106,402
406
106,808
$
$
105,949
5.03
533,228
105,949
372
106,321
3.52
$
5.02
$
108,427
6.40
693,562
108,427
1,031
109,458
6.34
Included in the calculation of basic earnings per share are unvested restricted stock awards that contain nonforfeitable rights to dividends. At
December 31, 2020, there were 10,350 unvested shares of restricted stock awards outstanding.
We have the authority to issue 15 million shares of preferred stock in one or more classes or series. As of December 31, 2020, no shares of preferred
stock have been issued.
On February 8, 2021, we completed an underwritten public offering of 8,496,773 shares of our common stock, par value $0.01 per share, at a price to
the public of $153.00 per share. The Company also granted to the Underwriters an option to purchase up to an additional 1,274,509 shares for a period of
30 days, which was exercised. The total gross proceeds from this offering were approximately $1.5 billion, before deducting expenses, underwriting
discounts and commissions.
In November 2016, our Board of Directors authorized an increase in the number of shares the Company is permitted to repurchase under our share
repurchase program, pursuant to which the Company is now permitted to repurchase up to a maximum of 15 million shares, including those previously
authorized but not yet repurchased.
Under our existing Board authorized share repurchase program, during 2018, the Company entered into two separate accelerated share repurchase
(“ASR”) agreements with financial institutions. Under each ASR agreement, the Company paid $250 million from available cash on hand. Under the terms
of the first ASR agreement, which was completed on September 28, 2018, the Company received and retired a total of 2,680,704 shares, calculated based
on the daily Rule 10b-18 volume-weighted average prices of the Company’s common stock over the term of the ASR agreement, less an agreed discount.
Under the terms of the second ASR agreement, which was completed on December 7, 2018, the company received and retired a total of 2,581,950 shares,
calculated based on the daily Rule 10b-18 weighted average prices of the Company’s common stock over the terms of the ASR agreement, less an agreed
discount. The Company determined that each ASR agreement met the criteria to be accounted for as a forward contract indexed to its stock and was
therefore treated as an equity instrument. In total, we received and retired 5,262,654 shares under these agreements, which reduced the Company’s
weighted average shares outstanding for purposes of calculating basic and diluted earnings per share for the year ended December 31, 2018.
There were no shares of the Company’s common stock repurchased during the year ended December 31, 2020 or 2019. As of December 31, 2020,
there were 7,396,263 remaining shares available for repurchase under the Company’s authorized share repurchase program.
79
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6—Other Accounts Receivable:
Other accounts receivable consist of the following at December 31, 2020 and 2019 (in thousands):
Value added tax/consumption tax
Other
Total
NOTE 7—Inventories:
The following table provides a breakdown of inventories at December 31, 2020 and 2019 (in thousands):
Finished goods
Raw materials and work in process
Stores, supplies and other
(a)
Total
December 31,
2020
2019
45,309
16,649
61,958
$
$
52,059
15,492
67,551
December 31,
2020
2019
454,162
219,896
76,179
750,237
$
$
495,639
205,781
67,564
768,984
$
$
$
$
(a)
Included $129.6 million and $109.3 million at December 31, 2020 and 2019, respectively, of work in process in our Lithium segment.
Approximately 8% and 10% of our inventories are valued using the last-in, first-out (“LIFO”) method at December 31, 2020 and 2019, respectively.
The portion of our domestic inventories stated on the LIFO basis amounted to $62.2 million and $78.7 million at December 31, 2020 and 2019,
respectively, which are below replacement cost by approximately $29.7 million and $30.8 million, respectively.
NOTE 8—Other Current Assets:
Other current assets consist of the following at December 31, 2020 and 2019 (in thousands):
Income tax receivables
Prepaid expenses
Other
Total
December 31,
2020
2019
45,031
57,531
13,865
116,427
$
$
72,246
83,637
6,930
162,813
$
$
NOTE 9—Property, Plant and Equipment:
Property, plant and equipment, at cost, consist of the following at December 31, 2020 and 2019 (in thousands):
Land
Land improvements
Buildings and improvements
(a)
Machinery and equipment
Mineral rights and reserves
Construction in progress
Total
Useful
Lives
(Years)
—
10 – 30
10 – 50
2 – 45
7 – 60
—
December 31,
2020
2019
121,330
115,693
354,679
3,564,389
1,780,236
1,491,314
7,427,641
$
$
116,728
83,256
337,728
3,355,519
1,764,067
1,160,545
6,817,843
$
$
(a) Consists primarily of (1) short-lived production equipment components, office and building equipment and other equipment with estimated lives ranging 2 – 7 years,
(2) production process equipment (intermediate components) with estimated lives ranging 8 – 19 years, (3) production process equipment (major unit components) with
estimated lives ranging 20 – 29 years, and (4) production process equipment (infrastructure and other) with estimated lives ranging 30 – 45 years.
The cost of property, plant and equipment is depreciated generally by the straight-line method. Depletion of mineral rights is based on the units-of-
production method. Depreciation expense, including depletion, amounted to $203.6 million,
80
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
$183.3 million and $170.0 million during the years ended December 31, 2020, 2019 and 2018, respectively. Interest capitalized on significant capital
projects in 2020, 2019 and 2018 was $30.4 million, $30.2 million and $19.3 million, respectively.
NOTE 10—Investments:
Investments include our share of unconsolidated joint ventures, nonmarketable securities and marketable equity securities. The following table
details our investment balances at December 31, 2020 and 2019 (in thousands):
Joint ventures
Nonmarketable securities
Marketable equity securities
Total
Our ownership positions in significant unconsolidated investments are shown below:
December 31,
2020
2019
$
$
604,964
14,171
37,109
656,244
$
$
534,430
11,746
33,637
579,813
* Windfield Holdings Pty. Ltd. - a joint venture with Sichuan Tianqi Lithium Industries, Inc., that mines lithium ore
*
*
*
*
and produces lithium concentrate
Nippon Aluminum Alkyls - a joint venture with Mitsui Chemicals, Inc. that produces aluminum alkyls
Nippon Ketjen Company Limited - a joint venture with Sumitomo Metal Mining Company Limited that produces
refinery catalysts
Eurecat S.A. - a joint venture with Axens Group for refinery catalysts regeneration services
Fábrica Carioca de Catalisadores S.A. - a joint venture with Petrobras Quimica S.A. - PETROQUISA that
produces catalysts and includes catalysts research and product development activities
December 31,
2019
2018
2020
49 %
50 %
50 %
50 %
50 %
49 %
50 %
50 %
50 %
50 %
49 %
50 %
50 %
50 %
50 %
Our investment in the significant unconsolidated joint ventures above amounted to $587.6 million and $513.8 million as of December 31, 2020 and
2019, respectively, and the amount included in Equity in net income of unconsolidated investments (net of tax) in the consolidated statements of income
totaled $126.0 million, $128.0 million and $88.8 million for the years ended December 31, 2020, 2019 and 2018, respectively. Undistributed earnings
attributable to our significant unconsolidated investments represented approximately $255.4 million and $216.9 million of our consolidated retained
earnings at December 31, 2020 and 2019, respectively. All of the unconsolidated joint ventures in which we have investments are private companies and
accordingly do not have a quoted market price available.
The following summary lists the assets, liabilities and results of operations for our significant unconsolidated joint ventures presented herein (in
thousands):
Summary of Balance Sheet Information:
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
December 31,
2020
2019
$
$
$
$
449,441
1,590,204
2,039,645
116,136
769,114
885,250
$
$
$
$
473,426
1,404,765
1,878,191
201,792
583,839
785,631
81
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Summary of Statements of Income Information:
Net sales
Gross profit
Income before income taxes
Net income
2020
Year Ended December 31,
2019
2018
$
$
$
$
597,082
266,026
225,436
157,628
$
$
$
$
910,891
496,150
384,690
229,733
$
$
$
$
829,590
456,518
332,632
225,791
We have evaluated each of the unconsolidated investments pursuant to current accounting guidance and none qualify for consolidation. Dividends
received from our significant unconsolidated investments were $87.4 million, $71.0 million and $56.4 million in 2020, 2019 and 2018, respectively.
At December 31, 2020 and 2019, the carrying amount of our investments in unconsolidated joint ventures differed from the amount of underlying
equity in net assets by approximately $32.1 million and $15.3 million, respectively. These amounts represent the differences between the value of certain
assets of the joint ventures and our related valuation on a U.S. GAAP basis.
The Company holds a 49% equity interest in Windfield Holdings Pty. Ltd. (“Windfield”), which we acquired in the Rockwood acquisition. With
regards to the Company’s ownership in Windfield, the parties share risks and benefits disproportionate to their voting interests. As a result, the Company
considers Windfield to be a variable interest entity (“VIE”). However, the Company does not consolidate Windfield as it is not the primary beneficiary. The
carrying amount of our 49% equity interest in Windfield, which is our most significant VIE, was $479.6 million and $397.2 million at December 31, 2020
and December 31, 2019, respectively. The Company’s aggregate net investment in all other entities which it considers to be VIE’s for which the Company
is not the primary beneficiary was $8.0 million and $7.6 million at December 31, 2020 and December 31, 2019, respectively. Our unconsolidated VIEs are
reported in Investments in the consolidated balance sheets. The Company does not guarantee debt for, or have other financial support obligations to, these
entities, and its maximum exposure to loss in connection with its continuing involvement with these entities is limited to the carrying value of the
investments.
In the fourth quarter of 2020, the Company divested its ownership interest in the Saudi Organometallic Chemicals Company LLC (“SOCC”) joint
venture for cash proceeds of $11.0 million. As a result of this divestiture, the Company recorded a gain of $7.2 million in Other expenses, net during the
year ended December 31, 2020.
The Company holds a 50% equity interest in Jordan Bromine Company Limited (“JBC”), reported in the Bromine Specialties segment. The
Company consolidates this venture as it is considered the primary beneficiary due to its operational and financial control.
On October 31, 2019, the Company completed the acquisition of 60% interest in MRL’s Wodgina Project and formed an unincorporated joint venture
with MRL. The joint venture is unincorporated with each investor holding an undivided interest in each asset and proportionately liable for each liability;
therefore our proportionate share of assets, liabilities, revenue and expenses are included in the appropriate classifications in the consolidated financial
statements. See Note 2, “Acquisitions,” for additional information.
We maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the obligations of our
Executive Deferred Compensation Plan (“EDCP”), subject to the claims of our creditors in the event of our insolvency. Assets of the Trust, in conjunction
with our EDCP, are accounted for as trading securities in accordance with authoritative accounting guidance. The assets of the Trust consist primarily of
mutual fund investments and are marked-to-market on a monthly basis through the consolidated statements of income. As of December 31, 2020 and 2019,
these marketable securities amounted to $32.4 million and $28.7 million, respectively.
82
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11—Other Assets:
Other assets consist of the following at December 31, 2020 and 2019 (in thousands):
(a)
Deferred income taxes
Assets related to unrecognized tax benefits
Operating leases
Other
Total
(b)
(c)
(a)
December 31,
2020
2019
$
$
20,317
24,112
136,292
38,547
219,268
$
$
15,275
26,127
133,864
37,795
213,061
(a) See Note 1, “Summary of Significant Accounting Policies” and Note 21, “Income Taxes.”
(b) See Note 18, “Leases.”
(c) As of December 31, 2019, a $28.7 million reserve was recorded against a note receivable on one of our European entities no longer deemed probable of collection. This
reserve and related receivable were written off as a result of the divestiture of our ownership interest in the SOCC joint venture. See Note 10, “Investments,” for
additional information.
NOTE 12—Goodwill and Other Intangibles:
The following table summarizes the changes in goodwill by reportable segment for the years ended December 31, 2020 and 2019 (in thousands):
Balance at December 31, 2018
(a)
Acquisitions
Foreign currency translation adjustments and other
Balance at December 31, 2019
(a)
Acquisitions
Foreign currency translation adjustments and other
Balance at December 31, 2020
Lithium
1,354,779
31,762
(15,695)
1,370,846
4,585
66,350
1,441,781
$
$
$
$
Bromine
Specialties
Catalysts
(b)
All Other
20,319
—
—
20,319
—
—
20,319
$
$
185,485
—
(4,451)
181,034
—
15,800
196,834
$
$
6,586
—
—
6,586
—
—
6,586
$
$
Total
1,567,169
31,762
(20,146)
1,578,785
4,585
82,150
1,665,520
(a) Represents purchase price adjustments for the Wodgina Project acquisition. Amount recorded during the year ended December 31, 2020 represents the finalization of
the purchase price during the one-year measurement period. See Note 2, “Acquisitions,” for additional information.
(b) Balance at December 31, 2020 consists of goodwill related to Refining Solutions (composed of our clean fuels technologies (“CFT”) and fluidized catalytic cracking
(“FCC”) catalysts and additives businesses) of $189.8 million and performance catalyst solutions (“PCS”) of $7.0 million.
83
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Other intangibles consist of the following at December 31, 2020 and 2019 (in thousands):
Trade Names and
Customer Lists
and Relationships
Trademarks
(a)
Patents and
Technology
Other
Total
Gross Asset Value
Balance at December 31, 2018
Foreign currency translation adjustments and other
Balance at December 31, 2019
Foreign currency translation adjustments and other
Balance at December 31, 2020
Accumulated Amortization
Balance at December 31, 2018
Amortization
Foreign currency translation adjustments and other
Balance at December 31, 2019
Amortization
Foreign currency translation adjustments and other
Balance at December 31, 2020
Net Book Value at December 31, 2019
Net Book Value at December 31, 2020
$
$
$
$
$
$
428,372 $
(5,910)
422,462
26,286
448,748 $
(95,797) $
(23,020)
2,068
(116,749)
(22,575)
(7,962)
(147,286) $
305,713 $
301,462 $
(a) Net Book Value includes only indefinite-lived intangible assets.
18,453 $
(366)
18,087
623
18,710 $
(8,176) $
—
238
(7,938)
—
(238)
(8,176) $
10,149 $
10,534 $
55,801 $
(781)
55,020
3,076
58,096 $
(35,248) $
(1,388)
439
(36,197)
(1,377)
(1,926)
(39,500) $
18,823 $
18,596 $
43,708 $
(2,426)
41,282
(1,418)
39,864 $
(20,970) $
(2,714)
2,339
(21,345)
(970)
964
(21,351) $
19,937 $
18,513 $
546,334
(9,483)
536,851
28,567
565,418
(160,191)
(27,122)
5,084
(182,229)
(24,922)
(9,162)
(216,313)
354,622
349,105
Useful lives range from 13 – 25 years for customer lists and relationships; 8 – 20 years for patents and technology; and primarily 5 – 25 years for
other.
Amortization of other intangibles amounted to $24.9 million, $27.1 million and $28.0 million for the years ended December 31, 2020, 2019 and
2018, respectively. Included in amortization for the years ended December 31, 2020, 2019 and 2018 is $19.1 million, $19.5 million and $19.7 million,
respectively, of amortization using the pattern of economic benefit method.
Total estimated amortization expense of other intangibles for the next five fiscal years is as follows (in thousands):
2021
2022
2023
2024
2025
NOTE 13—Accrued Expenses:
Accrued expenses consist of the following at December 31, 2020 and 2019 (in thousands):
Employee benefits, payroll and related taxes
Wodgina Project acquisition consideration obligation
Other
Total
(b)
(a)
Estimated Amortization
Expense
$
$
$
$
$
24,989
24,396
23,782
23,039
22,500
December 31,
2020
2019
$
$
102,711
137,092
200,960
440,763
$
$
82,028
260,686
233,583
576,297
84
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(a) Represents the 40% interest in the Kemerton assets, which are under construction, expected to be transferred to MRL in the next twelve months as part of the
consideration paid for the Wodgina Project acquisition. The balance as of December 31, 2019 also included $64.8 million of estimated stamp duties levied on the assets
purchased. See Note 2, “Acquisitions,” for further details.
(b) No individual component exceeds 5% of total current liabilities.
NOTE 14—Long-Term Debt:
Long-term debt consisted of the following at December 31, 2020 and 2019 (in thousands):
1.125% Notes
1.625% Notes
1.875% Senior notes
3.45% Senior notes
4.15% Senior notes
5.45% Senior notes
Floating rate notes
Credit facilities
Commercial paper notes
Variable-rate foreign bank loans
Finance lease obligations
Unamortized discount and debt issuance costs
Total long-term debt
Less amounts due within one year
Long-term debt, less current portion
December 31,
2020
2019
$
$
610,800
610,800
480,007
300,000
425,000
350,000
200,000
223,900
325,000
7,702
59,181
(20,332)
3,572,058
804,677
2,767,381
$
$
554,900
554,900
436,073
300,000
425,000
350,000
200,000
—
186,700
7,296
59,524
(24,136)
3,050,257
187,336
2,862,921
Aggregate annual maturities of long-term debt as of December 31, 2020 are as follows (in millions): 2021—$804.7; 2022—$200.0; 2023—$223.9;
2024—$425.0; 2025—$610.8; thereafter—$1,328.0.
2019 Notes
On November 25, 2019, we issued a series of notes (collectively, the “2019 Notes”) as follows:
•
•
•
•
$200.0 million aggregate principal amount of notes, bearing interest at a floating rate payable quarterly on February 15, May 15, August 15 and
November 15 of each year, beginning in 2020 (“Floating Rate Notes”), with the interest rate reset on each interest payment date. Borrowings
under these notes bear interest at a floating rate based on the 3-month London inter-bank offered rate (“LIBOR”) plus 105 basis points. The
applicable floating interest rate for the current interest period is 1.271%. These notes mature on November 15, 2022.
€500.0 million aggregate principal amount of notes, bearing interest at a rate of 1.125% payable annually on November 25 of each year,
beginning in 2020. The effective interest rate on these notes is approximately 1.30%. These notes mature on November 25, 2025.
€500.0 million aggregate principal amount of notes, bearing interest at a rate of 1.625% payable annually on November 25 of each year,
beginning in 2020. The effective interest rate on these notes is approximately 1.74%. These notes mature on November 25, 2028.
$300.0 million aggregate principal amount of senior notes, bearing interest at a rate of 3.45% payable semi-annually on May 15 and November
15 of each year, beginning in 2020. The effective interest rate on these senior notes is approximately 3.58%. These senior notes mature on
November 15, 2029.
The net proceeds from the issuance of the 2019 Notes were used to repay the $1.0 billion balance of the 2019 Credit Facility (see below for further
details), a large portion of approximately $370 million of commercial paper notes, the remaining balance of $175.2 million of the senior notes issued on
December 10, 2010 (“2010 Senior Notes”), and for general corporate purposes. The 2010 Senior Notes were originally due to mature on December 15,
2020 and bore interest at a rate of 4.50%. During the year ended December 31, 2019, we recorded a loss on early extinguishment of debt of $4.8 million in
Interest and financing expenses, representing the tender premiums, fees, unamortized discounts and unamortized deferred financing costs from the
redemption of the 2010 Senior Notes.
85
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2014 Senior Notes
We currently have the following senior notes outstanding, initially issued in the fourth quarter of 2014:
•
•
•
€393.0 million aggregate principal amount of senior notes, issued on December 8, 2014, bearing interest at a rate of 1.875% payable annually on
December 8 of each year, beginning in 2015. The effective interest rate on these senior notes is approximately 2.10%. These senior notes mature
on December 8, 2021.
$425.0 million aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of 4.15% payable semi-
annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately
5.06%. These senior notes mature on December 1, 2024.
$350.0 million aggregate principal amount of senior notes, issued on November 24, 2014, bearing interest at a rate of 5.45% payable semi-
annually on June 1 and December 1 of each year, beginning June 1, 2015. The effective interest rate on these senior notes is approximately
5.50%. These senior notes mature on December 1, 2044.
On January 22, 2014, we entered into a pay fixed, receive variable rate forward starting interest rate swap, with a notional amount of $325.0 million,
with J.P. Morgan Chase Bank, N.A., to be effective October 15, 2014. Our risk management objective and strategy for undertaking this hedge was to
eliminate the variability in the interest rate and partial credit spread on the 20 future semi-annual coupon payments that we will pay in connection with our
4.15% senior notes. On October 15, 2014, the swap was settled, resulting in a payment to the counterparty of $33.4 million. This amount was recorded in
Accumulated other comprehensive loss and is being amortized to interest expense over the life of the 4.15% senior notes. The amount to be reclassified to
interest expense from Accumulated other comprehensive loss during the next twelve months is approximately $3.3 million.
On December 18, 2014, the carrying value of the 1.875% Euro-denominated senior notes was designated as an effective hedge of our net investment
in foreign subsidiaries where the Euro serves as the functional currency, and beginning on the date of designation, gains or losses on the revaluation of
these senior notes to our reporting currency have been and will be recorded in Accumulated other comprehensive loss. During the years ended
December 31, 2020, 2019 and 2018, (losses) gains of ($34.2) million, $8.4 million and $25.8 million (net of income taxes), respectively, were recorded in
Accumulated other comprehensive loss in connection with the revaluation of these senior notes to our reporting currency.
Credit Agreements
Our revolving, unsecured credit agreement dated as of June 21, 2018, as amended on August 14, 2019 (the “2018 Credit Agreement”), currently
provides for borrowings of up to $1.0 billion and matures on August 9, 2024. Borrowings under the 2018 Credit Agreement bear interest at variable rates
based on an average LIBOR for deposits in the relevant currency plus an applicable margin which ranges from 0.910% to 1.500%, depending on the
Company’s credit rating from Standard & Poor’s Ratings Services LLC (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Inc.
(“Fitch”). The applicable margin on the facility was 1.325% as of December 31, 2020. There were no borrowings outstanding under the 2018 Credit
Agreement as of December 31, 2020.
On August 14, 2019, the Company entered into a $1.2 billion unsecured credit facility (the “2019 Credit Facility”) with several banks and other
financial institutions, which was amended and restated on December 15, 2020. The lenders’ commitment to provide loans under the 2019 Credit Facility
terminates on December 10, 2021, with each such loan maturing one year after the funding of such loan. The Company can request that the maturity date of
loans be extended for a period of up to four additional years, but any such extension is subject to the approval of the lenders. Borrowings under the
amended 2019 Credit Facility bear interest at variable rates based on an average LIBOR for deposits in the relevant currency plus an applicable margin
which ranges from 1.125% to 1.750%, depending on the Company’s credit rating from S&P, Moody’s and Fitch. The applicable margin on the credit
facility was 1.500% as of December 31, 2020. In October 2019, we borrowed $1.0 billion under this credit facility to fund the cash portion of the October
31, 2019 acquisition of a 60% interest in MRL’s Wodgina Project and for general corporate purposes and as noted above, such amount was repaid in full in
November 2019. In April 2020, the Company borrowed the remaining $200 million under the 2019 Credit Facility, which remained outstanding as of
December 31, 2020 and matures in April 2023, to be used for general corporate purposes. As part of the December 2020 amendment, the Company is
permitted up to two additional borrowings in an aggregate amount equal to $500 million for general corporate purposes.
Borrowings under the 2019 Credit Facility and 2018 Credit Agreement (together “the Credit Agreements”) are conditioned upon satisfaction of
certain conditions precedent, including the absence of defaults. The Company is subject to one financial covenant, as well as customary affirmative and
negative covenants. The financial covenant initially required that the Company’s consolidated funded debt to consolidated EBITDA ratio (as such terms are
defined in the Credit Agreements) to be less than or equal to 3.50:1, subject to adjustments in accordance with the terms of the Credit Agreements relating
to a
86
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
consummation of an acquisition where the consideration includes cash proceeds from issuance of funded debt in excess of $500 million. As a result of the
uncertainty of the overall financial impact of the COVID-19 pandemic, the Company amended the Credit Agreements on May 11, 2020 to modify its
financial covenant based on the Company’s current expectations. The amendment effects changes to certain provisions of the Credit Agreements,
including: (a) conversion of the consolidated funded debt to consolidated EBITDA ratio to a consolidated net funded debt to consolidated EBITDA ratio;
(b) carving-out third party sales of accounts receivables from the Securitization Transaction definition; (c) setting the consolidated net funded debt to
consolidated EBITDA ratio to 4.00:1 for the fiscal quarter ending June 30, 2020, 4.50:1 for the fiscal quarters through September 30, 2021, 4.00:1 for the
fiscal quarter ending December 31, 2021, and 3.50:1 for fiscal quarters thereafter; and (d) reducing the priority debt basket to 24% of Consolidated Net
Tangible Assets, as defined in the Credit Agreements, through and including December 31, 2021. As part of this amendment, the Company agreed to pay a
10 basis point fee on the consenting lenders commitments under the Credit Agreements. If conditions caused by the COVID-19 pandemic worsen and the
Company’s earnings and cash flow from operations do not start to recover as contemplated in the Company's current plans, the Company may not be able
to maintain compliance with its amended financial covenants and it will require the Company to seek additional amendments to the Credit Agreements. If
the Company is not able to obtain such necessary additional amendments, this would lead to an event of default and its lenders could require the Company
to repay its outstanding debt. In that situation, the Company may not be able to raise sufficient debt or equity capital, or divest assets, to refinance or repay
the lenders. The Credit Agreements also contain customary default provisions, including defaults for non-payment, breach of representations and
warranties, insolvency, non-performance of covenants and cross-defaults to other material indebtedness.
Commercial Paper Notes
On May 29, 2013, we entered into agreements to initiate a commercial paper program on a private placement basis under which we may issue
unsecured commercial paper notes (the “Commercial Paper Notes”) from time-to-time up to a maximum aggregate principal amount outstanding at any
time of $750.0 million. The proceeds from the issuance of the Commercial Paper Notes are expected to be used for general corporate purposes, including
the repayment of other debt of the Company. The Credit Agreements are available to repay the Commercial Paper Notes, if necessary. Aggregate
borrowings outstanding under the Credit Agreements and the Commercial Paper Notes will not exceed the $1.2 billion current maximum amount available
under the Credit Agreements. The Commercial Paper Notes will be sold at a discount from par, or alternatively, will be sold at par and bear interest at rates
that will vary based upon market conditions at the time of issuance. The maturities of the Commercial Paper Notes will vary but may not exceed 397 days
from the date of issue. The definitive documents relating to the commercial paper program contain customary representations, warranties, default and
indemnification provisions. At December 31, 2020, we had $325.0 million of Commercial Paper Notes outstanding bearing a weighted-average interest rate
of approximately 0.51% and a weighted-average maturity of 16 days.
Other
We have additional uncommitted credit lines with various U.S. and foreign financial institutions that provide for borrowings of up to approximately
$220 million at December 31, 2020. Outstanding borrowings under these agreements were $7.7 million and $7.3 million at December 31, 2020 and 2019,
respectively. The average interest rate on borrowings under these agreements during 2020, 2019 and 2018 was approximately 0.36%, 0.36% and 0.69%,
respectively.
At December 31, 2020 and 2019, we had the ability and intent to refinance our borrowings under our other existing credit lines with borrowings
under the Credit Agreements. Therefore, the amounts outstanding under those credit lines, if any, are classified as long-term debt at December 31, 2020 and
2019. At December 31, 2020, we had the ability to borrow $1.18 billion under our commercial paper program and the Credit Agreements.
We believe that as of December 31, 2020, we were, and currently are, in compliance with all of our debt covenants.
NOTE 15—Pension Plans and Other Postretirement Benefits:
We maintain various noncontributory defined benefit pension plans covering certain employees, primarily in the U.S., the U.K., Germany and Japan.
We also have a contributory defined benefit plan covering certain Belgian employees. The benefits for these plans are based primarily on compensation
and/or years of service. Our U.S. and U.K. defined benefit plans for non-represented employees are closed to new participants, with no additional benefits
accruing under these plans as participants’ accrued benefits have been frozen. The funding policy for each plan complies with the requirements of relevant
governmental laws and regulations. The pension information for all periods presented includes amounts related to salaried and hourly plans.
87
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The following provides a reconciliation of benefit obligations, plan assets and funded status, as well as a summary of significant assumptions, for our
defined benefit pension plans (in thousands):
Change in benefit obligations:
Benefit obligation at January 1
Service cost
Interest cost
Plan amendments
Actuarial loss
Benefits paid
Employee contributions
Foreign exchange loss (gain)
Settlements/curtailments
Other
Benefit obligation at December 31
Change in plan assets:
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Benefits paid
Employee contributions
Foreign exchange gain
Settlements/curtailments
Other
Fair value of plan assets at December 31
Funded status at December 31
Year Ended December 31, 2020
Year Ended December 31, 2019
U.S. Pension Plans
Foreign Pension Plans
U.S. Pension Plans
Foreign Pension Plans
$
$
$
$
$
678,720
849
23,402
—
79,780
(41,800)
—
—
—
—
740,951
556,683
75,715
3,630
(41,800)
—
—
—
—
594,228
(146,723)
$
$
$
$
$
258,374
4,000
3,357
593
19,571
(9,905)
101
19,858
(5,866)
302
290,385
81,466
8,173
9,653
(9,905)
101
4,110
(4,279)
(78)
89,241
(201,144)
$
$
$
$
$
635,866
730
28,199
—
56,108
(42,183)
—
—
—
—
678,720
513,075
82,926
2,865
(42,183)
—
—
—
—
556,683
(122,037)
$
$
$
$
$
240,303
3,680
4,998
—
21,588
(10,088)
133
(1,772)
(398)
(70)
258,374
70,584
9,417
10,572
(10,088)
133
1,316
(398)
(70)
81,466
(176,908)
December 31, 2020
December 31, 2019
U.S. Pension Plans
Foreign Pension Plans
U.S. Pension Plans
Foreign Pension Plans
Amounts recognized in consolidated balance
sheets:
Current liabilities (accrued expenses)
Noncurrent liabilities (pension benefits)
Net pension liability
Amounts recognized in accumulated other
comprehensive (loss) income:
Prior service benefit
Net amount recognized
$
$
$
$
Weighted-average assumptions used to determine
benefit obligations at December 31:
Discount rate
Rate of compensation increase
(1,217)
(145,506)
(146,723)
—
—
2.50 %
— %
$
$
$
$
88
$
$
$
$
(5,832)
(195,312)
(201,144)
(433)
(433)
0.86 %
3.82 %
$
$
$
$
(1,224)
(120,813)
(122,037)
—
—
3.56 %
— %
(5,648)
(171,260)
(176,908)
224
224
1.33 %
3.72 %
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The accumulated benefit obligation for all defined benefit pension plans was $1.02 billion and $927.6 million at December 31, 2020 and 2019,
respectively.
Postretirement medical benefits and life insurance is provided for certain groups of U.S. retired employees. Medical and life insurance benefit costs
have been funded principally on a pay-as-you-go basis. Although the availability of medical coverage after retirement varies for different groups of
employees, the majority of employees who retire before becoming eligible for Medicare can continue group coverage by paying a portion of the cost of a
monthly premium designed to cover the claims incurred by retired employees subject to a cap on payments allowed. The availability of group coverage for
Medicare-eligible retirees also varies by employee group with coverage designed either to supplement or coordinate with Medicare. Retirees generally pay
a portion of the cost of the coverage. Plan assets for retiree life insurance are held under an insurance contract and are reserved for retiree life insurance
benefits. In 2005, the postretirement medical benefit available to U.S. employees was changed to provide that employees who are under age 50 as of
December 31, 2005 would no longer be eligible for a company-paid retiree medical premium subsidy. Employees who are of age 50 and above as of
December 31, 2005 and who retire after January 1, 2006 will have their retiree medical premium subsidy capped. Effective January 1, 2008, our medical
insurance for certain groups of U.S. retired employees is now insured through a medical carrier.
The following provides a reconciliation of benefit obligations, plan assets and funded status, as well as a summary of significant assumptions, for our
postretirement benefit plans (in thousands):
Change in benefit obligations:
Benefit obligation at January 1
Service cost
Interest cost
Actuarial (gain) loss
Benefits paid
Benefit obligation at December 31
Change in plan assets:
Fair value of plan assets at January 1
Employer contributions
Benefits paid
Fair value of plan assets at December 31
Funded status at December 31
Amounts recognized in consolidated balance sheets:
Current liabilities (accrued expenses)
Noncurrent liabilities (postretirement benefits)
Net postretirement liability
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate
Rate of compensation increase
89
Year Ended December 31,
2020
Other Postretirement
Benefits
2019
Other Postretirement
Benefits
$
$
$
$
$
55,089
105
1,871
(2,571)
(3,151)
51,343
—
3,151
(3,151)
—
(51,343)
$
$
$
$
$
50,390
98
2,197
5,445
(3,041)
55,089
—
3,041
(3,041)
—
(55,089)
December 31,
2020
Other Postretirement
Benefits
2019
Other Postretirement
Benefits
$
$
(3,268)
(48,075)
(51,343)
$
$
2.49 %
3.50 %
(4,190)
(50,899)
(55,089)
3.53 %
3.50 %
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The components of pension benefits cost (credit) are as follows (in thousands):
Service cost
Interest cost
Expected return on assets
Actuarial loss (gain)
Amortization of prior service benefit
Total net pension benefits cost (credit)
Weighted-average assumption percentages:
Discount rate
Expected return on plan assets
Rate of compensation increase
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Year Ended
December 31, 2018
U.S. Pension
Plans
Foreign Pension
Plans
U.S. Pension
Plans
Foreign Pension
Plans
U.S. Pension
Plans
Foreign Pension
Plans
$
$
849
23,402
(36,957)
40,653
—
27,947
$
$
4,000
3,357
(3,274)
14,189
36
18,308
$
$
730
28,199
(33,926)
7,106
—
2,109
$
$
3,680
4,998
(3,837)
16,784
37
21,662
$
$
1,043
26,804
(38,621)
30,234
60
19,520
$
$
3,919
5,144
(4,204)
(10,833)
34
(5,940)
3.56 %
6.88 %
— %
1.33 %
4.07 %
3.72 %
4.59 %
6.89 %
— %
2.15 %
5.51 %
3.63 %
4.03 %
6.89 %
— %
1.94 %
5.52 %
3.18 %
Effective January 1, 2021, the weighted-average expected rate of return on plan assets for the U.S. and foreign defined benefit pension plans is 6.88%
and 4.12%, respectively.
The components of postretirement benefits cost (credit) are as follows (in thousands):
Service cost
Interest cost
Expected return on assets
Actuarial (gain) loss
Amortization of prior service benefit
Total net postretirement benefits (credit) cost
Weighted-average assumption percentages:
Discount rate
Expected return on plan assets
Rate of compensation increase
2020
Other Postretirement
Benefits
Year Ended December 31,
2019
Other Postretirement
Benefits
2018
Other Postretirement
Benefits
$
$
105
1,871
—
(2,573)
—
(597)
$
$
3.53 %
— %
3.50 %
$
$
98
2,197
—
5,449
—
7,744
4.55 %
— %
3.50 %
117
2,168
(7)
(5,400)
(48)
(3,170)
3.99 %
7.00 %
3.50 %
All components of net benefit cost (credit), other than service cost, are included in Other expenses, net on the consolidated statements of income.
The mark-to-market actuarial loss in 2020 is primarily attributable to a decrease in the weighted-average discount rate to 2.50% from 3.56% for our
U.S. pension plans and to 0.86% from 1.33% for our foreign pension plans to reflect market conditions as of the December 31, 2020 measurement date.
This was partially offset by a higher return on pension plan assets in 2020 than was expected, as a result of overall market and investment portfolio
performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 13.15% versus an expected return of 6.52%.
The mark-to-market actuarial loss in 2019 is primarily attributable to a decrease in the weighted-average discount rate to 3.56% from 4.59% for our
U.S. pension plans and to 1.33% from 2.15% for our foreign pension plans to reflect market conditions as of the December 31, 2019 measurement date.
This was partially offset by a higher return on pension plan assets in 2019 than was expected, as a result of overall market and investment portfolio
performance. The weighted-average actual return on our U.S. and foreign pension plan assets was 15.82% versus an expected return of 6.72%.
90
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The mark-to-market actuarial loss in 2018 is primarily attributable to a lower return on pension plan assets in 2018 than was expected, as a result of
overall market and investment portfolio performance. The weighted-average actual return on our U.S. and foreign pension plan assets was (4.55)% versus
an expected return of 6.73%. The mark-to-market actuarial loss in 2018 was partially offset by an increase in the weighted-average discount rate to 4.59%
from 4.03% for our U.S. pension plans and to 2.15% from 1.94% for our foreign pension plans to reflect market conditions as of the December 31, 2018
measurement date.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar
assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
Level 3
Unobservable inputs for the asset or liability
We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value measurement. Investments for which market quotations are readily available are valued at the
closing price on the last business day of the year. Listed securities for which no sale was reported on such date are valued at the mean between the last
reported bid and asked price. Securities traded in the over-the-counter market are valued at the closing price on the last business day of the year or at bid
price. The net asset value of shares or units is based on the quoted market value of the underlying assets. The market value of corporate bonds is based on
institutional trading lots and is most often reflective of bid price. Government securities are valued at the mean between bid and ask prices. Holdings in
private equity securities are typically valued using the net asset valuations provided by the underlying private investment companies.
The following tables set forth the assets of our pension and postretirement plans that were accounted for at fair value on a recurring basis as of
December 31, 2020 and 2019 (in thousands):
Pension Assets:
(a)
(b)
Domestic Equity
International Equity
Fixed Income
Absolute Return Measured at Net Asset Value
Cash
(c)
(d)
Total Pension Assets
Pension Assets:
(a)
(b)
Domestic Equity
International Equity
Fixed Income
Absolute Return Measured at Net Asset Value
Cash
(c)
(d)
Total Pension Assets
December 31, 2020
Quoted Prices in
Active Markets for
Identical Items (Level
1)
Quoted Prices in
Active Markets for
Similar Items (Level
2)
Unobservable Inputs
(Level 3)
142,280
139,611
319,998
78,787
2,793
683,469
$
$
140,548
113,174
270,589
—
2,793
527,104
$
$
1,732
26,437
49,409
—
—
77,578
$
$
—
—
—
—
—
—
December 31, 2019
Quoted Prices in
Active Markets for
Identical Items (Level
1)
Quoted Prices in
Active Markets for
Similar Items (Level
2)
Unobservable Inputs
(Level 3)
119,842
126,828
317,667
73,777
35
638,149
$
$
118,255
95,246
279,731
—
35
493,267
$
$
1,587
31,582
37,936
—
—
71,105
$
$
—
—
—
—
—
—
$
$
$
$
(a) Consists primarily of U.S. stock funds that track or are actively managed and measured against the S&P 500 index.
(b) Consists primarily of international equity funds which invest in common stocks and other securities whose value is based on an international equity index or an
underlying equity security or basket of equity securities.
91
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(c) Consists primarily of debt obligations issued by governments, corporations, municipalities and other borrowers. Also includes insurance policies.
(d) Consists primarily of funds with holdings in private investment companies. See additional information about the Absolute Return investments below. Holdings in
private investment companies are measured at fair value using the net asset value per share as a practical expedient and have not been categorized in the fair value
hierarchy. The fair value amounts of $78.8 million and $73.8 million as of December 31, 2020 and 2019, respectively, are included in this table to permit reconciliation
to the reconciliation of plan assets table above.
The Company’s pension plan assets in the U.S. and U.K. represent approximately 97% of the total pension plan assets. The investment objective of
these pension plan assets is to achieve solid returns while preserving capital to meet current plan cash flow requirements. Assets should participate in rising
markets, with defensive action in declining markets expected to an even greater degree. Depending on market conditions, the broad asset class targets may
range up or down by approximately 10%. These asset classes include but are not limited to hedge fund of funds, bonds and other fixed income vehicles,
high yield fixed income securities, equities and distressed debt. At December 31, 2020 and 2019, equity securities held by our pension and OPEB plans did
not include direct ownership of Albemarle common stock.
The weighted-average target allocations as of the measurement date are as follows:
Equity securities
Fixed income
Absolute return
Target Allocation
42 %
49 %
9 %
Our Absolute Return investments consist primarily of our investments in hedge fund of funds. These are holdings in private investment companies
with fair values that are based on significant unobservable inputs including assumptions where there is little, if any, market activity for the investment.
Investment managers or fund managers associated with these investments provide valuations of the investments on a monthly basis utilizing the net asset
valuation approach for determining fair values. These valuations are reviewed by the Company for reasonableness based on applicable sector, benchmark
and company performance to validate the appropriateness of the net asset values as a fair value measurement. Where available, audited financial statements
are obtained and reviewed for the investments as support for the manager’s investment valuation. In general, the investment objective of these funds is high
risk-adjusted returns with an emphasis on preservation of capital. The investment strategies of each of the funds vary; however, the objective of our
Absolute Return investments is complementary to the overall investment objective of our U.S. pension plan assets.
We made contributions to our defined benefit pension and OPEB plans of $16.4 million, $16.5 million and $15.2 million during the years ended
December 31, 2020, 2019 and 2018, respectively. We expect contributions to our domestic nonqualified and foreign qualified and nonqualified pension
plans to approximate $27.1 million in 2021. Also, we expect to pay approximately $3.3 million in premiums to our U.S. postretirement benefit plan in
2021. However, we may choose to make additional voluntary pension contributions in excess of these amounts.
The current forecast of benefit payments, which reflects expected future service, amounts to (in millions):
2021
2022
2023
2024
2025
2026-2030
U.S. Pension Plans
Foreign Pension
Plans
Other Postretirement
Benefits
$
$
$
$
$
$
43.0
43.4
43.8
44.1
44.6
213.2
$
$
$
$
$
$
12.2
11.5
14.2
12.5
12.2
66.4
$
$
$
$
$
$
3.3
3.2
3.2
3.2
3.1
14.7
We have a supplemental executive retirement plan (“SERP”), which provides unfunded supplemental retirement benefits to certain management or
highly compensated employees. The SERP provides for incremental pension benefits to offset the limitations imposed on qualified plan benefits by federal
income tax regulations. Costs (credits) relating to our SERP were $3.8 million, $2.2 million and ($0.8) million for the years ended December 31, 2020,
2019 and 2018, respectively. The projected benefit obligation for the SERP recognized in the consolidated balance sheets at December 31, 2020 and 2019
was $23.1 million and $21.3 million, respectively. The benefit expenses and obligations of this SERP are included in the tables above. Benefits of $1.2
million are expected to be paid to SERP retirees in 2021. On October 1, 2012, our Board of Directors approved
92
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
amendments to the SERP, such that effective December 31, 2014, no additional benefits shall accrue under this plan and participants’ accrued benefits shall
be frozen as of that date to reflect the same changes as were made under the U.S. qualified defined benefit plan.
At December 31, 2020, the assumed rate of increase in the pre-65 and post-65 per capita cost of covered health care benefits for U.S. retirees was
zero as the employer-paid premium caps (pre-65 and post-65) were met starting January 1, 2013.
Defined Contribution Plans
On March 31, 2004, a new defined contribution pension plan benefit was adopted under the qualified defined contribution plan for U.S. non-
represented employees hired after March 31, 2004. On October 1, 2012 our Board of Directors approved certain plan amendments, such that effective
January 1, 2013, the defined contribution pension plan benefit is expanded to include non-represented employees hired prior to March 31, 2004, and
revised the contribution for all participants to be based on 5% of eligible employee compensation. The employer portion of contributions to our U.S.
defined contribution pension plan amounted to $6.9 million, $11.5 million, and $11.8 million in 2020, 2019 and 2018, respectively. In addition, as part of
the Company’s plan to maintain financial flexibility during the COVID-19 pandemic, we have deferred $4.8 million of 2020 contributions for certain
employees to the defined contribution plan to 2021.
Certain of our employees participate in our defined contribution 401(k) employee savings plan, which is generally available to all U.S. full-time
salaried and non-union hourly employees and to employees who are covered by a collective bargaining agreement that provides for such participation. This
U.S. defined contribution plan is funded with contributions made by the participants and us. Our contributions to the 401(k) plan amounted to $7.5 million,
$12.6 million and $12.7 million in 2020, 2019 and 2018, respectively. In addition, as part of the Company’s plan to maintain financial flexibility during the
COVID-19 pandemic, we have deferred $4.5 million of 2020 contributions for certain employees to the 401(k) plan to 2021.
In 2006, we formalized a new plan in the Netherlands similar to a collective defined contribution plan. The collective defined contribution plan is
supported by annuity contracts through an insurance company. The insurance company unconditionally undertakes the legal obligation to provide specific
benefits to specific individuals in return for a fixed amount of premiums. Our obligation under this plan is limited to a variable calculated employer match
for each participant plus an additional fixed amount of contributions to assist in covering estimated cost of living and salary increases (indexing) and
administrative costs for the overall plan. We paid approximately $9.9 million, $9.7 million and $10.2 million in 2020, 2019 and 2018, respectively, in
annual premiums and related costs pertaining to this plan.
Multiemployer Plan
Certain current and former employees participate in a multiemployer plan in Germany, the Pensionskasse Dynamit Nobel Versicherungsverein auf
Gegenseitigkeit, Troisdorf (“DN Pensionskasse”) that provides monthly payments in the case of disability, death or retirement. The risks of participating in
a multiemployer plan are different from single-employer plans in the following ways: (a) assets contributed to the multiemployer plan by one employer
may be used to provide benefits to employees of other participating employers, and (b) if a participating employer stops contributing to the plan due to
financial inability to provide funding, the unfunded obligation of the plan may be borne by remaining participating employers.
Some participants in the plan are subject to collective bargaining arrangements, which have no fixed expiration date. The contribution and benefit
levels are not negotiated or significantly influenced by these collective bargaining arrangements. Also, the benefit levels generally are not subject to
reduction. Under German insurance law, the DN Pensionskasse must be fully funded at all times. The DN Pensionskasse was fully funded as of
December 31, 2019, the date of the most recently available information for the plan. This funding level would correspond to the highest funding zone status
(at least 80% funded) under U.S. pension regulation. Since the plan liabilities need to be fully funded at all times according to local funding requirements, it
is unlikely that the DN Pensionskasse plan will fail to fulfill its obligations, however, in such an event, the Company is liable for the benefits of its
employees, and former employees of certain divested businesses, who participate in the plan. Additional information of the DN Pensionskasse is available
in the public domain.
The majority of the Company’s contributions are tied to employees’ contributions, which are generally calculated as a percentage of base
compensation, up to a certain statutory ceiling. Our normal contributions to this plan were approximately $1.5 million, $1.4 million and $1.5 million in
2020, 2019 and 2018, respectively. The Company’s contributions represented more than 5% of total contributions to the DN Pensionskasse in 2020.
Effective July 1, 2016, the DN Pensionskasse is subject to a financial improvement plan which expires on December 31, 2022, with the final
contribution in the second quarter of 2023. This financial improvement plan calls for increased capital reserves to avoid future underfunding risk. During
the years ended December 31, 2020, 2019 and 2018, we made contributions
93
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for our employees covered under this plan of approximately $3.1 million, $1.8 million and $2.3 million, respectively, recorded in Selling, general and
administrative expenses, as a result of this financial improvement plan. The value of the additional funding required under the financial improvement plan
each year is determined upon the completion of the annual financial statements and are payable in the second quarter of the following year. A portion of the
additional funding necessary for the year will be based on an estimate prepared on September 30 of each year and payable in the fourth quarter of that same
year.
NOTE 16—Other Noncurrent Liabilities:
Other noncurrent liabilities consist of the following at December 31, 2020 and 2019 (in thousands):
(b)
(a)
(c)
Transition tax on foreign earnings
Wodgina Project acquisition consideration obligation
Operating leases
Liabilities related to uncertain tax positions
Executive deferred compensation plan obligation
Environmental liabilities
Asset retirement obligations
Tax indemnification liability
Other
Total
(g)
(d)
(e)
(e)
(f)
December 31,
2020
2019
273,048
—
116,765
14,683
32,447
36,298
74,856
30,488
50,792
629,377
$
$
303,490
120,800
114,686
21,169
28,715
33,058
55,848
30,993
45,777
754,536
$
$
(a) Noncurrent portion of one-time transition tax on foreign earnings. See Note 21, “Income Taxes,” for additional information.
(b) Represents the 40% interest in the Kemerton assets, which are under construction, expected to be transferred to MRL as part of the consideration paid for the Wodgina
Project acquisition. See Note 2, “Acquisitions,” for further details.
(c) See Note 18, “Leases.”
(d) See Note 21, “Income Taxes.”
(e) See Note 17, “Commitments and Contingencies.”
(f)
(g) No individual component exceeds 5% of total liabilities.
Indemnification of certain income and non-income tax liabilities associated with the Chemetall Surface Treatment entities sold in 2017.
NOTE 17—Commitments and Contingencies:
In the ordinary course of business, we have commitments in connection with various activities. We believe that amounts recorded are adequate for
known items which might become due in the current year. The most significant commitments are as follows:
Environmental
We had the following activity in our recorded environmental liabilities for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Balance, beginning of year
Expenditures
Accretion of discount
Additions and changes in estimates
Foreign currency translation adjustments and other
Balance, end of year
Less amounts reported in Accrued expenses
Amounts reported in Other noncurrent liabilities
(a)
2020
Year Ended December 31,
2019
2018
$
$
42,592
(3,290)
925
3,815
1,729
45,771
9,473
36,298
$
$
49,569
(6,037)
1,030
1,129
(3,099)
42,592
9,534
33,058
$
$
39,808
(6,885)
1,283
17,039
(1,676)
49,569
9,193
40,376
(a) Additions in 2018 primarily related to the indemnification of the buyer of a formerly owned site. As defined in the agreement of sale, this indemnification has a set
cutoff date in 2024, at which point we will no longer be required to provide financial coverage.
Environmental remediation liabilities included discounted liabilities of $39.2 million and $35.6 million at December 31, 2020 and 2019, respectively,
discounted at rates with a weighted-average of 3.5% and 3.7%, with the undiscounted amount totaling $73.6 million and $69.2 million at December 31,
2020 and 2019, respectively. For certain locations where the
94
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Company is operating groundwater monitoring and/or remediation systems, prior owners or insurers have assumed all or most of the responsibility.
The amounts recorded represent our future remediation and other anticipated environmental liabilities. These liabilities typically arise during the
normal course of our operational and environmental management activities or at the time of acquisition of the site, and are based on internal analysis as
well as input from outside consultants. As evaluations proceed at each relevant site, changes in risk assessment practices, remediation techniques and
regulatory requirements can occur, therefore such liability estimates may be adjusted accordingly. The timing and duration of remediation activities at these
sites will be determined when evaluations are completed. Although it is difficult to quantify the potential financial impact of these remediation liabilities,
management estimates (based on the latest available information) that there is a reasonable possibility that future environmental remediation costs
associated with our past operations, could be an additional $10 million to $30 million before income taxes, in excess of amounts already recorded. The
variability of this range is primarily driven by possible environmental remediation activity at a formerly owned site where we indemnify the buyer through
a set cutoff date in 2024.
We believe that any sum we may be required to pay in connection with environmental remediation matters in excess of the amounts recorded would
likely occur over a period of time and would likely not have a material adverse effect upon our results of operations, financial condition or cash flows on a
consolidated annual basis although any such sum could have a material adverse impact on our results of operations, financial condition or cash flows in a
particular quarterly reporting period.
Asset Retirement Obligations
The following is a reconciliation of our beginning and ending asset retirement obligation balances for 2020 and 2019 (in thousands):
Balance, beginning of year
(a)
Acquisitions
Additions and changes in estimates
Accretion of discount
Liabilities settled
Foreign currency translation adjustments and other
Balance, end of year
Less amounts reported in Accrued expenses
(b)
Amounts reported in Other noncurrent liabilities
Year Ended December 31,
2020
2019
$
$
$
60,246
1,222
15,750
2,531
(3,980)
103
75,872
1,016
74,856
$
$
$
41,489
4,650
14,734
2,035
(3,289)
627
60,246
4,398
55,848
(a) Represents purchase price adjustments for the Wodgina Project acquisition recorded during the year ended December 31, 2020 and 2019. See Note 2, “Acquisitions,”
for additional information.
(b) Additions in 2020 and 2019 of $15.8 million and $11.1 million, respectively, related to new asset retirement obligations in Chile and Australia. The remaining $3.6
million of additions in 2019 related to the update of an estimate at a site formerly owned by Albemarle.
Asset retirement obligations primarily relate to post-closure reclamation of brine wells and sites involved in the surface mining and manufacturing of
lithium. We are not aware of any conditional asset retirement obligations that would require recognition in our consolidated financial statements.
Litigation
We are involved from time to time in legal proceedings of types regarded as common in our business, including administrative or judicial
proceedings seeking remediation under environmental laws, such as the federal Comprehensive Environmental Response, Compensation and Liability Act,
commonly known as CERCLA or Superfund, products liability, breach of contract liability and premises liability litigation. Where appropriate, we may
establish financial reserves for such proceedings. We also maintain insurance to mitigate certain of such risks. Costs for legal services are generally
expensed as incurred.
As first reported in 2018, following receipt of information regarding potential improper payments being made by third party sales representatives of
our Refining Solutions business, within our Catalysts segment, we promptly retained outside counsel and forensic accountants to investigate potential
violations of the Company’s Code of Conduct, the Foreign Corrupt Practices Act (“FCPA”), and other potentially applicable laws. Based on this internal
investigation, we have voluntarily self-reported potential issues relating to the use of third party sales representatives in our Refining Solutions business,
within our
95
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Catalysts segment, to the U.S. Department of Justice (“DOJ”), the Securities and Exchange Commission (“SEC”), and the Dutch Public Prosecutor
(“DPP”), and are cooperating with the DOJ, the SEC, and DPP in their review of these matters. In connection with our internal investigation, we have
implemented, and are continuing to implement, appropriate remedial measures.
At this time, we are unable to predict the duration, scope, result or related costs associated with the investigations by the DOJ, the SEC, or DPP. We
are unable to predict what, if any, action may be taken by the DOJ, the SEC, or DPP, or what penalties or remedial actions they may seek to impose. Any
determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition of fines, penalties,
disgorgement, equitable relief, or other losses. We do not believe, however, that any such fines, penalties, disgorgement, equitable relief or other losses
would have a material adverse effect on our financial condition or liquidity.
During the year ended December 31, 2018, we recorded a charge of $16.2 million in Other expenses, net resulting from a jury rendering a verdict
against Albemarle in a legal matter related to certain business concluded under a 2014 sales agreement for products that Albemarle no longer manufactures.
In addition, during the year ended December 31, 2018, we recorded a separate charge of $10.8 million in Other expenses, net due to a settlement of a legal
matter related to guarantees from a previously disposed business. Both matters were resolved and paid during the year ended December 31, 2018.
Indemnities
We are indemnified by third parties in connection with certain matters related to acquired and divested businesses. Although we believe that the
financial condition of those parties who may have indemnification obligations to the Company is generally sound, in the event the Company seeks
indemnity under any of these agreements or through other means, there can be no assurance that any party who may have obligations to indemnify us will
adhere to their obligations and we may have to resort to legal action to enforce our rights under the indemnities.
The Company may be subject to indemnity claims relating to properties or businesses it divested, including properties or businesses of acquired
businesses that were divested prior to the completion of the acquisition. In the opinion of management, and based upon information currently available, the
ultimate resolution of any indemnification obligations owed to the Company or by the Company is not expected to have a material effect on the Company’s
financial condition, results of operations or cash flows. The Company had approximately $30.5 million and $31.0 million at December 31, 2020 and 2019,
respectively, recorded in Other noncurrent liabilities primarily related to the indemnification of certain income and non-income tax liabilities associated
with the Chemetall Surface Treatment entities sold in 2017.
Other
The Company has standby letters of credit and guarantees with various financial institutions. The following table summarizes our letters of credit and
guarantee agreements (in thousands):
Letters of credit and other guarantees
$
79,282 $
4,476 $
1,501 $
— $
— $
7,872
2021
2022
2023
2024
2025
Thereafter
The outstanding letters of credit are primarily related to insurance claim payment guarantees. The majority of the Company’s other guarantees have
terms of one year and mainly consist of performance and environmental guarantees, as well as guarantees to customs and port authorities. The guarantees
arose during the ordinary course of business.
We do not have recorded reserves for the letters of credit and guarantees as of December 31, 2020. We are unable to estimate the maximum amount
of the potential future liability under guarantees and letters of credit. However, we accrue for any potential loss for which we believe a future payment is
probable and a range of loss can be reasonably estimated. We believe our liability under such obligations is immaterial.
We currently, and are from time to time, subject to transactional audits in various taxing jurisdictions and to customs audits globally. We do not
expect the financial impact of any of these audits to have a material adverse effect on the Company’s results of operations, financial condition or cash
flows.
NOTE 18—Leases:
We lease certain office space, buildings, transportation and equipment in various countries. The initial lease terms generally range from 1 to 30 years
for real estate leases, and from 2 to 15 years for non-real estate leases. Leases with an initial
96
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term.
Many leases include options to terminate or renew, with renewal terms that can extend the lease term from 1 to 50 years or more. The exercise of
lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and
leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table provides details of our lease contracts for the years ended December 31, 2020 and 2019 (in thousands):
Operating lease cost
Finance lease cost:
Amortization of right of use assets
Interest on lease liabilities
Total finance lease cost
Short-term lease cost
Variable lease cost
Total lease cost
Year Ended December 31,
2020
2019
33,904
$
35,335
585
2,681
3,266
11,663
8,691
57,524
$
625
117
742
6,655
6,198
48,930
$
$
Rental expense was approximately $37.6 million for the year ended December 31, 2018.
Supplemental cash flow information related to our lease contracts for the years ended December 31, 2020 and 2019 is as follows (in thousands):
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
(a)
Finance leases
Year Ended December 31,
2020
2019
$
$
36,245
1,568
663
29,581
—
29,946
117
678
24,687
55,806
(a) Represents 60% ownership interest in finance lease acquired as part of the Wodgina Project acquisition. See Note 2, “Acquisitions,” for further details.
97
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Supplemental balance sheet information related to our lease contracts, including the location on balance sheet, at December 31, 2020 and 2019 is as
follows (in thousands, except as noted):
Operating leases:
Other assets
Accrued expenses
Other noncurrent liabilities
Total operating lease liabilities
Finance leases:
Net property, plant and equipment
(a)
Current portion of long-term debt
Long-term debt
Total finance lease liabilities
Weighted average remaining lease term (in years):
Operating leases
Finance leases
Weighted average discount rate (%):
Operating leases
Finance leases
(a) Balance includes accrued interest of finance lease.
Maturities of lease liabilities as of December 31, 2020 were as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Total
December 31,
2020
2019
$
136,292
$
133,864
22,297
116,765
139,062
58,963
1,752
58,543
60,295
15.3
27.5
3.94 %
4.56 %
23,137
114,686
137,823
59,494
636
58,888
59,524
11.4
28.3
3.84 %
4.56 %
Operating Leases
Finance Leases
$
$
25,620
20,428
21,846
10,794
9,620
132,365
220,673
81,611
139,062
$
$
2,200
4,479
4,479
4,479
4,479
89,918
110,034
49,739
60,295
NOTE 19—Stock-based Compensation Expense:
Incentive Plans
We have various share-based compensation plans that authorize the granting of (i) qualified and non-qualified stock options to purchase shares of our
common stock, (ii) restricted stock and restricted stock units, (iii) performance unit awards and (iv) stock appreciation rights (“SARs”) to employees and
non-employee directors, at our option. Stock options granted to employees generally vest over three years and have a term of ten years. Restricted stock
and restricted stock unit awards vest in periods ranging from one to five years from the date of grant. Performance unit awards are earned at a level ranging
from 0% to 200% contingent upon the achievement of specific performance criteria over periods ranging from one to three years. Distribution of earned
units occurs generally 50% upon completion of the applicable measurement period with the remaining 50% distributed one year thereafter.
98
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
In May 2017, the Company adopted the Albemarle Corporation 2017 Incentive Plan (the “Incentive Plan”), which replaced the Albemarle
Corporation 2008 Incentive Plan. The maximum number of shares available for issuance to participants under the Incentive Plan is 4,500,000 shares. The
adoption of the Incentive Plan did not affect awards already granted under the Albemarle Corporation 2008 Incentive Plan. Under the Albemarle
Corporation 2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors (the “Non-Employee Directors Plan”), a maximum
aggregate number of 500,000 shares of our common stock is authorized for issuance to the Company’s non-employee directors; any shares remaining
available for issuance under the prior plans were canceled. The aggregate fair market value of shares that may be issued to a director during any
compensation year (as defined in the agreement, generally July 1 to June 30) shall not exceed $150,000. At December 31, 2020, there were 3,754,334
shares available for grant under the Incentive Plan and 345,405 shares available for grant under the Non-Employee Directors Plan.
Total stock-based compensation expense associated with our incentive plans for the years ended December 31, 2020, 2019 and 2018 amounted to
$19.3 million, $21.3 million and $15.2 million, respectively, and is included in Cost of goods sold and Selling, general and administrative expenses in the
consolidated statements of income. Total related recognized tax benefits for the years ended December 31, 2020, 2019 and 2018 amounted to $2.4 million,
$3.2 million and $2.6 million, respectively.
The following table summarizes information about the Company’s fixed-price stock options as of and for the year ended December 31, 2020:
Outstanding at December 31, 2019
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2020
Exercisable at December 31, 2020
Shares
Weighted-Average
Exercise Price
1,244,531
76,221
(682,068)
(37,843)
(1,000)
599,841
416,289
$
$
$
65.67
81.85
59.28
94.03
41.94
73.24
64.06
Weighted-Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic Value
(in thousands)
4.2
$
14,593
5.6
4.4
$
$
44,554
34,742
We granted 76,221, 95,639 and 63,259 stock options during 2020, 2019 and 2018, respectively. There were no significant modifications made to any
share-based grants during these periods.
The fair value of each option granted during the years ended December 31, 2020, 2019 and 2018 was estimated on the date of grant using the Black-
Scholes option-pricing model with the following weighted-average assumptions:
Dividend yield
Volatility
Average expected life (years)
Risk-free interest rate
Fair value of options granted
2020
Year Ended December 31,
2019
2018
1.69 %
32.65 %
6
1.13 %
22.14
$
1.58 %
32.50 %
6
2.81 %
27.71
$
1.44 %
32.48 %
6
3.06 %
37.35
$
Dividend yield is the average of historical yields and those estimated over the average expected life. The stock volatility is based on historical
volatilities of our common stock. The average expected life represents the weighted average period of time that options granted are expected to be
outstanding giving consideration to vesting schedules and our historical exercise patterns. The risk-free interest rate is based on the U.S. Treasury strip rate
with stripped coupon interest for the period equal to the contractual term of the share option grant in effect at the time of grant.
The intrinsic value of options exercised during the years ended December 31, 2020, 2019 and 2018 was $31.3 million, $8.1 million and $6.2 million,
respectively. The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.
Total compensation cost not yet recognized for nonvested stock options outstanding as of December 31, 2020 is approximately $1.6 million and is
expected to be recognized over a remaining weighted-average period of 1.8 years. Cash proceeds from stock options exercised and tax benefits related to
stock options exercised were $40.4 million and $7.1 million
99
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended December 31, 2020, respectively. The Company issues new shares of common stock upon exercise of stock options and vesting of
restricted common stock awards.
The following table summarizes activity in performance unit awards as of and for the year ended December 31, 2020:
Nonvested, beginning of period
Granted
Vested
Forfeited
Nonvested, end of period
Weighted-
Average
Grant Date
Fair Value Per
Share
Shares
259,733 $
87,124
(41,749)
(78,300)
226,808
115.69
99.44
78.03
115.23
116.54
The weighted average grant date fair value of performance unit awards granted in 2020, 2019 and 2018 was $8.7 million, $10.8 million and $10.9
million, respectively. During 2020 and 2019, half of the performance unit awards granted were based on the targeted return on invested capital (“ROIC
Award”), while the other half were granted based on targeted market conditions (“TSR Award”). During 2018, all performance unit awards were TSR
awards. The fair value of each TSR Award was estimated on the date of grant using the Monte Carlo simulation model as these equity awards are tied to a
service and market condition. The calculation used the following weighted-average assumptions:
Volatility
Risk-free interest rate
2020
33.66 %
0.85 %
Year Ended December 31,
2019
30.11 %
2.43 %
2018
29.92 %
2.36 %
The weighted average fair value of performance unit awards that vested during 2020, 2019 and 2018 was $3.0 million, $11.7 million and $20.0
million, respectively, based on the closing prices of our common stock on the dates of vesting. Total compensation cost not yet recognized for nonvested
performance unit awards outstanding as of December 31, 2020 is approximately $10.0 million, calculated based on current expectation of specific
performance criteria, and is expected to be recognized over a remaining weighted-average period of approximately 1.5 years. Each performance unit
represents one share of common stock.
The following table summarizes activity in non-performance based restricted stock and restricted stock unit awards as of and for the year ended
December 31, 2020:
Nonvested, beginning of period
Granted
Vested
Forfeited
Nonvested, end of period
Weighted-
Average
Grant Date
Fair Value Per
Share
Shares
272,560 $
185,261
(107,215)
(23,862)
326,744
85.98
71.70
80.59
89.31
79.48
The weighted average grant date fair value of restricted stock and restricted stock unit awards granted in 2020, 2019 and 2018 was $13.3 million,
$10.4 million and $10.9 million, respectively. The weighted average fair value of restricted stock and restricted stock unit awards that vested in 2020, 2019
and 2018 was $9.0 million, $7.5 million and $4.9 million, respectively, based on the closing prices of our common stock on the dates of vesting. Total
compensation cost not yet recognized for nonvested, non-performance based restricted stock and restricted stock units as of December 31, 2020 is
approximately $14.4 million and is expected to be recognized over a remaining weighted-average period of 2.0 years. The fair value of the non-
performance based restricted stock and restricted stock units was estimated on the date of grant adjusted for a dividend factor, if necessary.
100
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 20—Accumulated Other Comprehensive (Loss) Income:
The components and activity in Accumulated other comprehensive (loss) income (net of deferred income taxes) consisted of the following during the
years ended December 31, 2020, 2019 and 2018 (in thousands):
Foreign
Currency
Translation
Pension and
Post-
Retirement
(a)
Benefits
Net Investment
Hedge
Cash Flow
(b)
Hedge
Interest Rate
Swap
(c)
$
(257,569)
$
(21)
$
46,551
$
—
$
(14,629)
$
(d)
Balance at December 31, 2017
Other comprehensive (loss) income before
reclassifications
Amounts reclassified from accumulated other
comprehensive loss
Other comprehensive income (loss), net of tax
Other comprehensive loss attributable to
noncontrolling interests
Balance at December 31, 2018
Other comprehensive (loss) income before
reclassifications
Amounts reclassified from accumulated other
comprehensive loss
Other comprehensive (loss) income, net of tax
Other comprehensive loss attributable to
noncontrolling interests
Balance at December 31, 2019
Other comprehensive income (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive loss
Other comprehensive income (loss), net of tax
Other comprehensive income attributable to
noncontrolling interests
Balance at December 31, 2020
(150,258)
—
(150,258)
181
(407,646)
$
(62,031)
—
(62,031)
467
(469,210)
$
100,389
—
100,389
(247)
(369,068)
$
$
$
$
—
(138)
(138)
—
(159)
576
56
632
—
473
(580)
23
(557)
—
(84)
$
$
$
15,695
10,091
25,786
—
72,337
8,441
—
8,441
$
—
80,778
$
(34,185)
—
(34,185)
—
46,593
$
—
—
—
—
—
4,847
—
4,847
—
4,847
1,602
—
1,602
—
6,449
$
$
$
Total
(225,668)
(134,563)
9,368
(125,195)
181
(350,682)
(48,167)
2,647
(45,520)
—
(585)
(585)
—
(15,214)
$
—
2,591
2,591
—
(12,623)
$
467
(395,735)
—
2,601
2,601
67,226
2,624
69,850
—
(10,022)
$
(247)
(326,132)
(a) The pre-tax portion of amounts reclassified from accumulated other comprehensive loss consists of amortization of prior service benefit, which is a component of
pension and postretirement benefits cost (credit). See Note 15, “Pension Plans and Other Postretirement Benefits,” for additional information.
(b) We entered into a foreign currency forward contract in the fourth quarter of 2019, which was designated and accounted for as a cash flow hedge under ASC 815,
Derivatives and Hedging. See Note 22, “Fair Value of Financial Instruments,” for additional information.
(c) The pre-tax portion of amounts reclassified from accumulated other comprehensive loss is included in interest expense.
(d) Amounts reclassified from accumulated other comprehensive loss include a net benefit of $6.9 million, which was reclassified to Retained earnings for stranded tax
effects caused by the TCJA.
101
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The amount of income tax benefit (expense) allocated to each component of Other comprehensive income (loss) for the years ended December 31,
2020, 2019 and 2018 is provided in the following tables (in thousands):
2020
Other comprehensive income (loss), before tax
Income tax benefit (expense)
Other comprehensive income (loss), net of tax
2019
Other comprehensive (loss) income, before tax
Income tax expense
Other comprehensive (loss) income, net of tax
2018
Other comprehensive (loss) income, before tax
Income tax benefit (expense)
Other comprehensive (loss) income, net of tax
NOTE 21—Income Taxes:
Foreign Currency
Translation
Pension and
Postretirement
Benefits
Net Investment
Hedge
Cash Flow Hedge
Interest Rate
Swap
$
$
$
$
$
$
100,389 $
—
100,389 $
(62,030) $
(1)
(62,031) $
(150,262) $
4
(150,258) $
(679) $
122
(557) $
(43,826) $
9,641
(34,185) $
633 $
(1)
632 $
(128) $
(10)
(138) $
10,867 $
(2,426)
8,441 $
20,424 $
5,362
25,786 $
1,602 $
—
1,602 $
4,847 $
—
4,847 $
— $
—
— $
3,336
(735)
2,601
3,336
(745)
2,591
3,336
(3,921)
(585)
Income before income taxes and equity in net income of unconsolidated investments, and current and deferred income tax expense (benefit) are
composed of the following (in thousands):
Income before income taxes and equity in net income of unconsolidated
investments:
Domestic
Foreign
Total
Current income tax expense (benefit):
Federal
State
Foreign
Total
Deferred income tax (benefit) expense:
Federal
State
Foreign
Total
Total income tax expense
2020
Year Ended December 31,
2019
2018
$
$
$
$
$
$
$
41,346
332,173
373,519
(140)
(193)
56,734
56,401
4,564
(2,893)
(3,647)
(1,976)
54,425
$
$
$
$
$
$
$
190,195
372,755
562,950
21,258
5,453
47,056
73,767
13,255
(7,369)
8,508
14,394
88,161
$
$
$
$
$
$
$
223,702
570,999
794,701
(2,712)
6,793
91,581
95,662
15,573
1,614
31,977
49,164
144,826
As a result of the TCJA signed into law in 2017, the Company recorded net benefits of $29.3 million during the year ended December 31, 2018,
including measurement period adjustments, primarily related to the one-time transition tax, the remeasurement of deferred tax assets and liabilities and
other TCJA impacts.
As of January 1, 2018, the Company recorded a cumulative adjustment to decrease Retained earnings by $18.1 million as a result of the adoption of
income tax standard updates.
102
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The reconciliation of the U.S. federal statutory rate to the effective income tax rate is as follows:
2020
% of Income Before Income Taxes
2019
2018
(a)
(b)
Federal statutory rate
State taxes, net of federal tax benefit
Change in valuation allowance
Impact of foreign earnings, net
Global intangible low tax inclusion
Change in U.S. federal statutory rate
Transition tax on deferred foreign earnings
Subpart F income
Stock-based compensation
Depletion
Revaluation of unrecognized tax benefits/reserve requirements
Other items, net
Effective income tax rate
(c)
21.0 %
0.3
1.9
(8.4)
1.9
—
—
1.3
(1.0)
(0.9)
(0.4)
(1.1)
14.6 %
21.0 %
(0.5)
1.9
(3.7)
1.8
—
—
0.6
(0.6)
(0.7)
(2.7)
(1.4)
15.7 %
21.0 %
0.9
0.7
(0.3)
0.8
0.1
(5.3)
0.9
(0.7)
(0.6)
—
0.7
18.2 %
(a) The year ended December 31, 2019 includes a $2.1 million benefit due to the release of a foreign valuation allowance due to changes in expected profitability. 2018
includes an $8.2 million expense due to the establishment of a valuation allowance due to a foreign restructuring plan and a $1.5 million benefit due to the release of a
foreign valuation allowance due to changes in expected profitability.
(b) Our statutory rate is decreased by of our share of the income of JBC, a Free Zones company under the laws of the Hashemite Kingdom of Jordan. The applicable
provisions of the Jordanian law, and applicable regulations thereunder, do not have a termination provision and the exemption is indefinite. As a Free Zones company,
JBC is not subject to income taxes on the profits of products exported from Jordan, and currently, substantially all of the profits are from exports. This resulted in a rate
benefit of 11.9%, 8.0%, and 3.3% for 2020, 2019, and 2018, respectively.
(c) During the year ended December 31, 2018, we recorded an income tax benefit of $42.3 million to refine the impact of the one-time transition tax calculation resulting
from the TCJA.
Deferred income tax assets and liabilities recorded on the consolidated balance sheets as of December 31, 2020 and 2019 consist of the following (in
thousands):
Deferred tax assets:
Accrued employee benefits
(a)
Operating loss carryovers
Pensions
Tax credit carryovers
Other
Gross deferred tax assets
Valuation allowance
Deferred tax assets
Deferred tax liabilities:
Depreciation
Intangibles
Hedge of net investment of foreign subsidiary
Other
Deferred tax liabilities
(a)
Net deferred tax liabilities
Classification in the consolidated balance sheets:
Noncurrent deferred tax assets
Noncurrent deferred tax liabilities
Net deferred tax liabilities
103
December 31,
2020
2019
$
$
$
$
21,878
1,321,942
78,683
1,582
57,370
1,481,455
(1,326,204)
155,251
(348,700)
(91,645)
(13,514)
(75,927)
(529,786)
(374,535)
20,317
(394,852)
(374,535)
$
$
$
$
17,462
1,134,410
64,230
1,497
64,955
1,282,554
(1,148,268)
134,286
(349,264)
(88,934)
(23,498)
(55,173)
(516,869)
(382,583)
15,275
(397,858)
(382,583)
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(a)
Increase in 2020 due to an increase in foreign net operating losses and an associated and equal valuation allowance.
Changes in the balance of our deferred tax asset valuation allowance are as follows (in thousands):
Balance at January 1
(a)
Additions
Deductions
Balance at December 31
2020
(1,148,268)
(182,325)
4,389
(1,326,204)
$
$
$
Year Ended December 31,
2019
(1,213,750)
(24,986)
90,468
(1,148,268)
$
2018
(458,288)
(766,012)
10,550
(1,213,750)
$
$
(a) During 2018, the Company recognized intercompany losses at a foreign entity related to international restructuring resulting in an increase to the deferred tax asset for
net operating losses and an associated and equal valuation allowance of $749.8 million.
At December 31, 2020, we had approximately $1.6 million of domestic credits available to offset future payments of income taxes, expiring in
varying amounts between 2021 and 2039. We have established valuation allowances for $0.3 million of those domestic credits since we believe that it is
more likely than not that the related deferred tax assets will not be realized. We believe that sufficient taxable income will be generated during the
carryover period in order to utilize the other remaining credit carryovers.
At December 31, 2020, we have on a pre-tax basis, domestic state net operating losses of $206.8 million, expiring between 2021 and 2040, which
have pre-tax valuation allowances of $51.7 million established. In addition, we have on a pre-tax basis $5.25 billion of foreign net operating losses, which
have pre-tax valuation allowances for $5.20 billion established. $3.02 billion of these foreign net operating losses expire in 2035 and $1.97 billion have an
indefinite life. We have established valuation allowances for these deferred tax assets since we believe that it is more likely than not that the related
deferred tax assets will not be realized. For the same reason, we established pre-tax valuation allowances of $29.4 million and $67.9 million for other state
and foreign deferred tax assets, respectively, unrelated to net operating losses. The realization of the deferred tax assets is dependent on the generation of
sufficient taxable income in the appropriate tax jurisdictions. Although realization is not assured, we believe it is more likely than not that the remaining
deferred tax assets will be realized. However, the amount considered realizable could be reduced if estimates of future taxable income change.
As of December 31, 2020, we have not recorded taxes on approximately $4.9 billion of cumulative undistributed earnings of our non-
U.S.subsidiaries and joint ventures. The TCJA imposed a mandatory transition tax on accumulated foreign earnings and generally eliminated U.S. taxes on
foreign subsidiary distribution with the exception of foreign withholding taxes and other foreign local tax. We generally do not provide for taxes related to
our undistributed earnings because such earnings either would not be taxable when remitted or they are considered to be indefinitely reinvested. If in the
foreseeable future, we can no longer demonstrate that these earnings are indefinitely reinvested, a deferred tax liability will be recognized. A determination
of the amount of the unrecognized deferred tax liability related to these undistributed earnings is not practicable due to the complexity and variety of
assumptions necessary based on the manner in which the undistributed earnings would be repatriated.
Liabilities related to uncertain tax positions were $14.7 million and $21.2 million at December 31, 2020 and 2019, respectively, inclusive of interest
and penalties of $3.1 million and $3.7 million at December 31, 2020 and 2019, respectively, and are reported in Other noncurrent liabilities as provided in
Note 16, “Other Noncurrent Liabilities.” These liabilities at December 31, 2020 and 2019 were reduced by $24.1 million and $26.1 million, respectively,
for offsetting benefits from the corresponding effects of potential transfer pricing adjustments, state income taxes and rate arbitrage related to foreign
structure. These offsetting benefits are recorded in Other assets as provided in Note 11, “Other Assets.” The resulting net asset of $12.5 million as of
December 31, 2020 would unfavorably affect earnings if recognized and released, while the net asset of $8.6 million at December 31, 2019 would
unfavorably affect earnings if recognized and released.
104
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The liabilities related to uncertain tax positions, exclusive of interest, were $11.6 million and $17.5 million at December 31, 2020 and 2019,
respectively. The following is a reconciliation of our total gross liability related to uncertain tax positions for 2020, 2019 and 2018 (in thousands):
Balance at January 1
Additions for tax positions related to prior years
Reductions for tax positions related to prior years
Additions for tax positions related to current year
Lapses in statutes of limitations/settlements
Foreign currency translation adjustment
Balance at December 31
2020
Year Ended December 31,
2019
2018
$
$
17,548
5,646
(174)
315
(12,128)
432
11,639
$
$
19,742
2,235
—
—
(4,494)
65
17,548
$
$
21,438
874
—
1,091
(3,578)
(83)
19,742
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Due to the statute of limitations, we are no longer subject to U.S.
federal income tax audits by the Internal Revenue Service (“IRS”) for years prior to 2017. Due to the statute of limitations, we also are no longer subject to
U.S. state income tax audits prior to 2011.
With respect to jurisdictions outside the U.S., several audits are in process. We have audits ongoing for the years 2011 through 2019 related to
Germany, Italy, Belgium, and Chile, some of which are for entities that have since been divested.
While we believe we have adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than our accrued
position. Accordingly, additional provisions on federal and foreign tax-related matters could be recorded in the future as revised estimates are made or the
underlying matters are settled or otherwise resolved.
Since the timing of resolutions and/or closure of tax audits is uncertain, it is difficult to predict with certainty the range of reasonably possible
significant increases or decreases in the liability related to uncertain tax positions that may occur within the next twelve months. Our current view is that it
is reasonably possible that we could record a decrease in the liability related to uncertain tax positions, relating to a number of issues, up to approximately
$0.5 million as a result of closure of tax statutes.
NOTE 22—Fair Value of Financial Instruments:
In assessing the fair value of financial instruments, we use methods and assumptions that are based on market conditions and other risk factors
existing at the time of assessment. Fair value information for our financial instruments is as follows:
Long-Term Debt—the fair values of our notes are estimated using Level 1 inputs and account for the difference between the recorded amount and
fair value of our long-term debt. The carrying value of our remaining long-term debt reported in the accompanying consolidated balance sheets
approximates fair value as substantially all of such debt bears interest based on prevailing variable market rates currently available in the countries in which
we have borrowings.
2020
2019
December 31,
Recorded Amount
Fair Value
Recorded Amount
Fair Value
(In thousands)
Long-term debt
$
3,588,157 $
3,783,225
$
3,069,417 $
3,173,341
Foreign Currency Forward Contracts—In the fourth quarter of 2019, we entered into a foreign currency forward contract, with a notional value of
727.9 million Australian Dollars, to hedge the cash flow exposure of non-functional currency purchases during the construction of the Kemerton plant in
Australia. This derivative financial instrument is used to manage risk and is not used for trading or other speculative purposes. This foreign currency
forward contract has been designated as a hedging instrument under ASC 815, Derivatives and Hedging. At December 31, 2020 and 2019, we had
outstanding designated foreign currency forward contracts with notional values totaling the equivalent of $75.4 million and $481.2 million, respectively.
We also enter into foreign currency forward contracts in connection with our risk management strategies that have not been designated as hedging
instruments under ASC 815, Derivatives and Hedging, in an attempt to minimize the financial impact of changes in foreign currency exchange rates. These
derivative financial instruments are used to manage risk and are not used for trading or other speculative purposes. The fair values of our non-designated
foreign currency forward contracts are estimated based on current settlement values. At December 31, 2020 and 2019, we had outstanding non-designated
foreign
105
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
currency forward contracts with notional values totaling $611.1 million and $1.15 billion, respectively, hedging our exposure to various currencies
including the Euro, Chinese Renminbi, Chilean Peso and Australian Dollar.
The following table summarizes the fair value of our foreign currency forward contracts included in the consolidated balance sheets as of
December 31, 2020 and 2019 (in thousands):
Designated as hedging instruments
Not designated as hedging instruments
(b)
(a)
Total
Assets
December 31,
Liabilities
December 31,
2020
2019
2020
2019
$
$
7,043
6,563
13,606
$
$
5,369
2,032
7,401
$
$
—
4,803
4,803
$
$
—
3,613
3,613
(a) Included $6.2 million in Other current assets and $0.9 million in Other assets at December 31, 2020 and $3.7 million in Other current assets and $1.7 million in Other
assets at December 31, 2019.
(b) Included $6.6 million in Other current assets and $4.8 million in Accrued expenses at December 31, 2020 and $2.0 million in Other current assets and $3.6 million in
Accrued expenses at December 31, 2019.
The following table summarizes the net gains (losses) recognized for our foreign currency forward contracts during the years ended December 31,
2020, 2019 and 2018 (in thousands):
Designated as hedging instruments:
Gain recognized in Other comprehensive income (loss)
Not designated as hedging instruments:
Losses recognized in Other expenses, net
(a)
2020
Year Ended December 31,
2019
2018
$
$
1,602
(7,665)
$
$
4,847
(25,765)
$
$
—
(19,851)
(a) Fluctuations in the value of our foreign currency forward contracts not designated as hedging instruments are generally expected to be offset by changes in the value of
the underlying exposures being hedged, which are also reported in Other expenses, net.
In addition, for the years ended December 31, 2020, 2019 and 2018, we recorded net cash settlements of $19.4 million, $23.6 million and
$25.2 million, respectively, primarily within Changes in current assets and liabilities, in our consolidated statements of cash flows.
As of December 31, 2020, there are no unrealized gains or losses related to the cash flow hedge expected to be reclassified to earnings in the next
twelve months.
The counterparties to our foreign currency forward contracts are major financial institutions with which we generally have other financial
relationships. We are exposed to credit loss in the event of nonperformance by these counterparties. However, we do not anticipate nonperformance by the
counterparties.
NOTE 23—Fair Value Measurement:
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2
Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar
assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability
Level 3
Unobservable inputs for the asset or liability
106
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on
the lowest level of input that is significant to the fair value measurement. The following tables set forth our financial assets and liabilities that were
accounted for at fair value on a recurring basis as of December 31, 2020 and 2019 (in thousands):
Assets:
Investments under executive deferred compensation plan
Private equity securities
Private equity securities measured at net asset value
Foreign currency forward contracts
(b)(c)
(b)
(d)
(a)
Liabilities:
Obligations under executive deferred compensation plan
Foreign currency forward contracts
(d)
(a)
Assets:
Investments under executive deferred compensation plan
Private equity securities
Private equity securities measured at net asset value
Foreign currency forward contracts
(b)(c)
(d)
(b)
(a)
Liabilities:
Obligations under executive deferred compensation plan
Foreign currency forward contracts
(d)
(a)
December 31, 2020
Quoted Prices in
Active Markets for
Identical Items (Level
1)
Quoted Prices in
Active Markets for
Similar Items (Level
2)
Unobservable Inputs
(Level 3)
$
$
$
$
$
$
32,447
35
4,626
13,606
32,447
4,803
$
$
$
$
$
$
32,447
35
—
—
32,447
—
$
$
$
$
$
$
—
—
—
13,606
—
4,803
$
$
$
$
$
$
—
—
—
—
—
—
December 31, 2019
Quoted Prices in
Active Markets for
Identical Items (Level
1)
Quoted Prices in
Active Markets for
Similar Items (Level
2)
Unobservable Inputs
(Level 3)
$
$
$
$
$
$
28,715
32
4,890
7,401
28,715
3,613
$
$
$
$
$
$
28,715
32
—
—
28,715
—
$
$
$
$
$
$
—
—
—
7,401
—
3,613
$
$
$
$
$
$
—
—
—
—
—
—
(a) We maintain an EDCP that was adopted in 2001 and subsequently amended. The purpose of the EDCP is to provide current tax planning opportunities as well as
supplemental funds upon the retirement or death of certain of our employees. The EDCP is intended to aid in attracting and retaining employees of exceptional ability
by providing them with these benefits. We also maintain a Benefit Protection Trust (the “Trust”) that was created to provide a source of funds to assist in meeting the
obligations of the EDCP, subject to the claims of our creditors in the event of our insolvency. Assets of the Trust are consolidated in accordance with authoritative
guidance. The assets of the Trust consist primarily of mutual fund investments (which are accounted for as trading securities and are marked-to-market on a monthly
basis through the consolidated statements of income) and cash and cash equivalents. As such, these assets and obligations are classified within Level 1.
(b) Primarily consists of private equity securities classified as available-for-sale and are reported in Investments in the consolidated balance sheets. The changes in fair
value are reported in Other expenses, net, in our consolidated statements of income.
(c) Holdings in private equity securities are measured at fair value using the net asset value per share (or its equivalent) practical expedient and have not been categorized
in the fair value hierarchy. The fair value amounts of $4.6 million and $4.9 million as of December 31, 2020 and 2019, respectively, are included in this table to permit
reconciliation to the marketable equity securities presented in Note 10, “Investments.”
(d) As a result of our global operating and financing activities, we are exposed to market risks from changes in foreign currency exchange rates, which may adversely
affect our operating results and financial position. When deemed appropriate, we minimize our risks from foreign currency exchange rate fluctuations through the use
of foreign currency forward contracts. The foreign currency forward contracts are valued using broker quotations or market transactions in either the listed or over-the-
counter markets. As such, these derivative instruments are classified within Level 2. See Note 22, “Fair Value of Financial Instruments,” for further details about our
foreign currency forward contracts.
107
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 24—Related Party Transactions:
Our consolidated statements of income include sales to and purchases from unconsolidated affiliates in the ordinary course of business as follows (in
thousands):
Sales to unconsolidated affiliates
Purchases from unconsolidated affiliates
(a)
2020
Year Ended December 31,
2019
$
$
22,589
168,072
$
$
20,068
210,351
$
$
2018
35,094
256,701
(a) Purchases from unconsolidated affiliates primarily relate to purchases from our Windfield joint venture.
Our consolidated balance sheets include accounts receivable due from and payable to unconsolidated affiliates in the ordinary course of business as
follows (in thousands):
Receivables from related parties
Payables to related parties
December 31,
2020
2019
$
$
4,098
30,123
$
$
7,163
35,502
NOTE 25—Segment and Geographic Area Information:
Our three reportable segments include: (1) Lithium; (2) Bromine Specialties; and (3) Catalysts. Each segment has a dedicated team of sales, research
and development, process engineering, manufacturing and sourcing, and business strategy personnel and has full accountability for improving execution
through greater asset and market focus, agility and responsiveness. This business structure aligns with the markets and customers we serve through each of
the segments. This structure also facilitates the continued standardization of business processes across the organization, and is consistent with the manner in
which information is presently used internally by the Company’s chief operating decision maker to evaluate performance and make resource allocation
decisions.
Summarized financial information concerning our reportable segments is shown in the following tables. The “All Other” category includes only the
fine chemistry services business that does not fit into any of our core businesses.
The Corporate category is not considered to be a segment and includes corporate-related items not allocated to the operating segments. Pension and
OPEB service cost (which represents the benefits earned by active employees during the period) and amortization of prior service cost or benefit are
allocated to the reportable segments, All Other, and Corporate, whereas the remaining components of pension and OPEB benefits cost or credit (“Non-
operating pension and OPEB items”) are included in Corporate. Segment data includes intersegment transfers of raw materials at cost and allocations for
certain corporate costs.
The Company’s chief operating decision maker uses adjusted EBITDA (as defined below) to assess the ongoing performance of the Company’s
business segments and to allocate resources. The Company defines adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, as
adjusted on a consistent basis for certain non-recurring or unusual items in a balanced manner and on a segment basis. These non-recurring or unusual
items may include acquisition and integration related costs, gains or losses on sales of businesses, restructuring charges, facility divestiture charges, non-
operating pension and OPEB items and other significant non-recurring items. In addition, management uses adjusted EBITDA for business planning
purposes and as a significant component in the calculation of performance-based compensation for management and other employees. The Company has
reported adjusted EBITDA because management believes it provides transparency to investors and enables period-to-period comparability of financial
performance. Adjusted EBITDA is a financial measure that is not required by, or presented in accordance with, U.S. GAAP. Adjusted EBITDA should not
be considered as an alternative to Net income attributable to Albemarle Corporation, the most directly comparable financial measure calculated and
reported in accordance with U.S. GAAP, or any other financial measure reported in accordance with U.S. GAAP.
108
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Net sales:
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
Total net sales
Adjusted EBITDA:
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
Total adjusted EBITDA
2020
Year Ended December 31,
2019
(In thousands)
2018
$
$
$
$
1,144,778
964,962
797,914
221,255
—
3,128,909
393,093
323,605
130,134
84,821
(112,915)
818,738
$
$
$
$
1,358,170
1,004,216
1,061,817
165,224
—
3,589,427
524,934
328,457
270,624
49,628
(136,862)
1,036,781
$
$
$
$
1,228,171
917,880
1,101,554
127,186
159
3,374,950
530,773
288,116
284,307
14,091
(110,623)
1,006,664
109
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
See below for a reconciliation of adjusted EBITDA, the non-GAAP financial measure, from Net income attributable to Albemarle Corporation, the
most directly comparable financial measure calculated and reported in accordance with U.S. GAAP (in thousands):
Lithium
Bromine
Specialties
Catalysts
Reportable
Segments
Total
All Other
Corporate
Consolidated
Total
2020
Net income (loss) attributable to Albemarle
Corporation
Depreciation and amortization
Restructuring and other
Acquisition and integration related costs
Interest and financing expenses
Income tax expense
Non-operating pension and OPEB items
Other
(b)
(a)
(c)
(a)
Adjusted EBITDA
2019
Net income (loss) attributable to Albemarle
Corporation
Depreciation and amortization
Restructuring and other
Gain on sale of property
Acquisition and integration related costs
Interest and financing expenses
Income tax expense
Non-operating pension and OPEB items
Stamp duty
Windfield tax settlement
Other
(b)
(g)
(d)
(b)
(e)
(f)
(a)
(h)
Adjusted EBITDA
2018
Net income (loss) attributable to Albemarle
Corporation
Depreciation and amortization
Restructuring and other
Gain on sale of business
Acquisition and integration related costs
Interest and financing expenses
Income tax expense
Non-operating pension and OPEB items
Legal accrual
Environmental accrual
Albemarle Foundation contribution
Indemnification adjustments
Other
(m)
(b)
(k)
(j)
(i)
(l)
Adjusted EBITDA
$
$
$
$
$
$
277,711 $
112,854
—
—
—
—
—
2,528
393,093 $
341,767 $
99,424
—
—
—
—
—
—
64,766
17,292
1,685
524,934 $
428,212 $
95,193
—
—
—
—
—
—
—
—
—
—
7,368
530,773 $
274,495 $
50,310
—
—
—
—
—
(1,200)
323,605 $
279,945 $
47,611
—
—
—
—
—
—
—
—
901
328,457 $
246,509 $
41,607
—
—
—
—
—
—
—
—
—
—
—
288,116 $
80,149 $
49,985
—
—
—
—
—
—
130,134 $
219,686 $
50,144
—
—
—
—
—
—
—
—
794
270,624 $
445,604 $
49,131
—
(210,428)
—
—
—
—
—
—
—
—
—
284,307 $
632,355 $
213,149
—
—
—
—
—
1,328
846,832 $
841,398 $
197,179
—
—
—
—
—
—
64,766
17,292
3,380
1,124,015 $
1,120,325 $
185,931
—
(210,428)
—
—
—
—
—
—
—
—
7,368
1,103,196 $
76,323 $
8,498
—
—
—
—
—
—
84,821 $
41,188 $
8,440
—
—
—
—
—
—
—
—
—
49,628 $
6,018 $
8,073
—
—
—
—
—
—
—
—
—
—
—
14,091 $
(332,914) $
10,337
19,597
17,263
73,116
54,425
40,668
4,593
(112,915) $
(349,358) $
7,865
5,877
(14,411)
20,684
57,695
88,161
26,970
—
—
19,655
(136,862) $
(432,781) $
6,694
3,838
—
19,377
52,405
144,826
5,285
27,027
15,597
15,000
25,240
6,869
(110,623) $
375,764
231,984
19,597
17,263
73,116
54,425
40,668
5,921
818,738
533,228
213,484
5,877
(14,411)
20,684
57,695
88,161
26,970
64,766
17,292
23,035
1,036,781
693,562
200,698
3,838
(210,428)
19,377
52,405
144,826
5,285
27,027
15,597
15,000
25,240
14,237
1,006,664
(a) During the year ended December 31, 2020, we recorded severance expenses as part of business reorganization plans, impacting each of our businesses and Corporate,
primarily in the U.S., Belgium, Germany and with our Jordanian joint venture partner. We recorded expenses of $0.7 million in Cost of goods sold, $19.2 million in
SG&A and a $0.3 million gain in Net income attributable to noncontrolling interests for the portion of severance expense allocated to our Jordanian joint venture
partner. The balance of unpaid severance is recorded in Accrued expenses and is primarily expected to be paid through 2021. In addition, we recorded severance
payments as part of a business reorganization plans of $5.9 million recorded in Selling, general and administrative expenses for the year
110
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
ended December 31, 2019 and $0.1 million and $3.7 million recorded in Cost of goods sold and Selling, general and administrative expenses, respectively, for the year
ended December 31, 2018.
(b) See Note 2, “Acquisitions,” for additional information.
(c)
Included amounts for the year ended December 31, 2020 recorded in:
• Cost of goods sold - $1.3 million of expense related to a legal matter as part of a prior acquisition in our Lithium business.
• SG&A - $3.1 million of shortfall contributions for our multiemployer plan financial improvement plan and $3.8 million of a net expense primarily relating to
the increase of environmental reserves at non-operating businesses we have previously divested.
• Other expenses, net - $7.2 million gain related to the sale of our ownership percentage in the SOCC joint venture, $3.6 million of a net gain primarily relating to
the sale of intangible assets in our Bromine business and property in Germany not used as part of our operations and a $2.5 million net gain resulting from the
settlement of legal matters related to a business sold or a site in the process of being sold, partially offset by $9.6 million of losses resulting from the adjustment
of indemnifications related to previously disposed businesses and $1.2 million of expenses related to other costs outside of our regular operations.
(d) Gain of $3.3 million recorded in Selling, general and administrative expenses related to the release of liabilities as part of the sale of a property and $11.1 million gain
recorded in Other expenses, net related to the sale of land in Pasadena, Texas not used as part of our operations.
Included in Interest and financing expenses is a loss on early extinguishment of debt of $4.8 million. See Note 14, “Long-Term Debt,” for additional information.
(e)
(f) Represents our 49% share of a tax settlement between our Windfield joint venture and an Australian taxing authority, recorded in Equity in net income of
unconsolidated investments (net of tax). This is offset in Income tax expense by a discrete tax benefit related to seeking treaty relief from the competent authority to
prevent double taxation.
Included amounts for the year ended December 31, 2019 recorded in:
(g)
• Cost of goods sold - $0.7 million related to non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
• Selling, general and administrative expenses - $1.8 million of shortfall contributions for our multiemployer plan financial improvement plan, $0.9 million of a
write-off of uncollectible accounts receivable from a terminated distributor in the Bromine Specialties segment, $1.0 million related to the settlement of
terminated agreements, primarily in the Catalysts segment, and $0.8 million related to the settlement of an ongoing audit in the Lithium segment.
• Other expenses, net - $3.1 million of unrecoverable vendor costs outside the operations of the business related to the construction of the future Kemerton
production facility, $9.8 million of a net loss primarily resulting from the adjustment of indemnifications and other liabilities related to previously disposed
businesses or purchase accounting, $3.6 million of asset retirement obligation charges related to the update of an estimate at a site formerly owned by
Albemarle, and $1.2 million of non-operating pension costs from our 50% interest in JBC.
(h) See Note 3, “Divestitures,” for additional information.
(i)
(j)
Included in Other expenses, net. See Note 17, “Commitments and Contingencies,” for additional information.
Increase in environmental reserve to indemnify the buyer of a formerly owned site recorded in Other expenses, net. As defined in the agreement of sale, this
indemnification has a set cutoff date in 2024, at which point we will no longer be required to provide financial coverage.
Included in Selling, general and administrative expenses is a charitable contribution, using a portion of the proceeds received from the Polyolefin Catalysts Divestiture,
to the Albemarle Foundation, a non-profit organization that sponsors grants, health and social projects, educational initiatives, disaster relief, matching gift programs,
scholarships and other charitable initiatives in locations where our employees live and operate. This contribution is in addition to the normal annual contribution made
to the Albemarle Foundation by the Company, and is significant in size and nature in that it is intended to provide more long-term benefits in the communities where
we live and operate.
Included in Other expenses, net is $19.7 million related to the proposed settlement of an ongoing audit of a previously disposed business in Germany, and $5.5 million
related to the adjustment of indemnifications previously recorded from disposed businesses.
(k)
(l)
(m) Included amounts for the year ended December 31, 2018 recorded in:
• Cost of goods sold - $4.9 million for the write-off of fixed assets related to a major capacity expansion in our Jordanian joint venture and $8.8 million related to
non-routine labor and compensation related costs in Chile that are outside normal compensation arrangements.
• Selling, general and administrative expenses - $2.3 million of shortfall contributions for our multiemployer plan financial improvement plan and a $1.2 million
contribution, using a portion of the proceeds received from the Polyolefin Catalysts Divestiture, to schools in the state of Louisiana for qualified tuition
purposes. This contribution is significant in size and is intended to provide long-term benefits for families in the Louisiana community. This was partially offset
by a $1.5 million gain related to a refund from Chilean authorities due to an overpayment made in a prior year.
• Other expenses, net - $1.5 million gain related to the reversal of previously recorded liabilities of disposed businesses.
111
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Identifiable assets:
(a)
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
(b)
Total identifiable assets
2020
December 31,
2019
(In thousands)
$
$
7,134,229
867,648
1,066,089
136,659
1,246,321
10,450,946
$
$
6,570,791
799,456
1,163,590
146,211
1,180,815
9,860,863
$
$
2018
4,605,070
753,157
1,134,975
128,185
960,287
7,581,674
(a)
Increase in Lithium identifiable assets at December 31, 2020 and 2019 primarily due to capital expenditures for growth and capacity increases, as well as the
acquisition of 60% interest in MRL’s Wodgina Project assets.
Depreciation and amortization:
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
Total depreciation and amortization
Capital expenditures:
Lithium
Bromine Specialties
Catalysts
All Other
Corporate
Total capital expenditures
Net Sales
(a)
:
United States
Foreign
(b)
Total
2020
Year Ended December 31,
2019
(In thousands)
2018
112,854
50,310
49,985
8,498
10,337
231,984
720,563
57,486
44,448
6,792
21,188
850,477
$
$
$
$
99,424
47,611
50,144
8,440
7,865
213,484
665,585
82,208
57,939
7,309
38,755
851,796
2020
Year Ended December 31,
2019
(In thousands)
743,834
2,385,075
3,128,909
$
$
858,084
2,731,343
3,589,427
$
$
$
$
$
$
95,193
41,607
49,131
8,073
6,694
200,698
500,849
79,357
52,019
5,232
62,534
699,991
2018
887,416
2,487,534
3,374,950
$
$
$
$
$
$
(a) Net sales are attributed to countries based upon shipments to final destination.
(b)
In 2020, net sales to Korea, China and Japan represented 14%, 14% and 13%, respectively, of total net sales. In 2019, net sales to Korea, China and Japan represented
17%, 13%, and 12%, respectively, of total net sales. In 2018, net sales to Korea, China and Japan represented 13%, 12%, and 10%, respectively, of total net sales.
112
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Long-Lived Assets
(a)
:
United States
Australia
Chile
Jordan
Netherlands
China
Germany
France
Brazil
Other foreign countries
Total
2020
As of December 31,
2019
(In thousands)
2018
$
$
1,007,793
2,362,377
1,814,658
256,640
181,206
122,749
90,174
45,505
24,393
66,273
5,971,768
$
$
1,003,496
1,981,642
1,687,090
256,363
165,782
109,235
89,568
44,936
37,165
68,499
5,443,776
$
$
929,291
407,141
1,406,478
254,800
166,853
91,160
101,168
43,698
40,464
65,937
3,506,990
(a) Long-lived assets are comprised of the Company’s Property, plant and equipment and joint ventures included in Investments.
113
Albemarle Corporation and Subsidiaries
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
NONE
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this report. Based on this
evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure
controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act,
is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Management’s report on internal control over financial reporting and the independent registered public accounting firm’s report are included in Item 8
under the captions entitled “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting
Firm” and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) occurred during the fiscal
quarter ended December 31, 2020 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information.
NONE
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 will be contained in the Proxy Statement and is incorporated herein by reference. In addition, the
information in “Executive Officers of the Registrant” appearing after Item 4 in Part I of this Annual Report, is incorporated herein by reference.
Code of Conduct
We have adopted a code of conduct and ethics for directors, officers and employees, known as the Albemarle Code of Conduct. The Albemarle Code
of Conduct is available on our website, www.albemarle.com. Shareholders may also request a free copy of the Albemarle Code of Conduct from:
Albemarle Corporation, Attention: Investor Relations, 4250 Congress Street, Suite 900, Charlotte, North Carolina 28209. We will disclose any amendments
to, or waivers from, a provision of our Code of Conduct that applies to the principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions that relates to any element of the Code of Conduct as defined in Item 406 of Regulation S-K
by posting such information on our website.
New York Stock Exchange Certifications
Because our common stock is listed on the New York Stock Exchange (“NYSE”), our Chief Executive Officer is required to make, and he has made,
an annual certification to the NYSE stating that he was not aware of any violation by us of the corporate governance listing standards of the NYSE. Our
Chief Executive Officer made his annual certification to that effect to the NYSE as of May 13, 2020. In addition, we have filed, as exhibits to this Annual
Report on Form 10-K, the certifications of our principal executive officer and principal financial officer required under Sections 906 and 302 of the
Sarbanes-Oxley Act of 2002 to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure.
114
Albemarle Corporation and Subsidiaries
Additional information will be contained in the Proxy Statement and is incorporated herein by reference.
Item 11.
Executive Compensation.
The information required by this Item 11 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be contained in the Proxy Statement and is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services.
The information required by this Item 14 will be contained in the Proxy Statement and is incorporated herein by reference.
PART IV
Item 15.
Exhibits and Financial Statement Schedules.
(a)(1) The following consolidated financial and informational statements of the registrant are included in Part II Item 8 on pages 51 to 106:
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to the Consolidated Financial Statements
(a)(2) No Financial Statement Schedules are provided in accordance with Item 15(a)(2) as the information is either not applicable, not required or has been
furnished in the Consolidated Financial Statements or Notes thereto.
(a)(3)
Exhibits
The following documents are filed as exhibits to this Annual Report on Form 10-K pursuant to Item 601 of Regulation
S-K:
2.1
2.2
Agreement and Plan of Merger, dated as of July 15, Agreement and Plan of Merger, dated as of July 15, 2014, among
Albemarle Corporation, Albemarle Holdings Corporation and Rockwood Holdings, Inc. [filed as Exhibit 2.1 to the
Company’s Current Report on Form 8-K (No. 1-12658) filed on July 18, 2014, and incorporated herein by reference].
Share Purchase Agreement, dated as of June 17, 2016, between Albemarle Corporation and BASF SE [filed as Exhibit
2.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), filed on
August 5, 2016, and incorporated herein by reference].
115
Albemarle Corporation and Subsidiaries
2.3
2.4
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
First Amendment to the Share Purchase Agreement, dated December 7, 2016, between Albemarle Corporation and
BASF SE [filed as Exhibit 2.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016
(No. 1-12658), and incorporated herein by reference].
Second Amendment to the Share Purchase Agreement, dated December 14, 2016, between Albemarle Corporation and
BASF SE [filed as Exhibit 2.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016
(No. 1-12658), and incorporated herein by reference].
Amended and Restated Articles of Incorporation of Albemarle Corporation [filed as Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q (No. 1-12658) filed on August 7, 2018, and incorporated herein by reference].
Amended and Restated Bylaws, effective July 23, 2019, of Albemarle Corporation [filed as Exhibit 3.1 to the
Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on August 7, 2019, and incorporated herein by
reference].
Indenture, dated as of January 20, 2005, between Albemarle Corporation and The Bank of New York, as trustee [filed as
Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 20, 2005, and incorporated
herein by reference].
Second Supplemental Indenture, dated as of December 10, 2010, between Albemarle Corporation and The Bank of New
York Mellon Trust Company, N.A., as successor trustee to The Bank of New York [filed as Exhibit 4.2 to the
Company’s Current Report on Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by
reference].
Third Supplemental Indenture, dated as of November 24, 2014, among Albemarle Corporation, Albemarle Holdings
Corporation (now Rockwood Holdings, Inc.) and Albemarle Holdings II Corporation (now Rockwood Specialties
Group, Inc.) and U.S. Bank National Association, as trustee [filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
Fourth Supplemental Indenture, dated as of January 29, 2015, among Albemarle Corporation, Rockwood Holdings, Inc.
(as successor by merger to Albemarle Holdings Corporation), Rockwood Specialties Group, Inc. (as successor by
merger to Albemarle Holdings II Corporation), The Bank of New York Mellon Trust Company, N.A., a national banking
association, as successor to The Bank of New York, as resigning trustee, and U.S. Bank National Association, as
successor trustee [filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on January 29,
2015, and incorporated herein by reference].
Form of Global Security for the 4.50% Senior Notes due 2020 [filed as Exhibit 4.3 to the Company’s Current Report on
Form 8-K (No. 1-12658) filed on December 10, 2010, and incorporated herein by reference].
Form of Global Security for the 4.150% Senior Notes due 2024 [filed as Exhibit 4.3 to the Company’s Current Report
on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
Form of Global Security for the 5.450% Senior Notes due 2044 [filed as Exhibit 4.4 to the Company’s Current Report
on Form 8-K (No. 1-12658) filed on November 24, 2014, and incorporated herein by reference].
Form of Global Security for the 1.875% Senior Notes due 2021 [filed as Exhibit 4.8 to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2014 (No. 1-12658), and incorporated herein by reference].
Fifth Supplemental Indenture, dated as of November 25, 2019, among Albemarle Corporation, Albemarle Wodgina Pty
Ltd and U.S. Bank National Association, as trustee [filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K
(No. 1-12658) filed on November 25, 2019, and incorporated herein by reference].
4.10
Form of Floating Rate Note due 2022 [filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (No. 1-12658)
filed on November 25, 2019, and incorporated herein by reference].
116
Albemarle Corporation and Subsidiaries
4.11
4.12
4.13
4.14
#10.1
#10.2
#10.3
#10.4
#10.5
#10.6
#10.7
#10.8
Form of 3.450% Note due 2029 [filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K (No. 1-12658) filed
on November 25, 2019, and incorporated herein by reference].
Form of 1.125% Note due 2025 [filed as Exhibit 4.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed
on November 25, 2019, and incorporated herein by reference].
Form of 1.625% Note due 2028 [filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed
on November 25, 2019, and incorporated herein by reference].
Description of Securities [filed as Exhibit 4.14 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2019 (No. 1-12658), and incorporated herein by reference].
2013 Stock Compensation and Deferral Election Plan for Non-Employee Directors of Albemarle Corporation [filed as
Annex A to the Company’s definitive Proxy Statement on Schedule 14A (No. 1-12658) filed on March 28, 2013, and
incorporated herein by reference].
First Amendment to the Albemarle Corporation Stock Compensation and Deferral Election Plan [filed as Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (No. 1-12658), and incorporated
herein by reference].
Compensation Arrangement with Luther C. Kissam, IV, dated August 29, 2003 [filed as Exhibit 10.10 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2005 (No. 1-12658), and incorporated herein by
reference].
Form of Notice of Option Grant under the Albemarle Corporation 2008 Incentive Plan [filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K (No. 1-12658) filed on March 2, 2016, and incorporated herein by reference].
Form of Notice of TSR Performance Unit Award [filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K
(No. 1-12658) filed on March 2, 2016, and incorporated herein by reference].
Form Notice of Restricted Stock Unit Award under the Albemarle Corporation 2008 Incentive Plan [filed as Exhibit
10.4 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein
by reference].
Form of Notice of TSR Performance Unit Award under the Albemarle Corporation 2008 Incentive Plan [filed as Exhibit
10.5 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and incorporated herein
by reference].
Form of Notice of TSR Performance Unit Award under the Albemarle Corporation 2017 Incentive Plan [filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 9, 2018, and incorporated herein by
reference].
#10.9
Form of Notice of Option Grant under the Albemarle Corporation 2017 Incentive Plan [filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 9, 2018, and incorporated herein by reference].
#10.10
#10.11
#10.12
Form of Notice of Restricted Stock Unit Award under the Albemarle Corporation 2017 Incentive Plan [filed as Exhibit
10.3 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 9, 2018, and incorporated herein by
reference].
Form of Notice of ROIC Performance Unit Award under the Albemarle Corporation 2017 Incentive Plan [filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 8, 2019, and incorporated
herein by reference].
Notice of 3-Year Cliff Vest Restricted Stock Unit Award under the Albemarle Corporation 2017 Incentive Plan [filed as
Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 8, 2019, and incorporated
herein by reference].
117
Albemarle Corporation and Subsidiaries
#10.13
#10.14
#10.15
#10.16
#10.17
#10.18
#10.19
#10.20
Form of Notice of NEO Special Retention Restricted Stock Unit Award under the Albemarle Corporation 2017
Incentive Plan [filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 27,
2020, and incorporated herein by reference].
Form of Notice of Special Restricted Stock Unit Award under the Albemarle Corporation 2017 Incentive Plan [filed as
Exhibit 10.6 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on February 27, 2020, and incorporated
herein by reference].
Amended and Restated Albemarle Corporation Supplemental Executive Retirement Plan, effective as of January 1,
2005 [filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2014 (No. 1-12658), and incorporated herein by reference].
First Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 1, 2010
[filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(No. 1-12658), and incorporated herein by reference].
Second Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 18, 2011
[filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(No. 1-12658), and incorporated herein by reference].
Third Amendment to the Albemarle Corporation Supplemental Executive Retirement Plan, dated December 2, 2013
[filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(No. 1-12658), and incorporated herein by reference].
Form of Severance Compensation Agreement (Pension-Eligible Employees) [filed as Exhibit 10.19 to the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by
reference].
Form of Severance Compensation Agreement (Non-Pension-Eligible Employees) [filed as Exhibit 10.20 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated
herein by reference].
#10.21
Form of Amendment to Severance Compensation Agreement [filed as Exhibit 10.21 to the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2015 (No. 1-12658), and incorporated herein by reference].
#10.22
#10.23
#10.24
#10.25
Second Amendment to Severance Compensation Agreement between Luther C. Kissam, IV and Albemarle Corporation
[filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 9, 2016, and
incorporated herein by reference].
Form of Second Amendment to Severance Compensation Agreement between each of Karen Narwold and Scott Tozier,
and Albemarle Corporation [filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on
December 9, 2016, and incorporated herein by reference].
Albemarle Corporation Severance Pay Plan, as revised effective as of December 13, 2006 [filed as Exhibit 10.6 to the
Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and incorporated herein by
reference].
Amended and Restated Albemarle Corporation Benefits Protection Trust, effective as of December 13, 2006 [filed as
Exhibit 10.9 to the Company’s Current Report on Form 8-K (No. 1-12658) filed on December 18, 2006, and
incorporated herein by reference].
#10.26
Albemarle Corporation Employee Relocation Policy [filed as Exhibit 10.33 to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2008 (No. 1-12658), and incorporated herein by reference].
118
Albemarle Corporation and Subsidiaries
#10.27
#10.28
#10.29
#10.30
#10.31
#10.32
#10.33
#10.34
#10.35
Albemarle Corporation 2008 Incentive Plan, as amended and restated as of April 20, 2010 [filed as Exhibit 10.1 to the
Company’s Registration Statement on Form S-8 (No. 333-166828) filed on May 14, 2010, and incorporated herein by
reference].
Amended and Restated Albemarle Corporation Executive Deferred Compensation Plan, effective as of January 1, 2013
[filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(No. 1-12658), and incorporated herein by reference].
First Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 14, 2014
[filed as Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014
(No. 1-12658), and incorporated herein by reference].
Second Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of February 12,
2015 [filed as Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2015 (No. 1-12658), and incorporated herein by reference].
Third Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 31, 2015
[filed as Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015
(No. 1-12658), and incorporated herein by reference].
Fourth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of December 17,
2015 [filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2015 (No. 1-12658), and incorporated herein by reference].
Fifth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of March 31, 2017
[filed as Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017
(No. 1-12658), and incorporated herein by reference].
Sixth Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of July 5, 2017 [filed
as Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (No. 1-
12658), and incorporated herein by reference].
Seventh Amendment to the Albemarle Corporation Executive Deferred Compensation Plan, dated as of November 9,
2017 [filed as Exhibit 10.40 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2017 (No. 1-12658), and incorporated herein by reference].
#10.36
Albemarle Corporation 2017 Incentive Plan, adopted May 12, 2017 [filed as Appendix A to the Company’s Definitive
Proxy Statement filed on March 30, 2017, and incorporated herein by reference].
#10.37
#10.38
10.39
10.40
Albemarle Corporation Compensation Recoupment and Forfeiture Policy effective July 10, 2017 [filed as Exhibit 10.1
to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (No. 1-12658), and incorporated
herein by reference].
Form of letter agreement dated February 26, 2018 between the Company and each of Luther C. Kissam, IV, Karen
Narwold, Scott Tozier and Donald J. LaBauve, Jr. [filed as Exhibit 10.43 to the Company’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2017 (No. 1-12658), and incorporated herein by reference].
Credit Agreement, dated as of June 21, 2018, among Albemarle Corporation, Albemarle Global Finance Company SCA
and Albemarle Europe SPRL, as borrowers, certain of the Company’s subsidiaries that from time to time become parties
thereto, the several banks and other financial institutions as may from time to time become parties thereto, and Bank of
America, N.A., as Administrative Agent and Swing Line Lender [filed as Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q (No. 1-12658) filed on August 7, 2018, and incorporated herein by reference].
Asset Sale and Share Subscription Agreement, dated December 14, 2018, by and among Albemarle Corporation,
Albemarle Wodgina Pty Ltd, a wholly-owned subsidiary of Albemarle Corporation, Mineral Resources Limited and
Wodgina Lithium Pty Ltd, a wholly-owned subsidiary of Mineral Resources Limited [filed as Exhibit 10.41 to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (No. 1-12658), and incorporated
herein by reference].
119
Albemarle Corporation and Subsidiaries
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
10.50
10.51
Form of Wodgina Joint Venture Agreement by and among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd and
Wodgina Lithium Operations Pty Ltd [filed as Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 (No. 1-12658), and incorporated herein by reference].
Form of Letter Agreement, dated June 13, 2019, among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd,
Mineral Resources Limited and the Company [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
(No. 1-12658) filed on August 7, 2019, and incorporated herein by reference].
Form of Amendment Deed to Asset Sale and Share Subscription Agreement, dated August 1, 2019, among Wodgina
Lithium Pty Ltd, Albemarle Wodgina Pty Ltd, Mineral Resources Limited and the Company [filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on August 7, 2019, and incorporated herein by
reference].
Form of MRL Kemerton Asset Sale Agreement among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd, Mineral
Resources Limited, Albemarle Lithium Pty Ltd and the Company [filed as Exhibit 10.3 to the Company’s Quarterly
Report on Form 10-Q (No. 1-12658) filed on August 7, 2019, and incorporated herein by reference].
Form of break fee letter, dated August 1, 2019, between the Company and Mineral Resources Limited [filed as Exhibit
10.4 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on August 7, 2019, and incorporated herein
by reference].
Syndicated Facility Agreement, dated as of August 14, 2019, among Albemarle Corporation, Albemarle Finance
Company B.V., Albemarle New Holding GmbH, Albemarle Wodgina Pty Ltd, the Lenders Party Thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q
(No. 1-12658) filed on November 6, 2019, and incorporated herein by reference].
First Amendment to Credit Agreement, dated as of August 14, 2019, among Albemarle Corporation, Albemarle Europe
SRL, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders [filed as Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on November 6, 2019, and incorporated
herein by reference].
MARBL Joint Venture Agreement, dated August 1, 2019, among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty
Ltd, and MARBL Lithium Operations [filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (No. 1-
12658) filed on November 6, 2019, and incorporated herein by reference].
Amendment Deed to Asset Sale and Share Subscription Agreement and MRL Kemerton ASA, dated August 1, 2019,
among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd, Mineral Resources Limited, Albemarle Corporation, and
Albemarle Lithium Pty Ltd [filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed
on November 6, 2019, and incorporated herein by reference].
Second Amendment to Credit Agreement, dated as of May 11, 2020, among Albemarle Corporation, Albemarle Europe
SRL, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent for the Lenders [filed as Exhibit
10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein
by reference].
First Amendment to Syndicated Facility Agreement, dated as of May 11, 2020, among Albemarle Corporation,
Albemarle Finance Company B.V., Albemarle New Holding GmbH, Albemarle Wodgina Pty Ltd, the Lenders Party
Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent [filed as Exhibit 10.2 to the Company’s Quarterly
Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference].
#10.52
Executive Employment Agreement with J. Kent Masters, dated April 20, 2020 [filed as Exhibit 10.3 to the Company’s
Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference].
120
Albemarle Corporation and Subsidiaries
#10.53
Change in Control Agreement with J. Kent Masters, dated April 20, 2020 [filed as Exhibit 10.4 to the Company’s
Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference].
#10.54
Notice of Restricted Stock Unit Award to J. Kent Masters, dated May 8, 2020 [filed as Exhibit 10.5 to the Company’s
Quarterly Report on Form 10-Q (No. 1-12658) filed on May 11, 2020, and incorporated herein by reference].
#10.55
Second Amendment to the Albemarle Corporation 2013 Stock Compensation and Deferral Election Plan for Non-
Employee Directors [filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 1-12658) filed on
August 5, 2020, and incorporated herein by reference].
*#10.56
Third Amendment to the Albemarle Corporation 2013 Stock Compensation and Deferral Election Plan for Non-
Employee Directors.
*10.57
Second Amendment to Syndicated Facility Agreement, dated as of December 15, 2020, among Albemarle Corporation,
Albemarle Finance Company B.V., Albemarle New Holding GmbH, Albemarle Wodgina Pty Ltd, the Lenders Party
Thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
*21.1
Subsidiaries of the Company.
*23.1
Consent of PricewaterhouseCoopers LLP.
*31.1
*31.2
*32.1
*32.2
*101
Certification of Chief Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended.
Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Interactive Data Files (Annual Report on Form 10-K, for the fiscal year ended December 31, 2020, furnished in XBRL
(eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements
of Income for the fiscal years ended December 31, 2020, 2019 and 2018, (ii) the Consolidated Statements of
Comprehensive Income for the fiscal years ended December 31, 2020, 2019 and 2018, (iii) the Consolidated Balance
Sheets at December 31, 2020 and 2019, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended
December 31, 2020, 2019 and 2018, (v) the Consolidated Statements of Cash Flows for the fiscal years ended
December 31, 2020, 2019 and 2018 and (vi) the Notes to Consolidated Financial Statements.
#
*
Management contract or compensatory plan or arrangement.
Included with this filing.
Item 16.
Form 10-K Summary.
NONE
121
Albemarle Corporation and Subsidiaries
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
SIGNATURES
ALBEMARLE CORPORATION
(Registrant)
By:
/S/ J. KENT MASTERS
(J. Kent Masters)
Chairman, President and Chief Executive Officer
Dated: February 19, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of February 19, 2021.
Signature
Title
/S/ J. KENT MASTERS
(J. Kent Masters)
/S/ SCOTT A. TOZIER
(Scott A. Tozier)
/S/ JOHN C. BARICHIVICH III
(John C. Barichivich III)
/S/ M. LAURIE BRLAS
(M. Laurie Brlas)
/S/ LUTHER C. KISSAM IV
(Luther C. Kissam IV)
/S/ GLENDA J. MINOR
(Glenda J. Minor)
/S/ JAMES J. O’BRIEN
(James J. O’Brien)
/S/ DIARMUID B. O’CONNELL
(Diarmuid B. O’Connell)
/S/ DEAN L. SEAVERS
(Dean L. Seavers)
/S/ GERALD A. STEINER
(Gerald A. Steiner)
/S/ HOLLY A. VAN DEURSEN
(Holly A. Van Deursen)
/S/ ALEJANDRO D. WOLFF
(Alejandro D. Wolff)
Chairman, President and Chief Executive Officer (principal executive
officer)
Executive Vice President, Chief Financial Officer (principal financial
officer)
Vice President, Corporate Controller and Chief Accounting Officer (principal accounting
officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
122
Exhibit 10.56
THIRD AMENDMENT TO THE
ALBEMARLE CORPORATION
2013 STOCK COMPENSATION AND DEFERRAL ELECTION
PLAN
FOR NON-EMPLOYEE DIRECTORS
In accordance with Article 12 of the Albemarle Corporation 2013 Stock Compensation and Deferral Election
Plan for Non-Employee Directors, as amended January 1, 2020 (the “Plan”), the Plan is hereby amended as follows:
1.
2.
Section 1.1 is amended by adding “or the ‘Corporation’ ” immediately after the “ ‘Company’ .”
Section 2.10 is amended in its entirety to read as follows:
“2.10 ‘Cash Compensation’ means a Director’s Chair Fee and Retainer Fee for the Compensation
Year, which fees are paid on a quarterly basis. With respect to the Lead Independent Director or
Non-Executive Chairman (“NEC”) of the Board, Cash Compensation shall also include additional
fees paid to them for services rendered as the Lead Independent Director or NEC of the Board.”
3.
Section 2.12 is amended in its entirety to read as follows:
“2.12 ‘Chair Fee’ means that portion of a Director’s Cash Compensation that is fixed and paid for
service as a Chair of the Audit and Finance Committee, the Capital Investment Committee, the
Executive Compensation Committee, the Health Safety and Environment Committee or the
Nominating and Governance Committee of the Board.”
4.
Section 2.20 is amended in its entirety to read as follows:
“2.20 ‘Deferral Election Form’ means any instrument, whether in paper, electronic or such other
form or manner prescribed by the Administrator, governed by the provisions of Article 7 of this
Plan, including the portion that is the Distribution Election Form and the related Beneficiary
Designation Form that applies to all of that Director’s Deferred Benefits under the Plan.”
1
5.
Section 2.24 is amended by replacing the last sentence therein in its entirety with the following new
sentence:
“A Deferred Cash Account will be credited periodically with amounts based upon Directed
Investments, pursuant to Section 7.3(b) of this Plan.”
6.
Section 2.30 is amended in its entirety to read as follows:
7.
8.
9.
“2.30 ‘Retainer Fee’ means that portion of a Director’s Cash Compensation that is fixed
and paid without regard to attendance at meetings, other than Chair Fees.”
Section 2.41 is deleted in its entirety.
Article 2 is amended to alphanumerically re-order and re-number each section therein.
Section 5.1 is amended in its entirety to read as follows:
“5.1 Eligibility. Each Director of the Corporation on the Effective Date of the Plan or who
thereafter becomes a Director of the Corporation shall be eligible to participate in the Plan until the
Director is no longer serving as a non-employee director of the Corporation.”
10.
Section 7.3 is amended in its entirety to read as follows:
“7.3 Deferred Cash Benefits.
(a) Deferred Cash Benefits will be set up in a Deferred Cash Account for each Director and
credited with earnings and losses based on the experience of Directed Investments pursuant to
subparagraph (b)(i) of this Section 7.3. Deferred Cash Benefits are credited to the applicable
Director’s Deferred Cash Account as of the day they would have been paid but for the deferral.
(b) (i) Pursuant to Directed Investments, each Director shall complete a portfolio allocation form
electing from among a series of hypothetical investment options designated by the Administrator
into which the Deferred Cash Benefits shall be credited. The performance of a Director’s Deferred
Cash
2
Benefits shall be measured based upon the investment options selected. A Director’s Deferred Cash
Benefits shall be credited with such hypothetical crediting rates calculated after any investment
managers’ and other applicable expenses have been deducted. Investment options may be changed at
such times and in the form and manner prescribed by the Administrator, with such form and manner
typically being an on-line election made via a third party record keeper’s secure website. Except as
otherwise determined by the Administrator, revised or changed investment elections shall be
effective consistent with the timing disclosed on the third party record keeper’s secure website,
typically by the next business day provided that the election is properly made before any stated
deadlines. Directors’ Deferred Cash Benefits shall be credited daily with investment gains and losses
as if such Benefits were invested in one or more of the Plan’s investment options, as selected by the
Director, less administrative charges applied against the particular investment options. To the extent
a Director fails to make an election pursuant to this subparagraph (ii), the Director shall be deemed
to have elected that all Deferred Cash Benefits be invested in the investment option that constitutes
the applicable default investment alternative as designated by the Administrator.
(ii) Interest, earnings and losses shall accrue through the latest date administratively practicable
preceding the date of distribution of a Deferred Cash Benefit, which date is referred to in this Plan as
the Cash Distribution Date.”
11.
Section 7.4(c) of the Plan is amended in its entirety to read as follows:
“Directors may exercise a one-time election to transfer some or all of the amounts deferred
in their Deferred Stock Accounts to Deferred Cash Accounts which shall thereafter accrue
value as Directed Investments pursuant to Section 7.3(b), provided, that, the one-time
election right under this Section 7.4(c) shall be available only if (i) at the time of such
election, the Director has completed 5 or more years of service on the Board, (ii) the
Director shall satisfy the Company’s stock holding requirements then in effect following
such transfer, and (iii) the Director’s election is made during an open window period as
defined in the Company’s Insider Trading Policy.”
3
12.
The Plan is amended to replace all references therein to subparagraphs “(b)(ii)” and “(b)(iii)” of Section
7.3 with references to subparagraphs “(b)(i)” and “(b)(ii)” of Section 7.3, respectively.
13.
The first paragraph of Section 8.1(c) is amended in its entirety to read as follows:
“(c) Unless otherwise specified in a Director’s Distribution Election Form, any lump sum payment
will be paid or installment payments will begin to be paid on the February 15th of the year following
the earlier of the year in which the Director reaches age sixty-five and the year in which the Director
Terminates. For distributions that would automatically be caused under the preceding sentence by a
Director’s Termination (other than due to death or Disability) or for distributions that would
otherwise automatically begin because a Director reaches age sixty-five, the Director may elect on
their Distribution Election Form that payments are to begin:
(i) on the February 15th of the year following the year in which they Terminate, without regard to
their age; or
(ii) on the February 15th of the year following the later of the year in which they Terminate and
the year in which they attain a specified age; or
(iii) on the February 15th of the year following the year in which they attain a specified age,
regardless of when they Terminate.
14.
The Plan is amended to replace all references therein to “his or her” with “their” and all references therein
to “he or she” with “they.”
4
IN WITNESS WHEREOF, the Corporation by its duly authorized officer and with its seal affixed, has caused
these presents to be signed as of this 4 day of December, 2020.
th
ALBEMARLE CORPORATION
By: /s/ Karen G. Narwold
Karen G. Narwold
Executive Vice President, Chief Administrative Officer, General
Counsel and Corporate Secretary
5
Exhibit 10.57
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of December 15, 2020 (this
“Agreement”), among ALBEMARLE CORPORATION, a Virginia corporation (the “Company”), ALBEMARLE
FINANCE COMPANY B.V., a besloten vennootschap organized under the laws of the Netherlands, with its official
seat in Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce under number 71812075
(“Albemarle Finance”), ALBEMARLE NEW HOLDING GMBH, a Gesellschaft mit beschränkter Haftung
incorporated under the laws of the Federal Republic of Germany (“Albemarle Germany” and, together with the
Company, the “Borrowers”), ALBEMARLE WODGINA PTY LTD (ACN 630 509 303), a proprietary limited
company incorporated under the laws of Australia (“Albemarle Wodgina”), the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RECITALS
WHEREAS, reference is made to the Syndicated Facility Agreement dated as of August 14, 2019 (as heretofore amended,
the “Existing Credit Agreement”), among the Borrowers, Albemarle Finance, Albemarle Wodgina, the Lenders party thereto (the “Existing
Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent; and
WHEREAS, the Company has requested (a) the establishment on the Restatement Effective Date of Tranche 2 Commitments
in an aggregate amount of $500,000,000, (b) the extension of the final scheduled maturity applicable to the Loans under the Existing Credit
Agreement outstanding on the Restatement Effective Date (the “Existing Loans”) from April 19, 2021 to April 19, 2023 and (c) the
amendment and restatement of the Existing Credit Agreement to be in the form of the Restated Credit Agreement, and each of the Existing
Lenders and the Tranche 2 Lenders have agreed to such amendments, all on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used but not otherwise defined herein (including in the recitals hereto) have
the meanings assigned to them in the Existing Credit Agreement or the Restated Credit Agreement, as applicable. The Existing Credit
Agreement and the Restated Credit Agreement are sometimes collectively referred to as the “Credit Agreement”.
SECTION 2. Amendment and Restatement of Existing Credit Agreement.
(a)
Effective as of the Restatement Effective Date, (i) the Existing Credit Agreement (excluding, except as set forth
below, the Schedules and Exhibits thereto, each of which shall, except as set forth below, remain as in effect immediately prior to the
Restatement Effective Date) is hereby amended and restated to be in the form attached as Exhibit I hereto (the Existing Credit Agreement, as
so amended and restated, being referred to as the “Restated Credit Agreement”), and (ii) each of Albemarle Finance and Albemarle Wodgina
shall cease to be a party to, and shall cease to have any rights, benefits or privileges under, or to be subject to any obligations under, the
Restated Credit Agreement.
(b)
Effective as of the Restatement Effective Date, Schedule 2.01 to the Existing Credit Agreement is hereby amended
and restated to be in the form of Schedule 2.01 to the Restated Credit Agreement.
(c)
Effective as of the Restatement Effective Date, each of Exhibits A, B, C and D to the Existing Credit Agreement is
hereby amended and restated to be in the form of Exhibits A, B, C and D, respectively, to the Restated Credit Agreement.
SECTION 3. Redesignation of Existing Loans as Tranche 1 Loans; Tranche 2 Commitments. On the terms set forth herein
and in the Restated Credit Agreement, and subject to the conditions set forth herein, on and as of the Restatement Effective Date:
(a)
the Existing Loans of each Existing Lender shall be redesignated as, and shall continue to be outstanding under the
Restated Credit Agreement as, the Tranche 1 Loans of such Existing Lender in the same principal amount and currency, to the same
Borrower and of the same Type (and, in the case of the Existing Loans that are Eurocurrency Rate Loans, for the same Interest Period), as
such Existing Lender’s Existing Loans immediately prior to the Restatement Effective Date; and
(b)
each Person whose name is set forth on Schedule 2.01 to the Restated Credit Agreement (collectively, the “Tranche 2
Lenders”) shall have a Tranche 2 Commitment in the amount set forth opposite such Tranche 2 Lender’s name on such Schedule.
The terms of the Tranche 1 Loans shall be as set forth in the Restated Credit Agreement, and on and as of the Restatement Effective Date,
each Lender holding a Tranche 1 Loan shall be referred to as a “Tranche 1 Lender” and shall continue to be a party to, and a “Lender” under,
the Restated Credit Agreement and shall have all the rights, benefits and privileges of, and shall be subject to all the obligations of, a
“Tranche 1 Lender” and a “Lender” under the Restated Credit Agreement. The terms of the Tranche 2 Commitments, and the Tranche 2
Loans made thereunder, shall be as set forth in the Restated Credit Agreement, and on and as of the Restatement Effective Date, each Lender
holding a Tranche 2 Commitment or a Tranche 2 Loan shall be referred to as a “Tranche 2 Lender” and shall be a party to, and a “Lender”
under, the Restated Credit Agreement and shall have all the rights, benefits and privileges of, and shall be subject to all the obligations of, a
“Tranche 2 Lender” and a “Lender” under the Restated Credit Agreement.
SECTION 4.
Effectiveness. This Agreement shall become effective, as of the date first written above, on the first date (the
“Restatement Effective Date”) on which each of the following conditions shall have been satisfied:
(a)
The Administrative Agent shall have executed a counterpart of this Agreement and shall have received from each of
the Borrowers, Albemarle Finance, Albemarle Wodgina, the Existing Lenders and the Tranche 2 Lenders a counterpart of this
Agreement signed on behalf of such Person (which, subject to Section 11.22 of the Restated Credit Agreement, may include any
Electronic Signatures transmitted by fax, emailed .pdf or any other electronic means that reproduces an image of an actual executed
signature page).
(b)
The Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each
dated the Restatement Effective Date (or, in the case of certificates of Governmental Authorities, a recent date before the
Restatement Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i)
Notes executed by the Borrowers in favor of each Tranche 2 Lender requesting a Note;
2
(ii)
copies of the Organization Documents of each Borrower certified to be true and complete as of a recent date
by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where
applicable or unless otherwise approved by the Administrative Agent, and certified by a director, secretary or assistant
secretary of such Borrower to be true and correct as of the Restatement Effective Date;
(iii)
such certificates of resolutions or other action, incumbency certificates and/or other certificates of
Responsible Officers of each Borrower as the Administrative Agent may reasonably require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized to act in connection with this Agreement, the Restated
Credit Agreement and the other Loan Documents to which such Borrower is a party;
(iv)
such documents and certifications as the Administrative Agent may reasonably require to evidence that each
Borrower is duly incorporated or organized, and that each Borrower is validly existing, in good standing and qualified to
engage in business in its state of incorporation or organization; and
(v)
a certificate signed by a Responsible Officer of the Company certifying that (A) the representations and
warranties of the Borrowers contained in Section 5 hereof are true and correct in all material respects (in the case of any
representation and warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects) on and as
of the Restatement Effective Date, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case certifying that they are true and correct in all material respects (in the case of any representation and
warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects) as of such earlier date, and
(B) no Default exists.
(c)
The Administrative Agent shall have received written opinions (addressed to the Administrative Agent and the
Lenders and dated the Restatement Effective Date) of (i) Shearman and Sterling LLP, New York counsel for the Borrowers,
(ii) Troutman Sanders LLP, Virginia counsel for the Company, and (iii) Shearman & Sterling LLP, German counsel for Albemarle
Germany, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Borrowers hereby request
such counsel to deliver such opinions.
(d)
To the extent reasonably requested by any Lender at least 10 days prior to the Restatement Effective Date, the
Borrowers shall have provided to such Lender the documentation and other information so requested in connection with applicable
“know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least five days
prior to the Restatement Effective Date.
(e)
At least five days prior to the Restatement Effective Date, if any Borrower qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation, such Borrower shall deliver a Beneficial Ownership Certification in relation to such
Borrower.
(f)
The Company shall have paid all agreed fees due and payable to each Lender executing this Agreement and to
JPMorgan Chase Bank, N.A., and shall have reimbursed the Administrative Agent for all reasonable attorneys’ fees reimbursable by
the Company pursuant to the Restated Credit Agreement to the extent invoiced at least two Business Days prior to the Restatement
Effective Date.
3
SECTION 5. Representations and Warranties. Each Borrower represents and warrants as follows:
(a)
It has taken all necessary action to authorize the execution, delivery and performance of this Agreement.
(b)
This Agreement has been duly executed and delivered by such Borrower (and, in the case of the representation and
warranty made by the Company, by each of Albemarle Finance and Albemarle Wodgina) and constitutes the legal, valid and binding
obligations of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be
subject to (i) applicable Debtor Relief Laws, (ii) fraudulent transfer or conveyance laws, and (iii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law or in equity).
(c)
No consent, approval, authorization or order of, or filing, registration or qualification with, any court or
Governmental Authority or third party is required in connection with the execution, delivery or performance by such Borrower of
this Agreement, except for those the failure to obtain, occur or make would not reasonably be expected to have a Material Adverse
Effect.
(d)
The execution and delivery of this Agreement does not (i) violate, contravene or conflict with any provision of its
Organization Documents or (ii) violate, contravene or conflict with any Laws applicable to it, except in the case of clause (ii), to the
extent that it would not reasonably be expected to have a Material Adverse Effect.
(e)
After giving effect to this Agreement, (i) the representations and warranties set forth in Article VI of the Restated
Credit Agreement are true and correct in all material respects (in the case of any representation and warranty qualified by materiality
or Material Adverse Effect in the text thereof, in all respects), except to the extent that such representations and warranties
specifically refer to an earlier date, in which case such representations and warranties are true and correct in all material respects (in
the case of any representation and warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects) as
of such earlier date, and (ii) no Default exists.
SECTION 6.
Effect of this Agreement. (a) Except as expressly set forth herein, this Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or any Lender under
the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed
in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Borrower to any other consent to, or
any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document in similar or different circumstances.
(b)
On and after the Restatement Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”,
“hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Restated Credit
Agreement, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Restated Credit
Agreement. This Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
4
SECTION 7. Counterparts. This Agreement may be executed in any number of counterparts (and by different parties
hereto in different counterparts), each of which when so executed and delivered shall be an original, but all of which shall constitute one and
the same instrument. Delivery of an executed counterpart of this Agreement that is an Electronic Signature transmitted by fax, emailed .pdf
or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually
executed counterpart of this Agreement.
SECTION 8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (OTHER THAN THOSE CONFLICT OF LAW RULES THAT
WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION).
SECTION 9.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
SECTION 10. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way
affect the meaning or construction of any provision of this Agreement.
SECTION 11. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
SECTION 12.
Incorporation by Reference. The provisions of Sections 11.18(b), 11.18(c), 11.18(d), 11.19, 11.22 and 11.24
of the Restated Credit Agreement are hereby incorporated by reference as if set forth in full herein, mutatis mutandis.
[remainder of page intentionally left blank]
5
Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above
written.
ALBEMARLE CORPORATION
by
/s/ Karen G. Narwold
Name: Karen G. Narwold
Title: Executive Vice President, Chief Administrative Officer,
General Counsel and Corporate Secretary
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
Signed by the attorney for and on behalf of
ALBEMARLE WODGINA PTY LTD in accordance
with Section 127 of the Corporations Act 2001
/s/ Karen G. Narwold
Signature of Director
Karen G. Narwold
Name of Director (print)
[[5547101]]
/s/ Scott A. Tozier
Signature of Director
Scott A. Tozier
Name of Director (print)
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
ALBEMARLE FINANCE COMPANY B.V.
by
/s/ Adriaan Quist
Name: Adriaan Quist
Title: Managing Director
ALBEMARLE NEW HOLDING GMBH
by
/s/ Nicolas Roessler
Name: Nicolas Roessler
Title: Managing Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
the
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: BANK OF AMERICA, N.A.
by:
/s/ Mukesh Singh
Name:
Title:
Mukesh Singh
Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: HSBC Bank USA, National Association
by:
/s/ Peggy Yip
Name:
Title:
Peggy Yip
Vice President
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: Mizuho Bank, Ltd.
by:
/s/ Donna DeMegistris
Name:
Title:
Donna DeMegistris
Authorized Signatory
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: MUFG Bank, Ltd.
by:
/s/ Mark Maloney
Name:
Title:
Mark Maloney
Authorized Signatory
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: Sumitomo Mitsui Banking Corporation
by:
/s/ Jun Ashley
Name:
Title:
Jun Ashley
Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: U.S. BANK NATIONAL ASSOCIATION
by:
/s/ Mark Irey
Name:
Title:
Mark Irey
Vice President
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Banco Santandor, S.A., New York Branch, as Lender to Tranche 2:
by:
by:
/s/ Juan Galan
Name:
Title:
Juan Galan
Managing Director
/s/ Rita Walz-Cuccioli
Name:
Title:
Rita Walz-Cuccioli
Executive Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: Truist Bank
by:
/s/ Katherine Bass
Name:
Title:
Katherine Bass
Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: Credit Suisse AG, New York Branch
by:
by:
/s/ Doreen Barr
Name:
Title:
Doreen Barr
Authorized Signatory
/s/ Komal Shah
Name:
Title:
Komal Shah
Authorized Signatory
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: GOLDMAN SACHS BANK USA
by:
/s/ Jacob Elder
Name:
Title:
Jacob Elder
Authorized Signatory
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Santandor Bank, N.A., as a Lender to Tranche 1:
by:
by:
/s/ Andres Barbosa
Name:
Title:
Andres Barbosa
Managing Director
/s/ Zara Kamal
Name:
Title:
Zara Kamal
Vice President
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION
by:
/s/ Nathan R. Rantala
Name:
Title:
Nathan R. Rantala
Managing Director
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
SIGNATURE PAGE TO
AMENDMENT AND RESTATEMENT AGREEMENT
OF ALBEMARLE CORPORATION
Name of Lender: The Northern Trust Company
by:
/s/ Andrew D. Holtz
Name:
Title:
Andrew D. Holtz
Senior Vice President
[[5547101]]
ALBEMARLE CORPORATION
AMENDMENT AND RESTATEMENT AGREEMENT
EXHIBIT I
Amended and Restated Credit Agreement
[See Attached]
[[5547101]]
EXHIBIT I
SYNDICATED FACILITY AGREEMENT
dated as of August 14, 2019,
as amended and restated as of December 15, 2020,
among
ALBEMARLE CORPORATION,
ALBEMARLE NEW HOLDING GMBH,
THE LENDERS PARTY HERETO
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
JPMORGAN CHASE BANK, N.A.
and
BOFA SECURITIES, INC.,
as Joint Lead Arrangers and Joint Bookrunners
BANK OF AMERICA, N.A.,
as Syndication Agent
HSBC BANK USA, NATIONAL ASSOCIATION,
MIZUHO BANK, LTD.,
MUFG BANK, LTD.,
SUMITOMO MITSUI BANKING CORPORATION,
U.S. BANK NATIONAL ASSOCIATION,
Banco Santander, S.A., New York Branch
and
TRUIST BANK,
as Co-Documentation Agents
TABLE OF CONTENTS
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01. Defined Terms
SECTION 1.02. Other Interpretive Provisions
SECTION 1.03. Accounting Terms
SECTION 1.04. Rounding
SECTION 1.05. References to Agreements and Laws
SECTION 1.06. Blocking Regulation
SECTION 1.07. Interest Rate; LIBOR Notification
ARTICLE II
The Commitments and Loans
SECTION 2.01. Loans
SECTION 2.02. Borrowings, Conversions and Continuations of Loans
SECTION 2.03. [Reserved.]
SECTION 2.04. [Reserved.]
SECTION 2.05. Optional and Mandatory Prepayments
SECTION 2.06. Termination or Reduction of Commitments
SECTION 2.07. Repayment of Loans
SECTION 2.08. Interest
SECTION 2.09. Fees
SECTION 2.10. Computation of Interest and Fees
SECTION 2.11. Evidence of Debt
SECTION 2.12. Payments Generally; Administrative Agent’s Clawback
SECTION 2.13. Sharing of Payments
SECTION 2.14. [Reserved.]
SECTION 2.15. Extension of Maturity Date
SECTION 2.16. [Reserved.]
SECTION 2.17. Defaulting Lenders
ARTICLE III
Taxes, Yield Protection and Illegality
SECTION 3.01. Taxes
SECTION 3.02. Illegality
SECTION 3.03. Inability to Determine Rates
SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy and Liquidity
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SECTION 3.05. Funding Losses
SECTION 3.06. Matters Applicable to all Requests for Compensation
SECTION 3.07. Survival
ARTICLE IV
Guaranty
SECTION 4.01. The Guaranty
SECTION 4.02. Obligations Unconditional
SECTION 4.03. Reinstatement
SECTION 4.04. Certain Additional Waivers
SECTION 4.05. Remedies
SECTION 4.06. Guarantee of Payment; Continuing Guarantee
ARTICLE V
Conditions Precedent
SECTION 5.01. Conditions to the Restatement Effective Date
SECTION 5.02. Conditions to Each Funding Date
ARTICLE VI
Representations and Warranties
SECTION 6.01. Existence, Qualification and Power
SECTION 6.02. Authorization; No Contravention
SECTION 6.03. Governmental Authorization; Other Consents
SECTION 6.04. Binding Effect
SECTION 6.05. Financial Statements; No Material Adverse Change
SECTION 6.06. Litigation
SECTION 6.07. No Default
SECTION 6.08. Ownership of Property; Liens
SECTION 6.09. Environmental Compliance
SECTION 6.10. Insurance
SECTION 6.11. Taxes
SECTION 6.12. ERISA Compliance
SECTION 6.13. Margin Regulations; Investment Company Act
SECTION 6.14. Disclosure
SECTION 6.15. Compliance with Laws
SECTION 6.16. Intellectual Property; Licenses, Etc
SECTION 6.17. Subsidiaries
SECTION 6.18. Solvency
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SECTION 6.19. Certain Matters with Respect to Albemarle Germany
SECTION 6.20. OFAC; Anti-Corruption Laws
SECTION 6.21. Affected Financial Institutions
ARTICLE VII
Affirmative Covenants
SECTION 7.01. Financial Statements
SECTION 7.02. Certificates; Other Information
SECTION 7.03. Notices
SECTION 7.04. Payment of Obligations
SECTION 7.05. Preservation of Existence, Etc
SECTION 7.06. Maintenance of Properties
SECTION 7.07. Maintenance of Insurance
SECTION 7.08. Compliance with Laws
SECTION 7.09. Books and Records
SECTION 7.10. Inspection Rights
SECTION 7.11. Use of Proceeds
SECTION 8.01. Liens
SECTION 8.02. Mergers, Dispositions, Etc
SECTION 8.03. Change in Nature of Business
SECTION 8.04. Transactions with Affiliates
SECTION 8.05. Use of Proceeds
SECTION 8.06. Financial Covenant
SECTION 8.07. Subsidiary Indebtedness
SECTION 8.08. Sanctions
SECTION 8.09. Anti-Corruption Laws
SECTION 9.01. Events of Default
SECTION 9.02. Remedies Upon Event of Default
SECTION 9.03. Application of Funds
ARTICLE VIII
Negative Covenants
ARTICLE IX
Events of Default and Remedies
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ARTICLE X
Administrative Agent
SECTION 10.01. Appointment and Authority
SECTION 10.02. Rights as a Lender
SECTION 10.03. Exculpatory Provisions
SECTION 10.04. Reliance by Administrative Agent
SECTION 10.05. Delegation of Duties
SECTION 10.06. Resignation of Administrative Agent
SECTION 10.07. Non-Reliance on Administrative Agent and Other Lenders
SECTION 10.08. No Other Duties, Etc
SECTION 10.09. Administrative Agent May File Proofs of Claim
SECTION 10.10. ERISA Matters
ARTICLE XI
Miscellaneous
SECTION 11.01. Amendments, Etc
SECTION 11.02. Notices; Effectiveness; Electronic Communication
SECTION 11.03. No Waiver; Cumulative Remedies; Enforcement
SECTION 11.04. Expenses; Indemnity; Damage Waiver
SECTION 11.05. Concerning Several Liability of the Borrowers
SECTION 11.06. Payments Set Aside
SECTION 11.07. Successors and Assigns
SECTION 11.08. Confidentiality
SECTION 11.09. Set-off
SECTION 11.10. Interest Rate Limitation
SECTION 11.11. Counterparts
SECTION 11.12. Integration; Effectiveness
SECTION 11.13. Survival of Representations and Warranties
SECTION 11.14. Severability
SECTION 11.15. Tax Forms
SECTION 11.16. Replacement of Lenders
SECTION 11.17. USA PATRIOT Act Notice
SECTION 11.18. Governing Law; Jurisdiction; Etc
SECTION 11.19. Waiver of Right to Trial by Jury
SECTION 11.20. Judgment Currency
SECTION 11.21. No Advisory or Fiduciary Responsibility
SECTION 11.22. Electronic Execution
SECTION 11.23. Appointment of Company as Agent; Power of Attorney
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115
SECTION 11.24. Appointment of Agent for Service of Process; Waiver of Immunity
SECTION 11.25. Acknowledgment and Consent to Bail-In of Affected Financial Institutions
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SCHEDULES
2.01 Commitments
6.09 Environmental Matters
6.17 Subsidiaries
6.20 Certain Anti-Corruption Laws Matters
8.01 Existing Liens
11.02 Eurocurrency and Domestic Lending Offices; Notice Addresses
EXHIBITS
A Form of Loan Notice
B Form of Note
C Form of Compliance Certificate
D Form of Assignment and Assumption
v
SYNDICATED FACILITY AGREEMENT dated as of August 14, 2019, among ALBEMARLE CORPORATION,
a Virginia corporation (the “Company”), ALBEMARLE NEW HOLDING GMBH, a Gesellschaft mit beschränkter Haftung
incorporated under the laws of the Federal Republic of Germany (“Albemarle Germany”), the LENDERS party hereto and
JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RECITALS
The Company, Albemarle Germany, certain other Subsidiaries, the lenders party thereto and the Administrative
Agent are parties to that certain Syndicated Facility Agreement dated as of August 14, 2019, as heretofore amended (as so
amended, the “Existing Syndicated Facility Agreement”).
Pursuant to the Restatement Agreement, the parties thereto wish to amend and restate the Existing Syndicated
Facility Agreement to be, effective as of the Restatement Effective Date, in the form of this Agreement.
Accordingly, the parties hereto covenant and agree as follows:
ARTICLE I
Definitions and Accounting Terms
SECTION 1.01. Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquisition” by any Person means the acquisition by such Person, in a single transaction or in a series of related
transactions, of all or substantially all of the assets of, or of a business unit or division of, another Person or at least a majority of
the Securities having ordinary voting power for the election of directors, managing general partners or the equivalent of another
Person, in each case whether or not involving a merger or consolidation with such other Person and whether for cash, property,
services, assumption of Indebtedness, securities or otherwise.
“Adjusted LIBO Rate” means, with respect to any LIBOR Borrowing for any Interest Period, an interest rate per
annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.
“Administrative Agent” means JPMorgan in its capacity as administrative agent under any of the Loan
Documents, or any successor administrative agent. Unless the context requires otherwise, the term “Administrative Agent” shall
include any Affiliate of JPMorgan through which it shall perform any of its obligations in such capacity hereunder.
“Administrative Questionnaire” means an Administrative Questionnaire in the form provided by the
Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) UK Financial Institution.
“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative
thereto. Without limiting the generality of the foregoing, for purposes of determining Affiliates of a member of the Consolidated
Group, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power
to vote 35% or more of the Securities having ordinary voting power for the election of directors, managing general partners or the
equivalent of such Person.
“Agent Parties” has the meaning specified in Section 11.02.
“Aggregate Commitments” means, at any time, the aggregate amount of Commitments of all the Lenders in effect
at such time.
“Agreed Currencies” means Dollars and Euros.
“Agreement” means this Syndicated Facility Agreement.
“Albemarle Finance” means Albemarle Finance Company B.V., a besloten vennootschap organized under the laws
of the Netherlands, with its official seat in Amsterdam, the Netherlands, and registered with the Dutch Chamber of Commerce
under number 71812075.
“Albemarle Germany” has the meaning specified in the preamble hereto.
“Albemarle Wodgina” means Albemarle Wodgina PTY LTD (ACN 630 509 303), a proprietary limited company
incorporated under the laws of Australia.
“Ancillary Document” has the meaning specified in Section 11.22.
“Applicable Foreign Obligor Documents” has the meaning specified in Section 6.19.
“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Rating, as
set forth below:
Pricing
Level
Debt Rating
S&P/Moody’s/ Fitch
Applicable Rate for
Eurocurrency Rate Loans
Applicable Rate for Base
Rate Loans
1
2
3
A-/A3/A- or better
BBB+/Baal/BBB+
BBB/Baa2/BBB
1.125%
1.250%
1.375%
0.125%
0.250%
0.375%
2
Pricing
Level
4
5
Debt Rating
S&P/Moody’s/ Fitch
BBB-/Baa3/BBB-
worse than or equal to
BB+/Ba1/BB+
Applicable Rate for
Eurocurrency Rate Loans
1.500%
1.750%
Applicable Rate for Base
Rate Loans
0.500%
0.750%
For purposes of the foregoing, (a) if each of Moody’s, S&P and Fitch shall have a Debt Rating in effect and the
Debt Ratings established by such rating agencies shall fall within different Levels in the foregoing table, the Applicable Rate
shall be based on the Level in which two of such Ratings shall fall or, if there shall be no such Level, on the Level in which the
second highest of the three Debt Ratings shall fall; (b) if only two of S&P, Moody’s and Fitch shall have Debt Ratings in effect,
then the Applicable Rate shall be based on the Level in which the higher Debt Rating shall fall unless one of such Debt Ratings is
two or more Levels lower than the other, in which case the Applicable Rate shall be based on the Level next above that of the
lower of the two Debt Ratings; (c) if only one of S&P, Moody’s and Fitch shall have a Debt Rating in effect, then the Applicable
Rate shall be based on the Level next below that in which such Debt Rating shall fall; and (d) if none of Moody’s, S&P and Fitch
shall have a Debt Rating in effect, then the Applicable Rate shall be based on Level 5. If the rating system of S&P, Moody’s or
Fitch shall change, the Company and the Lenders shall negotiate in good faith to amend this definition to reflect such changed
rating system and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined as provided above
as if the affected rating agency did not have a Debt Rating in effect. For the avoidance of doubt, Level 1 in the table above is the
“highest” Level and Level 5 is the “lowest” Level.
Each change in the Applicable Rate, if any, resulting from a publicly announced change in a Debt Rating shall be
effective, in the case of an upgrade, during the period commencing on the date of delivery by the Company to the Administrative
Agent of notice thereof pursuant to Section 7.03(c) and ending on the date immediately preceding the effective date of the next
such change and, in the case of a downgrade, during the period commencing on the date of the public announcement thereof and
ending on the date immediately preceding the effective date of the next such change.
Determinations by the Administrative Agent of the appropriate Level shall be conclusive absent manifest error.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
(c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arrangers” means JPMorgan and BofA Securities, Inc., in their capacities as joint lead arrangers and joint
bookrunners for the term loan facility provided for herein.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible
Assignee (with the consent of any Person whose consent is required by Section 11.07(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit D or any other form (including electronic documentation generated by use of an
electronic platform) approved by the Administrative Agent.
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“Attributable Principal Amount” means (a) in the case of capital leases, the amount of capital lease obligations
determined in accordance with GAAP, (b) in the case of Synthetic Leases, an amount determined by capitalization of the
remaining lease payments thereunder as if it were a capital lease determined in accordance with GAAP, (c) in the case of
Securitization Transactions, the outstanding principal amount of the financing thereunder, after taking into account reserve
accounts and making appropriate adjustments, as determined by the Administrative Agent in its reasonable judgment and (d) in
the case of any Sale and Lease Back Transaction, the present value (discounted in accordance with GAAP at the debt rate implied
in the applicable lease) of the obligations of the lessee for rental payments during the term of such lease.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as
applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as
applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and
not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest
Period” pursuant to Section 3.03(b)(v).
“Average COF Rate” has the meaning specified in Section 3.03(a).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution
Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive
2014/59/EU of the European Parliament and of the Council of the European Union, the implementing Law for such EEA
Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United
Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other Law applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their
affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day,
(b) the NYFRB Rate in effect on such day plus ½ of 1% per annum and (c) the Adjusted LIBO Rate on such day (or, if such day
is not a Business Day, the immediately preceding Business Day) for a deposit in Dollars with a maturity of one month plus 1%
per annum. For purposes of clause (c) above, the Adjusted LIBO Rate for any day shall be based on the applicable Screen Rate at
approximately 11:00 a.m., London time, on such day for deposits in Dollars with a maturity of one month (or, if the applicable
Screen Rate is not available for a maturity of one month with respect to Dollars but is available for periods both longer and
shorter than such period, the Interpolated Screen Rate as of such time). Any change in the Base Rate due to a change in the Prime
Rate, the NYFRB Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the
Prime Rate, the NYFRB Rate or the Adjusted LIBO Rate, respectively. If the Base Rate is being used as an alternate rate of
interest pursuant to Section 3.03 (for the avoidance of doubt, only until the
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Benchmark Replacement has been determined pursuant to Section 3.03(b), then, for purposes of clause (c) above, the Adjusted
LIBO Rate shall be deemed to be zero.
“Base Rate Borrowing” means a Borrowing comprised of Base Rate Loans.
“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be
denominated in Dollars.
“Benchmark” means, initially, Relevant Rate; provided that if a Benchmark Transition Event, a Term SOFR
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with
respect to Relevant Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the
extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(b)(i) or Section
3.03(b)(ii).
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that
can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of
any Loan denominated in Euros, “Benchmark Replacement” shall mean the alternative set forth in clause (3) below:
(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;
(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment;
(3) the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the
Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to
(i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the
Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a
replacement for the then-current Benchmark for syndicated credit facilities denominated in the applicable Agreed Currency at
such time and (b) the related Benchmark Replacement Adjustment;
provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion; provided further that, solely with respect to a Loan denominated in Dollars, notwithstanding anything to the contrary
in this Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a
Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be
deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this
definition (subject to the first proviso above).
If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor,
the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
5
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark
with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such
Unadjusted Benchmark Replacement:
(1) for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement”, the first alternative set forth
in the order below that can be determined by the Administrative Agent:
(a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a
positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that
has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor;
(b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such
Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction
referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable
Corresponding Tenor; and
(2) for purposes of clause (3) of the definition of “Benchmark Replacement”, the spread adjustment, or method for
calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by
the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the
applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for determining a spread
adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the
applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the applicable Agreed Currency at
such time;
provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information
service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its
reasonable discretion.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any
technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business
Day”, the definition of “Interest Period”, timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate
to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the
Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that
adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no
market practice for the administration of such Benchmark Replacement exists, in such other manner of
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administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this
Agreement and the other Loan Documents).
“Benchmark Replacement Date” means, with respect to any Benchmark, the earliest to occur of the following
events with respect to such then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the
public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of
such Benchmark (or such component thereof);
(2) in the case of clause (3) of the definition of “Benchmark Transition Event”, the date of the public statement or
publication of information referenced therein; or
(3) in the case of a Term SOFR Transition Event, the date that is 30 days after the date a Term SOFR Notice is
provided to the Lenders and the Company pursuant to Section 3.03(b)(ii); or
(4) in the case of an Early Opt-in Election, the sixth Business Day after the date notice of such Early Opt-in
Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on
the fifth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to
such Early Opt-in Election from Lenders comprising the Required Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same
day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to
have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to
have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or
events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in
the calculation thereof).
“Benchmark Transition Event” means, with respect to any Benchmark, the occurrence of one or more of the
following events with respect to such then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the
published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark
(or such component thereof);
(2) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof), the FRB, the NYFRB, an insolvency official with
jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the
7
administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over
the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark
(or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof)
permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3) a public statement or publication of information by the regulatory supervisor for the administrator of such
Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark
(or such component thereof) are no longer representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any
Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current
Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x) beginning at the
time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no
Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in
accordance with Section 3.03 and (y) ending at the time that a Benchmark Replacement has replaced such then-current
Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control required by
the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title
I of ERISA, (b) a “plan” as defined in Section 4975 of the Internal Revenue Code or (c) any Person whose assets include (for
purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Internal Revenue Code)
the assets of any such “employee benefit plan” or “plan”.
“Borrower Materials” has the meaning specified in Section 7.02.
“Borrowers” means the Company and Albemarle Germany.
“Borrowing” means Loans of the same Class, Type, in the same currency and to the same Borrower made,
converted or continued on the same date and, in the case of Eurocurrency Rate Loans, having the same Interest Period.
“Borrowing Minimum” means (a) in the case of a Borrowing denominated in Dollars, $5,000,000 and (b) in the
case of a Borrowing denominated in Euros, €5,000,000.
8
“Borrowing Multiple” means (a) in the case of a Borrowing denominated in Dollars, $1,000,000 and (b) in the
case of a Borrowing denominated in Euros, €1,000,000.
“Business Day” means any day that is not a Saturday, a Sunday or any other day on which commercial banks in
New York City are authorized or required by applicable Law to remain closed; provided that (a) when used in connection with a
LIBOR Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in
the London interbank market or any day on which banks in London are not open for general business and (b) when used in
connection with a EURIBOR Loan, the term “Business Day” shall also exclude any day that is not a TARGET Day or on which
banks in London are not open for general business.
“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking
effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by
any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the
force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in
connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory
authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date
enacted, adopted, promulgated or issued.
“Change of Control” means an event or series of events by which: (a) any “person” or “group” (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires directly or indirectly, beneficially or of record,
shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding capital
stock of the Company or any Person directly or indirectly Controlling the Company; (b) a majority of the members of the board
of directors or other equivalent governing body of the Company cease to be composed of individuals (i) who were members of
that board of directors on the Closing Date, (ii) whose election or nomination to that board of directors or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least
two-thirds of that board of directors or equivalent governing body or (iii) whose election or nomination to that board of directors
or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of
such election or nomination at least two-thirds of that board of directors or equivalent governing body; or (c) the Company fails
to directly or indirectly own and control all of the outstanding capital stock (or other equity Securities) of Albemarle Germany.
“Class” means when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Tranche 1 Loans or Tranche 2 Loans, (b) any Commitment, refers to whether such Commitment
is a Tranche 1 Commitment or a Tranche 2 Commitment and (c) any Lender, refers to whether such Lender has a Loan or
Commitment of a particular Class.
9
“Closing Date” means August 14, 2019.
“COF Rate” has the meaning specified in Section 3.03(a).
“Commitment” means a Tranche 1 Commitment or a Tranche 2 Commitment.
“Company” has the meaning specified in the preamble hereto.
“Compliance Certificate” means a certificate substantially in the form of Exhibit C.
“Consolidated EBITDA” means, for any period, for the Consolidated Group, an amount equal to the sum of (a)
Consolidated Net Income for such period plus (b) the following, in each case (other than in the case of clause (x) below) to the
extent deducted in calculating such Consolidated Net Income, without duplication: (i) Consolidated Interest Charges for such
period, (ii) the provision for federal, state, local and foreign income taxes payable by the Consolidated Group for such period,
(iii) the amount of depreciation and amortization expense for such period, (iv) non-cash expenses for such period (excluding any
non-cash expense to the extent that it represents an accrual of or reserve for cash payments in any future period), (v) non-cash
goodwill impairment charges for such period, (vi) any non‑cash loss for such period attributable to the mark‑to‑market
adjustments in the valuation of pension liabilities (to the extent the cash impact resulting from such loss has not been realized) in
accordance with FASB ASC 715, (vii) any fees, expenses or charges for such period (other than depreciation or amortization
expense) related to any Acquisition, Disposition, issuance of equity interests, other transactions (excluding intercompany
transactions) permitted by Section 8.02, or the incurrence of Indebtedness not prohibited by this Agreement (including any
refinancing or amendment thereof) (in each case, whether or not consummated), including, but not limited to, such fees, expenses
or charges related to this Agreement and the other Loan Documents and any amendment or other modification of this Agreement
or the other Loan Documents, (viii) any expense for such period to the extent that a corresponding amount is received during
such period in cash by the Company or any of its Subsidiaries under any agreement providing for indemnification or
reimbursement of such expenses, (ix) any expense with respect to liability or casualty events or business interruption to the extent
reimbursed to the Company or any of its Subsidiaries during such period by third party insurance, and (x) the amount of
dividends, distributions or other payments (including any ordinary course dividend, distribution or other payment) that are
actually received in cash (or converted into cash) for such period by a member of the Consolidated Group from any Person that is
not a member of the Consolidated Group or otherwise in respect of any unconsolidated investment, minus (c) to the extent
included in calculating such Consolidated Net Income, (i) non-cash income for such period (excluding any non-cash income to
the extent that it represents cash receipts in any future period) and (ii) any non‑cash gains for such period attributable to the
mark‑to‑market adjustments in the valuation of pension liabilities in accordance with FASB ASC 715, all as determined in
accordance with GAAP.
“Consolidated Funded Debt” means Funded Debt of the Consolidated Group determined on a consolidated basis
in accordance with GAAP.
“Consolidated Group” means the Company and its consolidated Subsidiaries as determined in accordance with
GAAP.
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“Consolidated Interest Charges” means, for any period, for the Consolidated Group, all interest expense, including
the amortization of debt discount and premium, the interest component under capital leases and the implied interest component
under Securitization Transactions, in each case on a consolidated basis determined in accordance with GAAP.
“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) the difference of (i)
Consolidated Funded Debt as of such date minus (ii) Unrestricted Cash as of such date to (b) Consolidated EBITDA for the
period of the four fiscal quarters ending on such date.
“Consolidated Net Income” means, for any period, for the Consolidated Group, the sum, without duplication, of
(a) net income of the Consolidated Group (excluding items reported as nonrecurring or unusual in the consolidated financial
statements of the Company and the Consolidated Group and related tax effects) for such period minus (b) to the extent included
in the amount determined pursuant to clause (a) above, the income of any Subsidiary to the extent the payment of such income in
the form of a distribution or repayment of any Indebtedness to the Company or a Subsidiary is not permitted, whether on account
of any Organization Document restriction, any Contractual Obligation or any Law applicable to such Subsidiary, all as
determined in accordance with GAAP.
“Consolidated Net Tangible Assets” means, as of any date of determination, the Consolidated Total Assets less
goodwill and intangibles (other than intangibles arising from, or relating to, intellectual property, licenses or permits (including,
but not limited to, emissions rights) of the Consolidated Group), in each case calculated in accordance with GAAP; provided, that
in the event that the Company or any of its Subsidiaries acquires any assets in connection with the Acquisition by the Company
and its Subsidiaries of another Person subsequent to the date as of which the Consolidated Net Tangible Assets is being
calculated (the “Balance Sheet Date”) but prior to the event for which the calculation of the Consolidated Net Tangible Assets is
made, then the Consolidated Net Tangible Assets shall be calculated giving pro forma effect to such Acquisition of assets, as if
the same had occurred on or prior to the Balance Sheet Date.
“Consolidated Total Assets” means, as of any date of determination, the total consolidated assets of the
Consolidated Group, as shown on the most recent balance sheet required to be delivered pursuant to Section 7.01 (or, prior to the
first such delivery, referred to in Section 6.05).
“Contractual Obligation” means, as to any Person, any provision of any Security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“Control” has the meaning specified in the definition of “Affiliate”.
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including
overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such
Available Tenor.
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“Covenant Modification Period” means the period commencing on the date of the First Amendment, dated as of
May 11, 2020, to this Agreement and ending on December 31, 2021.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a
lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or
recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided that if the
Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the
Administrative Agent may establish another convention in its reasonable discretion.
“Debt Rating” means, as of any date of determination, the public rating as determined by any of S&P, Moody’s or
Fitch of the Company’s non-credit-enhanced, senior unsecured long-term debt.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, the insolvency laws of Germany
(including the German Insolvency Code (Insolvenzordnung)), the Insolvency Regulation and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States, Germany or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.
“Deed of Cross Security” means that certain Deed of Cross Security executed on or about November 1, 2019 by
the Seller, Albemarle Wodgina and Wodgina Lithium Operations Pty Ltd, an Australian proprietary limited company, and
including each other similar deed of charge executed by a new participant or joint venturer with respect to the Wodgina Lithium
Joint Venture.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice,
the passage of time, or both, would be an Event of Default.
“Default Rate” means an interest rate equal to the sum of (a) the Base Rate plus (b) the Applicable Rate applicable
to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to any principal of or interest on a Eurocurrency
Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise
applicable to such Loan plus 2% per annum.
“Defaulting Lender” means, subject to Section 2.17(b), any Lender that (a) has failed to (i) fund all or any portion
of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies
the Administrative Agent and the Company in writing that such failure is the result of such Lender’s determination that one or
more conditions precedent to funding (each of which conditions precedent, together with any applicable Default, shall be
specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Company or
the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public
statement to that effect (unless such writing or public statement
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relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s
determination that a condition precedent to funding (which condition precedent, together with any applicable Default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after
written request by the Administrative Agent or the Company, to confirm in writing to the Administrative Agent and the Company
that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Company) or
(d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law,
(ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar
Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation
or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such
Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not
result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate,
disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a
Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status,
shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which
shall be delivered by the Administrative Agent to the Company and each Lender.
“Designated Jurisdiction” means, at any time, any country, region or territory that itself, at such time is the subject
of any Sanction.
“Disposition” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback
Transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse,
of any notes or accounts receivable or any rights and claims associated therewith.
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means, as of any date of determination, (a) with respect to the principal amount of any Loan
denominated in Dollars, such amount, and (b) with respect to the principal amount of any Loan denominated in Euros, the
equivalent in Dollars of such amount, determined by the Administrative Agent pursuant to Section 1.02(e) using the Exchange
Rate at the time in effect under the provisions of such Section.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the
United States.
“Early Opt-in Election” means
(a) in the case of Loans denominated in Dollars, the occurrence of:
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(1) a notification by the Administrative Agent to (or the request by the Company to the Administrative
Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated
credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including
SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are
identified in such notice and are publicly available for review), and
(2) the joint election by the Administrative Agent and the Company to trigger a fallback from LIBO Rate
and the provision by the Administrative Agent of written notice of such election to the Lenders; and
(b) in the case of Loans denominated in Euros, the occurrence of:
(1) a notification by the Administrative Agent to (or the request by the Company to the Administrative
Agent to notify) each of the other parties hereto that at least five currently outstanding Euro-denominated syndicated
credit facilities being executed at such time, or that include language similar to that contained in Section 3.03, are being
executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace the Relevant Rate
(and such syndicated credit facilities are identified in such notice and are publicly available for review), and
(2) the joint election by the Administrative Agent and the Company to declare that an Early Opt-in
Election has occurred and the provision by the Administrative Agent of written notice of such election to the Lenders.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member
Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member
Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in
an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to
consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and
Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any
EEA Financial Institution.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or
other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 11.07(b)(iii)
and 11.07(b)(v) (subject to such consents, if any, as may be required under Section 11.07(b)(iii)).
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“Environmental Laws” means any legally binding and applicable statute, law, regulation, ordinance, rule,
judgment, order, decree, permit, concession, grant, franchise, license, agreement or restriction imposed by any federal, state,
local, and foreign Governmental Authority relating to human health and the natural environment.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs
of environmental remediation, fines, penalties or indemnities), of the Company or any of its Subsidiaries resulting from or caused
by (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) the release or threatened release of any Hazardous Materials into the natural environment or (d) any
contract, agreement or other consensual arrangement pursuant to which environmental liability is assumed or imposed with
respect to any of the foregoing.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the
Company within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal
Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Company or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer
Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of
a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition that constitutes grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Company or any ERISA Affiliate.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor Person), as in effect from time to time.
“EURIBO Rate” means, with respect to any Loan denominated in Euros for any Interest Period, the applicable
Screen Rate as of the Specified Time on the Quotation Day.
“EURIBOR Borrowing” means a Borrowing comprised of EURIBOR Loans.
“EURIBOR Loan” means a Loan that bears interest based on the EURIBO Rate. All EURIBOR Loans shall be
denominated in Euros.
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“Euro” and “EUR” mean the single currency of the Participating Member States.
“Eurocurrency Rate Borrowing” means a Borrowing comprised of Eurocurrency Rate Loans.
“Eurocurrency Rate Loan” means a LIBOR Loan or a EURIBOR Loan.
“Event of Default” has the meaning specified in Section 9.01.
“Exchange Rate” means, as of any date of determination, for purposes of determining the Dollar Equivalent of
Euro, the rate at which Euros may be exchanged into Dollars at the time of determination on such day as last provided (either by
publication or as may otherwise be provided to the Administrative Agent) by the applicable Reuters source on the Business Day
(determined based on New York City time) immediately preceding such date of determination. In the event that Reuters ceases to
provide such rate of exchange or such rate does not appear on the applicable Reuters source, the Exchange Rate shall be
determined by reference to such other publicly available information service for displaying such rate of exchange at such time as
shall be selected by the Administrative Agent from time to time in its reasonable discretion.
“Exchange Rate Date” means (a) with respect to any Loan denominated in Euros, each of (i) the date of the
commencement of the initial Interest Period therefor and (ii) the date of the commencement of each subsequent Interest Period
therefor and (b) if an Event of Default has occurred and is continuing, any Business Day designated as an Exchange Rate Date by
the Administrative Agent in its sole discretion.
“Excluded Taxes” means (a) in the case of the Administrative Agent and each Lender, Taxes imposed on or
measured by its income or gross receipts, branch profits Taxes, and franchise Taxes imposed on it, by any jurisdiction (i) as a
result of the Administrative Agent or such Lender, as the case may be, being organized under the Laws of or maintaining a
lending office in such jurisdiction or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any withholding Taxes that
are imposed by Germany with respect to the Loans on amounts payable to or for the account of such Lender under any Loan
Document pursuant to a Law in effect on the date on which such Lender becomes a party to this Agreement or such Lender
changes its Lending Office, except, in each case, to the extent that such Lender (or its assignor, if any) was entitled, at the time of
the change in its Lending Office (or of the assignment), to receive additional amounts from the Borrowers with respect to such
Taxes pursuant to Section 3.01, (c) any withholding Taxes imposed under FATCA and (d) any Taxes attributable to a failure by a
Lender to comply with Section 11.15.
“Existing Maturity Date” has the meaning specified in Section 2.15(a).
“Existing Syndicated Facility Agreement” has the meaning specified in the recitals hereto.
“Extending Lender” has the meaning specified in Section 2.15(b).
“Extension Closing Date” has the meaning specified in Section 2.15(a).
16
“Extension Lender Response Date” has the meaning specified in Section 2.15(b).
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of the Closing Date (or any
amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or
future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal
Revenue Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement,
treaty or convention among Governmental Authorities and implementing such Sections of the Internal Revenue Code.
“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal
funds transactions by depository institutions, as determined in such manner as shall be set forth on the NYFRB’s Website from
time to time, and published on the next succeeding Business Day by the NYFRB as the federal funds effective rate; provided that
if such rate would be less than zero, such rate shall be deemed to be zero for all purposes of this Agreement.
“Financial Covenant” means the covenant set forth in Section 8.06.
“Fitch” means Fitch Ratings, Inc., or any successor thereto.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this
Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to the LIBO Rate or the
EURIBO Rate, as applicable.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“Funded Debt” means, as to any Person at a particular time, without duplication, all of the following, whether or
not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations for borrowed money, whether current or long-term (including the Loans), and all obligations
evidenced by bonds, debentures, notes, loan agreements or other similar instruments, including convertible debt
instruments;
(b) all purchase money indebtedness (including indebtedness and obligations in respect of conditional sales and
title retention arrangements, except for customary conditional sales and title retention arrangements with suppliers that are
entered into in the ordinary course of business) and all indebtedness and obligations in respect of the
17
deferred purchase price of property or services (other than trade accounts payable incurred in the ordinary course of
business and payable on customary trade terms);
(c) all contingent obligations and unreimbursed drawings under letters of credit (including standby and
commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(d) the Attributable Principal Amount of capital leases and Synthetic Leases;
(e) the Attributable Principal Amount of Securitization Transactions;
(f) all preferred stock and comparable equity interests providing for mandatory redemption, sinking fund or other
like payments prior to 91 days after the latest Maturity Date then in effect;
(g) Guarantees in respect of Funded Debt of another Person; and
(h) any Funded Debt described in clauses (a) through (g) above of any partnership or joint venture or other similar
entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations,
but only to the extent there is recourse to such Person for payment thereof.
For purposes hereof, the amount of Funded Debt shall be determined based on the outstanding principal amount in
the case of borrowed money indebtedness under clause (a) and purchase money indebtedness and the deferred purchase
obligations under clause (b), based on the maximum amount available to be drawn in the case of letter of credit obligations and
the other obligations under clause (c), and based on the outstanding principal amount of Funded Debt that is the subject of the
Guarantees in the case of Guarantees under clause (g) or, if less, the amount expressly guaranteed.
“Funding Date” means, with respect to any Loan or any Borrowing, the date on which such Loan, or the Loans
comprising such Borrowing, is or are made pursuant to Section 2.01.
“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and
pronouncements of the Financial Accounting Standards Board Accounting Standards Codification, consistently applied and,
subject to Section 1.03(a), as in effect from time to time.
“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the
“primary obligor”) in any
18
manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay
such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect
thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any
other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning.
“Guaranteed Obligations” means all Obligations of Albemarle Germany, including (a) all Loans made to
Albemarle Germany and (b) all advances to, and debts, liabilities, obligations, covenants and duties of, Albemarle Germany
arising under any Loan Document or otherwise with respect to any such Loan, whether direct or indirect (including those
acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against Albemarle Germany of any proceeding under any Debtor Relief Laws
naming it as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
“Guaranty” means the Guarantee of the Guaranteed Obligations provided by the Company pursuant to Article IV.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes regulated pursuant to any Environmental Law.
“IBA” has the meaning specified in Section 1.07.
“Immaterial Subsidiary” means any Subsidiary of the Company that neither (a) owns assets with an aggregate
book value in excess of $25,000,000 nor (b) has annual revenues in excess of $25,000,000.
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or
not included as indebtedness or liabilities in accordance with GAAP:
(a) all Funded Debt;
19
(b) net obligations under any Swap Contract;
(c) Guarantees in respect of Indebtedness of another Person; and
(d) any Indebtedness described in clauses (a) through (c) above of any partnership or joint venture or other similar
entity in which such Person is a general partner or joint venturer, and, as such, has personal liability for such obligations,
but only to the extent there is recourse to such Person for payment thereof.
For purposes hereof, the amount of Indebtedness shall be determined based on Swap Termination Value in the case
of net obligations under Swap Contracts under clause (c) and based on the outstanding principal amount of Indebtedness that is
the subject of the Guarantees in the case of Guarantees under clause (d) or, if less, the amount expressly guaranteed.
“Indemnified Taxes” means (a) Taxes other than Excluded Taxes and (b) to the extent not described in clause (a)
above, Other Taxes.
“Indemnitee” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.08.
“Insolvency Regulation” means Regulation (EU) No 2015/848 of the European Parliament and of the Council of
the European Union of 20 May 2015 on insolvency proceedings (recast).
“Interest Payment Date” means (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date applicable to such Loan; provided, however, that if any Interest Period for a
Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such
Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March,
June, September and December and the Maturity Date applicable to such Loan.
“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such
Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date seven
days thereafter or on the numerically corresponding day in the calendar month that is one, two (other than in the case of
EURIBOR Loans), three or six months thereafter, as selected by the applicable Borrower (or, in the case of Albemarle Germany,
the Company on its behalf) in the applicable Loan Notice; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next
succeeding Business Day unless, other than with respect to an Interest Period of seven days, such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period, other than any Interest Period of seven days, that begins on the last Business Day of a
calendar month (or on a day for which there is no
20
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business
Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period for any Loan shall extend beyond the Maturity Date applicable to such Loan.
“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended.
“Interpolated Screen Rate” means, with respect to any Eurocurrency Rate Loan for any Interest Period or for
purposes of clause (c) of the definition of “Base Rate”, a rate per annum (rounded to the same number of decimal places as the
applicable Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent
manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the applicable Screen Rate for
the longest maturity for which such Screen Rate is available that is shorter than the applicable period and (b) the applicable
Screen Rate for the shortest maturity for which such Screen Rate is available that is longer than the applicable period, in each
case as of the time the Interpolated Screen Rate is required to be determined in accordance with the other provisions hereof;
provided that the Interpolated Screen Rate shall in no event be less than zero.
“IRS” means the United States Internal Revenue Service.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives
Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet
for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such
successor thereto.
“JPMorgan” means JPMorgan Chase Bank, N.A., and its successors.
“Laws” means, collectively, (a) all international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,
and (b) all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements
with, any Governmental Authority, in each case under this clause (b), having the force of law.
“Lender” means each of the Persons party to the Restatement Agreement as an Existing Lender or a Tranche 2
Lender (each such term as defined therein) and any other Person that becomes a Lender pursuant to an Assignment and
Assumption, other than any such Person that shall have ceased to be a party hereto pursuant to an Assignment and Assumption.
“Lender-Related Person” means the Administrative Agent (and any sub-agent thereof), the Arrangers, the Lenders
and each Related Party of any of the foregoing Persons.
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“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s
Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the
Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or
such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind.
“LIBO Rate” means, with respect to any LIBOR Loan for any Interest Period, the applicable Screen Rate as of as
of the Specified Time on the Quotation Day.
“LIBOR Borrowing” means a Borrowing comprised of LIBOR Loans.
“LIBOR Loan” means a Loan that bears interest based on the Adjusted LIBO Rate. All LIBOR Loans shall be
denominated in Dollars.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien
(statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature
whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the
same economic effect as any of the foregoing).
“Loan” means any Tranche 1 Loan or any Tranche 2 Loan.
“Loan Documents” means this Agreement, the Restatement Agreement and each Note.
“Loan Notice” means a notice of (a) a borrowing of Loans, (b) a conversion of any Borrowing from one Type to
another Type or (c) a continuation of any Eurocurrency Rate Borrowing, in each case, pursuant to Section 2.02(a), which shall be
substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent, appropriately
completed and signed by a Responsible Officer of the applicable Borrower (or, in the case of Albemarle Germany, the Company
on its behalf).
“Local Time” means (a) with respect to a Loan or Borrowing denominated in Dollars or with respect to any
payment not relating to the principal of or interest on any Loan or Borrowing (including any payment of fees hereunder), New
York City time and (b) with respect to a Loan or Borrowing denominated in Euros, London time.
“Majority in Interest”, when used in reference to Lenders of any Class, means, at any time, Lenders holding
Commitments and Loans of such Class representing in the aggregate more than 50% of the sum of the aggregate amount of the
Commitments of such Class of all Lenders at such time and the sum of the Dollar Equivalents of the principal amount of the
Loans of such Class of all Lenders outstanding at such time; provided that the Commitment and Loans of such Class held by any
Defaulting Lender shall be disregarded for purposes of making a determination of a Majority in Interest.
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“Mandatory Restrictions” has the meaning specified in Section 1.06.
“Material Adverse Effect” means a material adverse change in, or a material adverse effect upon, (a) the
operations, business, properties, liabilities (actual or contingent) or financial condition of the Consolidated Group taken as a
whole; (b) the ability of any Borrower to perform its material obligations under any Loan Document to which it is a party; or (c)
the legality, validity, binding effect or enforceability against any Borrower of any Loan Document to which it is a party.
“Maturity Date” means (a) with respect to any Tranche 1 Loan, April 19, 2023 and (b) with respect to any Tranche
2 Loan, the date that is 364 days after the Funding Date with respect to such Tranche 2 Loan; provided that if any Tranche 2
Lender shall have consented to the extension of the Maturity Date with respect to the Tranche 2 Loans held by such Tranche 2
Lender pursuant to Section 2.15, then as to such Tranche 2 Loans the “Maturity Date” shall be the final scheduled maturity date
as determined pursuant to such Section; provided further that, in each case, if such date is not a Business Day, the Maturity Date
shall be the next preceding Business Day.
“Maximum Rate” has the meaning specified in Section 11.10.
“MNPI” has the meaning specified in Section 7.02.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to
which the Company or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years,
has made or been obligated to make contributions.
“Net Cash Proceeds” means, with respect any Prepayment/Reduction Event, (a) the cash proceeds received by the
Company or any Subsidiary in respect thereof (including cash equivalents and cash proceeds subsequently received (as and when
received) in respect of non-cash consideration initially received), net of (b) the sum, without duplication, of (i) any actual out-of-
pocket costs and expenses incurred by the Company or any Subsidiary in connection with such Prepayment/Reduction Event
(including legal fees, accountants’ fees, consultant fees and investment banking fees), (ii) the amount of Taxes (including transfer
taxes or recording taxes) paid (or reasonably estimated by the Company to be payable) by the Company and its Subsidiaries in
connection with such Prepayment/Reduction Event and (iii) the amount of all payments reasonably estimated by the Company to
be payable by the Company and its Subsidiaries in respect of purchase price adjustment, indemnification and similar contingent
liabilities that are directly attributable to such Prepayment/Reduction Event. For purposes of this definition, in the event any
estimate with respect to Taxes or contingent liabilities as described in clause (b)(ii) or (b)(iii) above shall be reduced, the amount
of such reduction shall, except to the extent such reduction is made as a result of a payment having been made in respect of the
applicable Taxes or contingent liabilities, be deemed to be receipt, on the date of such reduction, of cash proceeds in respect of
such Prepayment/Reduction Event.
“Non-Extending Lender” has the meaning specified in Section 2.15(b).
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“Note” means a promissory note made by a Borrower in favor of a Lender evidencing Loans made by such
Lender, substantially in the form of Exhibit B.
“NYFRB” means the Federal Reserve Bank of New York.
“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org, or any successor source.
“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and
(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately
preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB
Rate” means the rate for a federal funds transaction quoted at 11:00 a.m., New York City time, on such day received by the
Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the
aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.
“Obligations” means, without duplication, (a) the Loans and (b) all advances to, and debts, liabilities, obligations,
covenants and duties of, any Borrower arising under any Loan Document or otherwise with respect to any Loan, whether direct
or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest and fees that accrue after the commencement by or against any Borrower of any proceeding under
any Debtor Relief Laws naming it as the debtor in such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation
and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to
any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable,
any certificate or articles of formation or organization of such entity.
“Other Connection Taxes” means, with respect to any Lender or the Administrative Agent, Taxes imposed as a
result of a present or former connection between such Lender or the Administrative Agent, as the case may be, and the
jurisdiction imposing such Tax (other than connections arising from such Lender or the Administrative Agent, as the case may be,
having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a
security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an
interest in any Loan or Loan Document).
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“Other Taxes” has the meaning specified in Section 3.01(b).
“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and
overnight Eurodollar borrowings by U.S.-managed banking offices of depository institutions, as such composite rate shall be
determined by the NYFRB as set forth on the NYFRB’s Website from time to time, and published on the next succeeding
Business Day by the NYFRB as an overnight bank funding rate.
“Participant” has the meaning specified in Section 11.07(d).
“Participant Register” has the meaning specified in Section 11.07(d).
“Participating Member State” means any member state of the European Union that has the Euro as its lawful
currency in accordance with the legislation of the European Union relating to Economic and Monetary Union.
“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law October 26, 2001, as amended from time to time,
and the rules and regulations promulgated thereunder from time to time in effect.
“PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Company or any
ERISA Affiliate or to which the Company or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of
a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association,
company, partnership, Governmental Authority or other entity.
“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the
Company or, with respect to any such plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA, any
ERISA Affiliate.
“Platform” has the meaning specified in Section 7.02.
“Prepayment/Reduction Event” means any sale, transfer or other disposition, whether in one transaction or a series
of transactions (and whether by merger, consolidation or otherwise), by the Company and its Subsidiaries to any Person other
than the Company or its Subsidiaries of all or a substantial portion of the assets and properties constituting the Fine Chemistry
Services line of business of the Company and its Subsidiaries.
“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United
States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the FRB in Federal
Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted
25
therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the FRB (as
determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including the date such
change is publicly announced or quoted as being effective.
“Pro Forma Basis” means, for purposes of determining compliance with the Financial Covenant, that the subject
Acquisition or Disposition and any related incurrence or discharge of Indebtedness shall be deemed to have occurred as of the
first day of the period of four consecutive fiscal quarters ending with the fiscal quarter as of the end of which such compliance is
being determined. Further, for purposes of making calculations on a “Pro Forma Basis” hereunder, (a) income statement items
(whether positive or negative) attributable to the property, entities or business units that are the subject of the subject Acquisition
or Disposition shall be, in the case of Acquisitions, included or, in the case of Dispositions, excluded to the extent relating to any
period prior to the date of subject transaction, and (b) Indebtedness incurred or, in the case of a Disposition, discharged in
connection with the subject Acquisition or Disposition shall be deemed to have been incurred or, in the case of a Disposition,
discharged as of the first day of the applicable period (and interest expense shall be imputed for the applicable period assuming
prevailing interest rates hereunder or excluded based on actual interest accrued in accordance with GAAP).
“Pro Rata Share” means, with respect to any Lender at any time, (a) when used in reference to the funding of any
Loans or Borrowings of any Class or other matters relating to Commitments of any Class, including when used in reference to
ticking fees, a fraction (expressed as percentage, carried out to the ninth decimal place), the numerator of which is the aggregate
amount of the Commitment of such Class of such Lender at such time and the denominator of which is the aggregate amount of
the Commitments of such Class of all Lenders at such time, (b) when used in reference to any Borrowing of any Class, including
prepayments of any Borrowing of any Class, a fraction (expressed as percentage, carried out to the ninth decimal place), the
numerator of which is the principal amount of the Loan of such Lender included in such Borrowing and the denominator is the
aggregate principal amount of such Borrowing and (c) when used for other purposes, including as used in Section 11.04(c), a
fraction (expressed as percentage, carried out to the ninth decimal place), the numerator of which is the sum of (i) the amount of
the Commitments of such Lender at such time plus (ii) the sum of the Dollar Equivalents of the principal amounts of the Loans of
such Lender outstanding at such time and the denominator of which is the sum of (x) the aggregate amount of the Commitments
of all Lenders at such time plus (y) the Dollar Equivalents of the principal amounts of the Loans of all Lenders outstanding at
such time.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such
exemption may be amended from time to time.
“Public Lender” has the meaning specified in Section 7.02.
“Quotation Day” means (a) with respect to any Loan denominated in Dollars for any Interest Period, the day two
Business Days prior to the first day of such Interest Period and (b) with respect to any Loan denominated in Euros for any
Interest Period, the day two TARGET Days before the first day of such Interest Period, in each case unless market practice differs
for
26
loans such as the applicable Loan priced by reference to rates quoted in the Relevant Interbank Market, in which case the
Quotation Day for such Loan shall be determined by the Administrative Agent in accordance with market practice for such loans
priced by reference to rates quoted in the Relevant Interbank Market (and if quotations would normally be given by leading banks
for such loans priced by reference to rates quoted in the Relevant Interbank Market on more than one day, the Quotation Day
shall be the last of those days).
“Reference Time” with respect to any setting of the then-current Benchmark means (a) if such Benchmark is
LIBO Rate, 11:00 a.m., London time, on the day that is two London banking days preceding the date of such setting, and (b) if
such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.
“Register” has the meaning specified in Section 11.07(c).
“Related Indemnitee” of an Indemnitee means (a) any controlling Person or controlled Affiliate of such
Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlling Persons or controlled
Affiliates and (c) the respective agents of such Indemnitee or any of its controlling Persons or controlled Affiliates, in the case of
this clause (c), acting on behalf of, or at the express instructions of, such Indemnitee, controlling Person or such controlled
affiliate; provided that each reference to a controlling Person, controlled affiliate, director, officer or employee in this definition
pertains solely to a controlling Person, controlled Affiliate, director, officer or employee involved in the negotiation or
syndication of this Agreement.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers,
employees, agents, trustees, administrators, managers, representatives and advisors of such Person and of such Person’s
Affiliates.
“Relevant Governmental Body” means (a) with respect to a Benchmark Replacement in respect of Loans
denominated in Dollars, the FRB or the NYFRB, or a committee officially endorsed or convened by the FRB or the NYFRB or,
in each case, any successor thereto and (b) with respect to a Benchmark Replacement in respect of Loans denominated in Euros,
(i) the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other
supervisor which is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such
Benchmark Replacement or (ii) any working group or committee officially endorsed or convened by (A) the central bank for the
currency in which such Benchmark Replacement is denominated, (B) any central bank or other supervisor that is responsible for
supervising either (x) such Benchmark Replacement or (y) the administrator of such Benchmark Replacement, (C) a group of
those central banks or other supervisors or (D) the Financial Stability Board or any part thereof.
“Relevant Interbank Market” means (a) with respect to Dollars, the London interbank market, and (b) with respect
to Euros, the European interbank market.
27
“Relevant Rate” means (a) with respect to any Eurocurrency Rate Borrowing denominated in Dollars, the LIBO
Rate or (b) with respect to any Eurocurrency Rate Borrowing denominated in Euros, the EURIBO Rate, as applicable.
“Replacement Lender” means any Person that is an Eligible Assignee and that agrees to assume interests, rights
and obligations of any Lender pursuant to Section 11.16.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which
the thirty-day notice period has been waived.
“Required Lenders” means, at any time, Lenders holding Commitments and Loans representing in the aggregate
more than 50% of the sum of the aggregate amount of the Commitments of all Lenders at such time and the sum of the Dollar
Equivalents of the principal amount of the Loans of all Lenders outstanding at such time; provided that the Commitment and
Loans held by any Defaulting Lender shall be disregarded for purposes of making a determination of Required Lenders.
“Responsible Officer” means, with respect to any Borrower, the chief executive officer, president, chief financial
officer, treasurer, assistant treasurer or a director of such Borrower and, solely for purposes of the delivery of incumbency
certificates pursuant to Section 5.01, a director, the secretary or any assistant secretary of such Borrower and, solely for purposes
of notices given pursuant to Article II, any of the foregoing officers and any other officer of such Borrower so designated by any
of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of such Borrower designated in
or pursuant to an agreement between such Borrower and the Administrative Agent. Any document delivered hereunder that is
signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Borrower.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a
UK Resolution Authority.
“Restatement Agreement” means the Amendment and Restatement Agreement, dated as of December 15, 2020,
among the Borrowers, Albemarle Finance, Albemarle Wodgina, the Lenders party thereto and the Administrative Agent.
“Restatement Effective Date” has the meaning specified in the Restatement Agreement.
“Restricted Lender” has the meaning specified in Section 1.06.
“Revolving Credit Agreement” means that certain Credit Agreement dated as of June 21, 2018, as amended as of
August 14, 2019 and May 11, 2020, among the Company, certain of its Subsidiaries party thereto, the lenders party thereto and
Bank of America, N.A., as administrative agent and swing line lender, and any refinancing or replacement thereof.
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“Reuters” means Thomson Reuters Corporation, a corporation incorporated under and governed by the Business
Corporations Act (Ontario), Canada, Refinitiv or, any each case, any successor thereto.
“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any
successor thereto.
“Sale and Leaseback Transaction” means, with respect to the Company or any Subsidiary, any arrangement,
directly or indirectly, with any Person whereby the Company or such Subsidiary shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or
other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“Sanctions” means any economic or financial sanctions or trade embargoes administered or enforced by the
United States Government (including, without limitation, OFAC and the U.S. Department of State), the United Nations Security
Council, the European Union, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.
“Screen Rate” means (a) in respect of the LIBO Rate for any Interest Period, or in respect of any determination of
the Base Rate pursuant to clause (c) of the definition thereof, a rate per annum equal to the London interbank offered rate as
administered by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for
deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to the relevant period as displayed
on the Reuters screen page that displays such rate (currently LIBOR01 or LIBOR02) (or, in the event such rate does not appear
on a page of the Reuters screen, on the appropriate page of such other information service that publishes such rate as shall be
selected by the Administrative Agent from time to time in its reasonable discretion) and (b) in respect of the EURIBO Rate for
any Interest Period, the rate per annum determined by the European Money Market Institute (or any other Person that takes over
the administration of such rate) as the rate at which interbank deposits in Euros are being offered by one prime bank to another
within the EMU zone for such Interest Period, as set forth on the Reuters screen page that displays such rate (currently
EURIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other
information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable
discretion); provided that (i) if no Screen Rate shall be available for a particular period at such time but Screen Rates shall be
available for maturities both longer and shorter than such period at such time, than the Screen Rate for such period shall be the
Interpolated Screen Rate as of such time and (ii) if the Screen Rate, determined as provided above, would be less than zero, the
Screen Rate shall be deemed to be zero.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions.
“Securitization Transaction” means any financing or factoring transaction (or series of such transactions) that has
been or may be entered into by a member of the Consolidated Group pursuant to which such member of the Consolidated Group
may sell, convey or otherwise transfer, or may grant a security interest in, any accounts receivable, payment
29
intangibles, notes receivable, rights to future lease payments or residuals or other similar rights to payment to a special purpose
Subsidiary or Affiliate of such Person.
“Security” means all capital stock, voting trust certificates, bonds, debentures, instruments and other evidence of
Indebtedness, whether or not secured, convertible or subordinated, all certificates of interest, share or participation in, all
certificates for the acquisition of, and all warrants, options and other rights to acquire, any of the foregoing.
“Seller” means Wodgina Lithium Pty Ltd (ACN 611 488 931), a proprietary limited company incorporated under
the laws of Australia.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate
for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website at approximately 8:00 a.m.,
New York City time, on the immediately succeeding Business Day.
“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the NYFRB’s Website or any successor source for the secured overnight
financing rate identified as such by the SOFR Administrator from time to time.
“Solvent” means, with respect to any Person as of a particular date, after giving full effect to rights of contribution
against or reimbursement from other Persons under applicable Law or any Contractual Obligation, that on such date (a) such
Person is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the ordinary
course, (b) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability
to pay as such debts and liabilities as they mature in the ordinary course, (c) such Person is not engaged in a business or a
transaction, and is not about to engage in a business or a transaction, for which such Person’s assets would constitute
unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is
engaged or is to engage, (d) the fair value of the assets of such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities, of such Person, which for this purpose shall include rights of contribution in respect of
obligations for which such Person has provided a Guarantee, and (e) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and
matured, which for this purpose shall include rights of contribution in respect of obligations for which such Person has provided a
Guarantee. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at
the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability reduced by the amount of any contribution or indemnity that can reasonably be
expected to be received.
“Specified Time” means (a) with respect to the LIBO Rate, 11:00 a.m., London time, and (b) with respect to the
EURIBO Rate, 11:00 a.m., Brussels time.
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“Statutory Reserve Rate” means a fraction (expressed as a decimal, carried out to five decimal places), the
numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum
reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
the FRB for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve
percentages shall include those imposed pursuant to such Regulation D. LIBOR Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or
offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares or other interests having ordinary voting power for the election of directors or
other governing body (other than shares or interests having such power only by reason of the happening of a contingency) are at
the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more
intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Company.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward
rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps, options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency
swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related
confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other
master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the
effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such
Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s),
and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
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“Synthetic Lease” means any synthetic, tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as
an operating lease under GAAP.
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system
which utilizes a single shared platform and which was launched on November 19, 2007.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such
other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of
payments in Euros.
“Taxes” means all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings
(including backup withholding) or similar charges imposed by any Governmental Authority, including any interest, penalties, and
liabilities with respect thereto.
“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-
looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Term SOFR Notice” means a notification by the Administrative Agent to the Lenders and the Company of the
occurrence of a Term SOFR Transition Event.
“Term SOFR Transition Event” means the determination by the Administrative Agent that (a) Term SOFR has
been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively
feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has
previously occurred resulting in a Benchmark Replacement in accordance with Section 3.03 that is not Term SOFR.
“Threshold Amount” means $100,000,000.
“Ticking Fee End Date” has the meaning specified in Section 2.09(a).
“Tranche 1 Lender” means any Lender holding a Tranche 1 Loan.
“Tranche 1 Loan” means any loan made to Albemarle Germany under the Existing Syndicated Facility Agreement
that is outstanding on the Restatement Effective Date.
“Tranche 2 Availability Period” means the period from and including the Restatement Effective Date to, but
excluding, the Tranche 2 Commitment Outside Date.
“Tranche 2 Commitment” means, as to each Lender, the obligation, if any, of such Lender to make Tranche 2
Loans hereunder, expressed as an amount representing the maximum sum of the principal amounts of the Tranche 2 Loans to be
made by such Lender hereunder, as such amount is set forth with respect to such Lender as its “Tranche 2 Commitment” on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
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party hereto, as applicable, and as such amount may be adjusted from time to time in accordance with this Agreement. The
aggregate amount of the Tranche 2 Commitments on the Restatement Effective Date is $500,000,000.
“Tranche 2 Commitment Outside Date” means the date that is 364 days after the Restatement Effective Date.
“Tranche 2 Lender” means any Lender with a Tranche 2 Commitment or a Tranche 2 Loan.
“Tranche 2 Loan” means any loan made by a Tranche 2 Lender pursuant to Section 2.01(b).
“Type” means, with respect to any Loan, its character as a Base Rate Loan, a LIBOR Loan or a EURIBOR Loan.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as
amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to
IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or
investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having
responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related
Benchmark Replacement Adjustment.
“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA over the current value of that Pension Plan’s assets, determined as of the date of the most recently completed actuarial
valuation report for that Pension Plan in accordance with the assumptions used for funding the Pension Plan pursuant to Section
412 of the Internal Revenue Code.
“United States” and “U.S.” mean the United States of America.
“Unrestricted Cash” means, at any time, cash and cash equivalents owned at such time by any member of the
Consolidated Group, determined on a consolidated basis in accordance with GAAP; provided that such cash and cash equivalents
do not appear (and in accordance with GAAP would not be required to appear) as “restricted” on the consolidated balance sheet
of the Consolidated Group prepared as of such time in accordance with GAAP.
“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue
Code.
“VAT” means (a) any Tax imposed in compliance with the Council Directive of 28 November 2006 on the
common system of value added tax (EC Directive 2006/112) and (b) any other Tax of a similar nature, whether imposed in a
member state of the European Union in
33
substitution for, or levied in addition to, such Tax referred to in clause (a) of this definition, or imposed elsewhere.
“VAT Recipient” has the meaning specified in Section 3.01(d).
“VAT Relevant Party” has the meaning specified in Section 3.01(d).
“VAT Supplier” has the meaning specified in Section 3.01(d).
“Wodgina Lithium Joint Venture” means the unincorporated joint venture established between Albemarle Wodgina
and the Seller pursuant to a joint venture agreement executed between the parties on or about November 1, 2019.
“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA
Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with
respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that
liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation
in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those
powers.
SECTION 1.02. Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such
other Loan Document:
(a)
(b)
The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.
(i) The words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import when used in any Loan
Document shall refer to such Loan Document as a whole and not to any particular provision thereof.
(ii)
Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference
appears unless otherwise expressly referenced.
(iii)
The word “including” is by way of example and not limitation.
(iv)
The word “documents” includes any and all instruments, documents, agreements, certificates, notices,
reports, financial statements and other writings, however evidenced, whether in physical or electronic form.
(v)
The word “will” will be construed to have the same meaning and effect as the word “shall”.
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(vi)
The words “asset” and “property” will be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(vii) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.
(viii) Except as otherwise provided herein and unless the context requires otherwise, any reference herein to any
Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set
forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have
succeeded to any or all functions thereof.
(c)
In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.
(d)
Section headings herein and in the other Loan Documents are included for convenience of reference only and shall
not affect the interpretation of this Agreement or any other Loan Document.
(e)
For purposes of determining the Dollar Equivalent of any Loan denominated in Euros, the Administrative Agent
shall determine the Exchange Rate as of each applicable Exchange Rate Date and shall apply such Exchange Rates to determine
such amount, and each such amount shall be the Dollar Equivalent of such Loan until the next required calculation thereof
pursuant to this paragraph.
(f)
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (i) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the
original Person to the subsequent Person, and (ii) if any new Person comes into existence, such new Person shall be deemed to
have been organized and acquired on the first date of its existence by the holders of its Securities at such time.
SECTION 1.03. Accounting Terms.
(a)
All accounting terms not specifically or completely defined herein shall be construed in conformity with,
and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP. Notwithstanding the foregoing, (i) for purposes of determining
compliance with any covenant (including the computation of the Financial Covenant) contained herein, Funded Debt of the
Company and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects
of FASB ASC 825 on financial liabilities shall be disregarded, and (ii) for purposes of calculations made pursuant to the terms of
this Agreement, the determination of whether a lease constitutes a capital lease, and the amount of capital lease obligations
arising therefrom, shall be made on the basis of GAAP without giving effect to any change to GAAP set forth in the Accounting
Standards Update No. 2016-02, Leases
35
(Topic 842), issued by the Financial Accounting Standards Board on February 25, 2016, or any other updates or proposals issued
by the Financial Accounting Standards Board in connection therewith.
(b)
At the Company’s election, determinations of compliance with the Financial Covenant hereunder may be
made on a Pro Forma Basis with respect to any Acquisition, any Disposition of all of the equity interests of, or all or substantially
all of the assets of, a Subsidiary or any Disposition of a line of business or a division of the Company or a Subsidiary, in each
case, consummated after the Closing Date; provided that with respect to any such Acquisition or Disposition (i) the Company
must elect to treat such Acquisition or Disposition on a Pro Forma Basis on or before the delivery of the Compliance Certificate
relating to the first fiscal quarter period ending after the date of the consummation of such Acquisition or Disposition, (ii) the
Company must indicate such election on such Compliance Certificate and (iii) such election shall be irrevocable. Absent the
Company’s election to treat an Acquisition or a Disposition on a Pro Forma Basis in accordance with this Section 1.03(b),
determinations of compliance with the Financial Covenant hereunder shall not be made on a Pro Forma Basis with respect to
such Acquisition or Disposition.
(c)
The Company will provide a written summary of material changes in GAAP affecting the financial
reporting of the Company or in the consistent application thereof by the Company with each Compliance Certificate delivered in
accordance with Section 7.02(b). If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Company or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein
and (ii) the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents
required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.
SECTION 1.04. Rounding.
Any financial ratios required to be maintained by the Company pursuant to this Agreement shall be calculated by
dividing the appropriate component by the other component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no
nearest number).
SECTION 1.05. References to Agreements and Laws.
Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the
Loan Documents) and other Contractual Obligations shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
36
(b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing
or interpreting such Law.
SECTION 1.06. Blocking Regulation.
In relation to any Lender that is subject to the regulations referred to below (each, a “Restricted Lender”), any
representation, warranty or covenant set forth herein that refers to Sanctions or Designated Jurisdictions (each, a “Specified
Provision”) shall only apply for the benefit of such Restricted Lender to the extent that such Specified Provision would not result
in a violation of, conflict with or liability under Council Regulation (EC) 2271/96 (or any Law implementing such regulation in
any member state of the European Union) or any similar blocking or anti-boycott Law in Germany (including, in the case of
Germany, section 7 foreign trade rules (Auβenwirtschaftsverordnung – AWV) in connection with section 4 paragraph 1 foreign
trade law (Auβenwirtschaftsgesetz – AWG)) or in the United Kingdom (the “Mandatory Restrictions”). In the case of any consent
or direction by Lenders in respect of any Specified Provision of which a Restricted Lender does not have the benefit due to a
Mandatory Restriction, then, notwithstanding anything to the contrary in the definition of Required Lenders, for so long as such
Restricted Lender shall be subject to a Mandatory Restriction, the Commitment and the Dollar Equivalents of the outstanding
principal amount of any Loans of such Restricted Lender will be disregarded for the purpose of determining whether the requisite
consent of the Lenders has been obtained or direction by the requisite Lenders has been made, it being agreed, however, that,
unless, in connection with any such determination, the Administrative Agent shall have received written notice from any Lender
stating that such Lender is a Restricted Lender with respect thereto, each Lender shall be presumed, in connection with such
determination, not to be a Restricted Lender.
SECTION 1.07. Interest Rate; LIBOR Notification.
The interest rate on a Loan may be derived from an interest rate benchmark that is, or may in the future become,
the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these
interest rate benchmarks and, as a result, such interest rate benchmarks may cease to comply with applicable laws and
regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank
offered rate is intended to represent the rate at which contributing banks may obtain short-term borrowings from each other in the
London interbank market. In July 2017, the U.K. Financial Conduct Authority announced that, after the end of 2021, it would no
longer persuade or compel contributing banks to make rate submissions to the ICE Benchmark Administration (together with any
successor to the ICE Benchmark Administrator, the “IBA”) for purposes of the IBA setting the London interbank offered rate. As
a result, it is possible that commencing in 2022, the London interbank offered rate may no longer be available or may no longer
be deemed an appropriate reference rate upon which to determine the interest rate on Eurocurrency Rate Loans. In light of this
eventuality, public and private sector industry initiatives are currently underway to identify new or alternative reference rates to
be used in place of the London interbank offered rate. Upon the occurrence of a Benchmark Transition Event, a Term SOFR
Transition Event or an Early Opt-In Election, Sections 3.03(b)(i) and 3.03(b)(ii) provide a mechanism for determining an
alternative rate of interest. The Administrative Agent will promptly notify the Company, pursuant to Section 3.03(b)(iv), of any
37
change to the reference rate upon which the interest rate on Eurocurrency Rate Loans is based. However, the Administrative
Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration,
submission or any other matter related to the London interbank offered rate or other rates in the definition of “Screen Rate” or
with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such
alternative, successor or replacement rate implemented pursuant to Section 3.03(b)(i) or Section 3.03(b)(ii), whether upon the
occurrence of a Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, and (ii) the
implementation of any Benchmark Replacement Conforming Changes pursuant to Section 3.03(b)(iii)), including, without
limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be
similar to, or produce the same value or economic equivalence of, the LIBO Rate or the EURIBO Rate, as applicable, or have the
same volume or liquidity as did the London interbank offered rate, or the euro interbank offered rate, as applicable, prior to its
discontinuance or unavailability.
ARTICLE II
The Commitments and Loans
SECTION 2.01. Loans.
(a)
Subject to the terms and conditions set forth in the Existing Syndicated Facility Agreement, the lenders
party thereto made Tranche 1 Loans to Albemarle Germany.
(b)
Subject to the terms and conditions set forth herein, each Tranche 2 Lender severally, but not jointly, agrees
to make, from time to time during the Tranche 2 Availability Period, Tranche 2 Loans to the Company denominated in Dollars or
in Euros; provided that (i) the Dollar Equivalent of the principal amount of any Tranche 2 Loan to be made by any Tranche 2
Lender shall not exceed its Tranche 2 Commitment as in effect immediately prior to the time such Loan is made and (ii) Tranche
2 Loans shall be made on no more than two Funding Dates.
(c)
Loans denominated in Dollars may consist of Base Rate Loans or LIBOR Loans, or a combination thereof,
as the applicable Borrower (or, in the case of Albemarle Germany, the Company on its behalf) may request in accordance
herewith. Loans denominated in Euros may only be EURIBOR Loans. Amounts repaid or prepaid in respect of Loans may not be
reborrowed.
SECTION 2.02. Borrowings, Conversions and Continuations of Loans.
(a)
Each borrowing of Loans, each conversion of any Borrowing from one Type to another Type and each
continuation of any Eurocurrency Rate Borrowing shall be made upon delivery to the Administrative Agent by the applicable
Borrower (or, in the case of Albemarle Germany, the Company on its behalf) of a Loan Notice. Each Loan Notice must be
received by the Administrative Agent not later than (i) 12:00 noon, Local Time, three Business Days prior to the requested date
of any borrowing of, or conversion to or continuation of, Eurocurrency Rate Loans and (ii) 10:00 a.m., Local Time, on the
requested date of any borrowing of, or conversion to, Base Rate Loans. Each Loan Notice shall be irrevocable. At the
38
commencement of each Interest Period for any Eurocurrency Rate Borrowing, such Borrowing shall be in a principal amount
equal to the Borrowing Minimum or a whole multiple equal to the Borrowing Multiple in excess thereof; provided that a
Eurocurrency Rate Borrowing that results from a continuation of an outstanding Eurocurrency Rate Borrowing may be in a
principal amount that is equal to such outstanding Borrowing. On its Funding Date, each Base Rate Borrowing shall be in a
principal amount equal to the Borrowing Minimum or a whole multiple equal to the Borrowing Multiple in excess thereof. Each
Loan Notice shall specify (A) the applicable Borrower, (B) whether a borrowing of Loans, a conversion of any Borrowing from
one Type to the other or a continuation of any Eurocurrency Rate Borrowing is being requested and the Class of Loan or
Borrowing with respect to which such request is made, (C) the requested date of the borrowing, conversion or continuation, as
the case may be (which shall be a Business Day), (D) the aggregate principal amount of Loans to be borrowed or the existing
Borrowing that is to be converted or continued, (E) the Type of Loans to be borrowed or to which the existing Borrowing is to be
converted, (F) if applicable, the duration of the Interest Period with respect thereto and (G) in the case of a borrowing of Loans,
the currency requested with respect thereto and the location and number of the account of the applicable Borrower to which funds
are to be disbursed (which account shall be reasonably acceptable to the Administrative Agent). The applicable Borrower (or, in
the case of Albemarle Germany, the Company on its behalf) may elect different conversion or continuation options with respect
to different portions of the affected existing Borrowing (and all references herein to conversion or continuation of a Borrowing
shall be understood to include any such election of different options with respect thereto), in which case each such portion shall
be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing. If a Borrower (or, in the case of Albemarle Germany, the Company on its
behalf) fails to specify a currency in a Loan Notice requesting a borrowing of Loans, then the Loans so requested shall be made
in Dollars. If a Borrower (or, in the case of Albemarle Germany, the Company on its behalf) fails to specify a Type of the
requested Loans in a Loan Notice, then the applicable Loans will be made (x) in the case of Loans denominated in Dollars, as
Base Rate Loans and (y) in the case of Loans denominated in Euros, as EURIBOR Loans. If a Borrower (or, in the case of
Albemarle Germany, the Company on its behalf) fails to timely deliver a Loan Notice requesting a conversion or continuation of
any Eurocurrency Rate Borrowing, then, on the last day of the Interest Period applicable thereto, such Borrowing shall (x) in the
case of a Borrowing denominated in Dollars, automatically convert to a Base Rate Borrowing and (ii) in the case of a Borrowing
denominated in Euros, automatically be continued as a EURIBOR Borrowing with an Interest Period of one month. If a Borrower
(or, in the case of Albemarle Germany, the Company on its behalf) requests a borrowing of Eurocurrency Rate Loans or
conversion to or continuation of a Eurocurrency Rate Borrowing in any Loan Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month. No Loan may be converted into or continued as a Loan of a
different Class or denominated in a different currency.
(b)
Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the
applicable Class of the details thereof and, in the case of a Loan Notice requesting a borrowing of Loans, of its Pro Rata Share of
the applicable Loans. If no timely Loan Notice with respect to a conversion or continuation of any Eurocurrency Rate Borrowing
is provided by the applicable Borrower (or, in the case of Albemarle Germany, the Company on its behalf), the Administrative
Agent shall notify each Lender of the applicable
39
Class of the details of any automatic conversion to Base Rate Loans of Loans denominated in Dollars or continuation of Loans
denominated in a Euro, in each case, as described in Section 2.02(a). Each Lender shall make the amount of its Loan of the
applicable Class available to the Administrative Agent in immediately available funds by wire transfer, to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders, not later than 1:00 p.m., Local
Time, on the Business Day specified in the applicable Loan Notice. Upon satisfaction (or waiver in accordance with Section
11.01) of the applicable conditions set forth in Section 5.02, the Administrative Agent shall make all funds so received available
to the applicable Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance
with instructions set forth in the applicable Loan Notice.
(c)
Except as otherwise provided herein, a Eurocurrency Rate Borrowing may be continued or converted only
on the last day of the Interest Period for such Eurocurrency Rate Borrowing. During the existence of a Default or Event of
Default, (i) no Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Rate Borrowing and (ii)
no Borrowing denominated in Euros may be converted to or continued as a Borrowing having an Interest Period of more than one
month, in each case, without the consent of the Required Lenders.
(d)
The applicable Base Rate or Eurocurrency Rate shall be determined by the Administrative Agent in
accordance with the terms hereof. The Administrative Agent shall promptly notify the Company and the Lenders of the interest
rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of
the Base Rate or the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error.
(e)
After giving effect to all Borrowings, all conversions of Borrowings from one Type to another Type and all
continuations of Eurocurrency Rate Borrowings, there shall not be more than 10 Interest Periods in effect with respect to Loans.
SECTION 2.03. [Reserved.]
SECTION 2.04. [Reserved.]
SECTION 2.05. Optional and Mandatory Prepayments.
(a)
Each Borrower may, upon notice from such Borrower (or, in the case of Albemarle Germany, the Company
on its behalf) to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing of any Class in
whole or in part, without premium or penalty; provided that (a) such notice must be in a form reasonably acceptable to the
Administrative Agent and be received by the Administrative Agent not later than 12:00 noon, New York City time, (i) three
Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (ii) on the date of prepayment of Base Rate
Loans and (b) any prepayment of any Borrowing shall be in a principal amount equal to the Borrowing Minimum or a whole
multiple equal to the Borrowing Multiple in excess thereof, or, if less, the entire principal amount of such Borrowing then
outstanding. Each such notice shall specify the date and amount of such prepayment and the Borrowing or Borrowings to be
prepaid, specify the Class thereof. The
40
Administrative Agent will promptly notify each Lender of the applicable Class of its receipt of each such notice and of the
amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower (or, in the case of Albemarle
Germany, the Company on its behalf), the applicable Borrower shall make such prepayment and the payment amount specified in
such notice shall be due and payable on the date specified therein; provided that, subject to Section 3.05, such notice may state
that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be
revoked by the applicable Borrower (or, in the case of Albemarle Germany, the Company on its behalf) by notice to the
Administrative Agent on or prior to the specified date of prepayment if such condition is not satisfied and, in the case of such
revocation, the applicable Borrower shall not be required to make such prepayment and such prepayment amount shall cease to
be due and payable. Any prepayment of a Loan shall be accompanied by all accrued interest thereon and, in the case of any
prepayment of Eurocurrency Rate Loans on any day other than the last day of the Interest Period applicable thereto, shall be
subject to Section 3.05. Each prepayment of a Borrowing shall be applied to the applicable Loans of the Lenders in accordance
with their respective Pro Rata Shares thereof.
(b)
In the event and on each occasion that the Company or any Subsidiary receives any Net Cash Proceeds in
respect of a Prepayment/Reduction Event, then (i) the Company shall promptly, and in any event within three Business Days,
after the day such Net Cash Proceeds are received, give notice to the Administrative Agent of the occurrence of such
Prepayment/Reduction Event (any such notice, a “Prepayment/Reduction Event Notice”) and (ii) the Company shall, within three
Business Days after the day such Net Cash Proceeds are received, prepay Tranche 2 Loans, without premium or penalty (but
subject to Section 3.05), in an amount equal to the lesser of (x) the aggregate principal amounts of the Tranche 2 Loans then
outstanding and (y) 100% of such Net Cash Proceeds. Each Prepayment/Reduction Event Notice shall set forth a reasonably
detailed calculation of such Net Cash Proceeds and shall specify the date and amount of such prepayment and, if any
Eurocurrency Rate Loans are to be prepaid, the Interest Period of such Loans. Any such prepayment of a Tranche 2 Loan shall be
accompanied by all accrued interest thereon and, in the case of any prepayment of Eurocurrency Rate Loans on any day other
than the last day of the Interest Period applicable thereto, shall be subject to Section 3.05.
SECTION 2.06. Termination or Reduction of Commitments.
(a)
The parties hereto acknowledge that the Tranche 1 Commitments terminated prior to the Restatement
Effective Date.
(b)
Unless previously terminated, the Tranche 2 Commitments shall automatically terminate at 5:00 p.m., New
York City time, on the Tranche 2 Commitment Outside Date. The Tranche 2 Commitment of each Tranche 2 Lender shall be
reduced automatically and without further action upon the making by such Tranche 2 Lender of any Tranche 2 Loan by an
amount equal to the Dollar Equivalent of such Tranche 2 Loan.
(c)
In the event and on each occasion that the Company or any Subsidiary receives any Net Cash Proceeds in
respect of a Prepayment/Reduction Event, then (i) the Company shall provide the Prepayment/Reduction Event Notice as set
forth in Section 2.05(b)
41
and (ii) the Tranche 2 Commitments will automatically reduce, on the date that is the earlier of (A) the date of the prepayment in
respect of such Prepayment/Reduction Event pursuant to Section 2.05(b) and (B) the day that is three Business Days after the day
such Net Cash Proceeds are received (or such earlier date as is elected by the Company in such notice), by an aggregate amount
equal to the lesser of (x) the Tranche 2 Commitments then in effect and (y) 100% of such Net Cash Proceeds minus the Dollar
Equivalent of the amount of the prepayment by the Company in respect Prepayment/Reduction Event pursuant to Section
2.05(b).
(d)
Prior to the Tranche 2 Commitment Outside Date, the Company may, upon notice from the Company to
the Administrative Agent, terminate or permanently reduce the Tranche 2 Commitments; provided that (i) any such notice shall
be received by the Administrative Agent not later than 12:00 noon, New York City time, one Business Day prior to the date of
termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple
of $1,000,000 in excess thereof. Each notice delivered by the Company pursuant to this Section 2.06(d) shall be irrevocable;
provided that any such notice may state that such notice is conditioned upon the occurrence of one or more events specified
therein, in which case such notice may be revoked by the Company by notice to the Administrative Agent on or prior to the
specified date of termination or reduction if such condition is not satisfied. The Administrative Agent will promptly notify the
Tranche 2 Lenders of any such notice of termination or reduction of the Tranche 2 Commitments.
(e)
Any reduction of the Tranche 2 Commitments pursuant to Section 2.06(c) or 2.06(d) shall be applied to the
Tranche 2 Commitment of each Tranche 2 Lender according to its Pro Rata Share thereof. Any termination or reduction of the
Tranche 2 Commitments shall be permanent. All unpaid ticking fees accrued until the effective date of any termination or
reduction of the Tranche 2 Commitments (in the case of any reduction, in respect of the aggregate amount of the Tranche 2
Commitments subject to such reduction) shall be paid on the effective date of such termination or reduction.
SECTION 2.07. Repayment of Loans.
Each Borrower shall pay to the Administrative Agent, for the account of each Lender, the then unpaid principal
amount of each Loan of such Lender made to such Borrower on the Maturity Date applicable to such Loan.
SECTION 2.08. Interest.
(a)
Subject to the provisions of Section 2.08(b), (i) each LIBOR Loan shall bear interest on the outstanding
principal amount thereof for each Interest Period at a rate per annum equal to the sum of (A) the Adjusted LIBO Rate for such
Interest Period plus (B) the Applicable Rate, (ii) each EURIBOR Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the sum of (A) the EURIBO Rate for such Interest Period plus (B)
the Applicable Rate and (iii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof at a rate per
annum equal to the sum of (A) the Base Rate plus (B) the Applicable Rate.
(b)
(i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace
periods), whether at stated maturity, by acceleration or otherwise,
42
such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the
fullest extent permitted by applicable Laws.
(ii) If any amount (other than principal of any Loan) payable by any Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise,
then upon the request of the Majority in Interest of the Lenders of the applicable Class, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.
(iii) Without duplication of clauses (i) and (ii) above, if any Event of Default under Section 9.01(f) or 9.01(g)
arises, the outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Laws.
(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and
payable upon demand.
(c)
Interest on each Loan shall be due and payable by the applicable Borrower in arrears on each Interest
Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable
by the applicable Borrower in accordance with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.
SECTION 2.09. Fees.
(a)
Ticking Fees. The Company shall pay to the Administrative Agent, for the account of each Tranche 2
Lender (subject to Section 2.17 in the case of any Defaulting Lender), a ticking fee in Dollars, which shall accrue at a rate of
0.150% per annum on the daily amount of the Tranche 2 Commitment of such Tranche 2 Lender during the period (i) from and
including the date that is 60 days after the Restatement Effective Date and (ii) to but excluding the date of the termination or
expiration of the Tranche 2 Commitment of such Tranche 2 Lender (the date in this clause (ii) being referred to as the “Ticking
Fee End Date”). Accrued and unpaid ticking fees shall be due and payable (x) with respect to the ticking fees accrued through
and including the last day of March, June, September and December of each year, in arrears on the fifteenth day following such
last day, (y) on the Ticking Fee End Date and (z) at such other times as may be specified herein.
(b)
Other Fees.
(i)
The Company shall pay to the Administrative Agent for its own account an annual administrative fee in an
amount and at the times as separately agreed in writing by the Company and the Administrative Agent. Such fee shall be
fully earned when paid and shall not be refundable for any reason whatsoever.
(ii)
The Company shall pay to the Arrangers and the Lenders such fees as shall have been separately agreed
upon in writing in the amounts and at the times so
43
agreed. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
SECTION 2.10. Computation of Interest and Fees.
All computations of interest for Base Rate Loans when the Base Rate is determined by reference to the Prime Rate
shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of
fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as
applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which
the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid;
provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one
day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.
SECTION 2.11. Evidence of Debt.
The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the
Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders
to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit
or otherwise affect the obligation of any Borrower hereunder to pay any amount owing with respect to the Obligations. In the
event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the
absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute
and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans (or Loans of
any Class) in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date,
Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.
SECTION 2.11. Payments Generally; Administrative Agent’s Clawback.
ARTICLE II. General. All payments to be made by the Borrowers shall be made free and clear of and without
condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and
except with respect to principal of and interest on Loans denominated in Euros, all payments by the Borrowers hereunder shall be
made to the Administrative Agent, for the account of the Lenders to which such payment is owed (except that payments pursuant
to Sections 3.01, 3.04, 3.05 and 11.04 shall be made directly to the Persons entitled thereto), in Dollars by wire transfer of
immediately available funds not later than 2:00 p.m., Local Time, on the date specified herein. Except as otherwise expressly
provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in Euros
shall be made to the Administrative Agent, for the account of the Lenders to which such payment is owed, in Euros by wire
transfer of immediately available funds not later than 2:00 p.m., Local Time, on the dates specified herein. All such payments to
the
44
Administrative Agent shall be made to such account as may be specified by the Administrative Agent from time to time by notice
to the Company. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in
Euros, such Borrower shall make such payment in Dollars, with the amount of such payment in Dollars being determined by
using the Exchange Rate as of the date of such payment. The Administrative Agent will promptly distribute to each Lender its
Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such
Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m., Local Time, shall in each case be
deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment
to be made by any Borrower shall come due on a day other than a Business Day, such payment shall be made on the next
following Business Day, except as otherwise set forth in the definition of “Interest Period” or “Maturity Date”, and such
extension of time shall be reflected in computing interest or fees, as the case may be.
(1)
(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to
the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available to such Borrower to but excluding the date of
payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, (1) if such Borrowing is
denominated in Dollars, the greater of (x) the NYFRB Rate and (y) a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation and (2) if such Borrowing is denominated in Euros, the greater of (x) the
rate reasonably determined by the Administrative Agent to be the cost to it of funding such amount (which determination will be
conclusive absent manifest error) and (y) a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, in each case, plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by any Borrower, (1) if such
Borrowing is denominated in Dollars, the interest rate applicable to Base Rate Loans and (2) if such Borrowing is denominated in
Euros, the interest rate applicable to such Borrowing. If such Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to such Borrower the
amount of such interest paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing to the
Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by
such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make
such payment to the Administrative Agent.
(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have
received notice from a Borrower prior to the date on
45
which any payment is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will
not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date
in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such
event, if such Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the
Administrative Agent forthwith on demand the amount so distributed to such Lender in immediately available funds with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, (A) if denominated in Dollars, the greater of (1) the NYFRB Rate and (2) a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) if
denominated in Euros, the greater of (1) the rate reasonably determined by the Administrative Agent to be the cost to it of
funding such amount (which determination will be conclusive absent manifest error) and (2) a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation, in each case, plus any
administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the
foregoing.
A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this
Section 2.12(b) shall be conclusive, absent manifest error.
(c)
Failure to Satisfy Conditions Precedent. In the event that any Lender makes available to the Administrative
Agent funds for any Loan to be made by such Lender to any Borrower as provided in the foregoing provisions of this Article II,
and such funds are not made available to such Borrower by the Administrative Agent because the conditions to such Loan set
forth in Article V are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without interest. Without limiting the provisions of Section
10.04, each Lender expressly acknowledges and agrees that in releasing to any Borrower any funds made available to the
Administrative Agent by any Lender, (i) the Administrative Agent shall be entitled to rely, and shall not incur any liability for
relying, upon any certificate of a Responsible Officer of such Borrower (or, in the case of Albemarle Germany, the Company on
its behalf) delivered pursuant to Article V and upon any representation or deemed representation made by the Company in, or as
a result of a delivery of, a Loan Notice and (ii) any good faith determination by the Administrative Agent that any condition set
forth in Article V has been satisfied shall be binding on each Lender.
(d)
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans and to make
payments pursuant to Section 11.04(c) or 11.06 are several and not joint. The failure of any Lender to make any Loan or to make
any payment under Section 11.04(c) or 11.06 on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to make its
Loan or to make its payment under Section 11.04(c) or 11.06.
(e)
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan
in any particular place or manner or to constitute a
46
representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
SECTION 2.13. Sharing of Payments.
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact and (b) purchase (for cash at face
value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans; provided that:
(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this Section 2.13 shall not be construed to apply to (A) any payment made by or on behalf of the
Borrowers pursuant to and in accordance with the express terms of this Agreement (including payments pursuant to
Sections 2.15 and 3.02) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans other than an assignment to the Company or any Subsidiary thereof (as to which the
provisions of this Section 2.13 shall apply).
Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law,
that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of
setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the
amount of such participation.
SECTION 2.14. [Reserved.]
SECTION 2.15. Extension of Maturity Date.
(a)
Requests for Extension. The Company may, by notice to the Administrative Agent (which shall promptly
notify the Tranche 2 Lenders), request, on a single occasion after the initial Funding Date with respect to the Tranche 2 Loans,
that each Tranche 2 Lender extend the Maturity Date applicable to the Tranche 2 Loans of such Tranche 2 Lender for an
additional period (to be specified in such notice) of up to four years from the applicable Maturity Date as in effect on the date
such extension is requested (the “Existing Maturity Date”; and the date on which the closing with respect to such extension shall
occur is referred to herein as the “Extension Closing Date”).
(b)
Lender Elections to Extend. Each Tranche 2 Lender, acting in its sole and individual discretion, shall, by
notice to the Administrative Agent given not later than 15 days after receipt of the Company’s request pursuant to Section 2.15(a)
(the “Extension Lender
47
Response Date”), advise the Administrative Agent whether or not such Tranche 2 Lender agrees to the requested extension;
provided that any Tranche 2 Lender that does not so advise the Administrative Agent on or before the Extension Lender
Response Date shall be deemed to have advised the Administrative Agent that it has declined to agree to the requested extension
(each Tranche 2 Lender that agrees to the requested extension being referred as an “Extending Lender”, and each Tranche 2
Lender that does not or is deemed not to agree to the requested extension being referred to as a “Non-Extending Lender”). The
election of any Tranche 2 Lender to agree to the requested extension shall not obligate any other Tranche 2 Lender to so agree.
(c)
Notification by Administrative Agent. The Administrative Agent shall notify the Company of each
Tranche 2 Lender’s determination under this Section 2.15 no later than 10 days after the Extension Lender Response Date (or, if
such date is not a Business Day, on the next succeeding Business Day).
(d)
Replacement of Non-Extending Lenders. The Company shall have the right to replace each Non‑Extending
Lender with one or more Replacement Lenders as provided in Section 11.16.
(e)
Minimum Extension Requirement. If (and only if) the sum of the Dollar Equivalents of the outstanding
principal amounts of the Tranche 2 Loans held by the Extending Lenders and by the Replacement Lenders that shall have
replaced any Non-Extending Lender as contemplated by Section 2.15(d) shall, in the aggregate, be more than 50% of the sum of
the Dollar Equivalents of the outstanding principal amounts of the Tranche 2 Loans held by all Tranche 2 Lenders, in each case,
determined immediately prior to the Extension Closing Date, then, subject to the satisfaction of the conditions set forth in Section
2.15(f), the Maturity Date applicable to the Tranche 2 Loans of each Extending Lender and each such Replacement Lender shall
be extended to the date requested by the Company pursuant to Section 2.15(a) (except that, if such date is not a Business Day, the
Maturity Date as so extended shall be the next preceding Business Day).
(f)
Conditions to Effectiveness of Extensions. As a condition precedent to the effectiveness of the requested
extension, the Company shall (i) deliver to the Administrative Agent a certificate of a Responsible Officer of the Company dated
as of the Extension Closing Date, (A) certifying and attaching the resolutions adopted by the Company approving or consenting
to such extension and (B) certifying that, before and after giving effect to such extension, (x) the representations and warranties
contained in Article VI and the other Loan Documents are true and correct in all material respects (in the case of any
representation and warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects) on and as of
the Extension Closing Date as if made on and as of the Extension Closing Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case certifying that they are true and correct in all material respects (in
the case of any representation and warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects)
as of such earlier date, and except that, for purposes of this Section 2.15(f), the representations and warranties contained in
Sections 6.05(a) and 6.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to Section 7.01(a)
or 7.01(b), as applicable, and (y) no Default exists and (ii) pay to the Administrative Agent, for the
48
account of each Extending Lender and each such Replacement Lender, such fees as may be mutually agreed by the Company and
such Tranche 2 Lenders. The Administrative Agent shall give prompt notice to the Company and the Tranche 2 Lenders of the
occurrence of the Extension Closing Date, which notice shall be conclusive and binding.
(g)
Permitted Amendments; Conflicting Provisions. In connection with effecting the extension requested
pursuant to this Section 2.15, the Administrative Agent and the Company may, without the consent of any Lender other than the
Extending Lenders and the applicable Replacement Lenders, effect such amendments to this Agreement as may be necessary or
appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section 2.15. This Section 2.15
shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
SECTION 2.16. [Reserved.]
SECTION 2.17. Defaulting Lenders.
(a)
Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender
becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by
applicable Law:
(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definitions of “Required Lenders” and
“Majority in Interest” and Section 11.01.
(ii)
Ticking Fees. Ticking fees shall cease to accrue on the amount of the Commitment of such Lender pursuant to
Section 2.09(a), and the Company shall not be required to pay any ticking fees that otherwise would have been required to
have been paid to such Defaulting Lender for any period during which such Lender is a Defaulting Lender.
(b)
Defaulting Lender Cure. If the Company and the Administrative Agent agree in writing in their sole
discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so
notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth
therein, such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to
fees accrued or payments made by or on behalf of the Borrowers while such Lender was a Defaulting Lender; provided further
that (i) all amendments, waivers or consents effected without its consent in accordance with the provisions of Section 11.01 and
this Section 2.17 during such period shall be binding on it and (ii) except to the extent otherwise expressly agreed by the affected
parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party
hereunder arising from that Lender’s having been a Defaulting Lender.
ARTICLE III
Taxes, Yield Protection and Illegality
49
SECTION 3.01. Taxes.
(a)
Except as required by Laws, any and all payments by or on behalf of the Borrowers to or for the account of
the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without withholding or
deduction for Taxes. If any Borrower or the Administrative Agent shall be required by any applicable Laws to withhold or deduct
any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, then (i)
such Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions, (ii) such
Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with such Laws, and (iii) to the extent that the withholding or
deduction is made on account of Indemnified Taxes, the sum payable by the applicable Borrower shall be increased as necessary
so that after any required withholding or the making of all required deductions (including deductions applicable to additional
sums payable under this Section 3.01) the Administrative Agent or such Lender receives an amount equal to the sum it would
have received had no such withholding or deduction of Indemnified Taxes been made.
(b)
In addition, each Borrower agrees to pay any and all present or future stamp, court, documentary,
intangible, recording, filing or similar Taxes and any other excise or property Taxes or similar levies that arise from the
execution, delivery, performance (other than payment of amounts owing under the Loan Documents), enforcement or registration
of or otherwise similarly with respect to, any Loan Document, except (i) any such Taxes that are Other Connection Taxes
imposed with respect to an assignment (other than an assignment made pursuant to Section 11.16) and (ii) VAT (hereinafter
referred to as “Other Taxes”).
(c)
(i) Each Borrower agrees to indemnify the Administrative Agent and each Lender for (x) the full amount
of Indemnified Taxes (including any Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 3.01) paid by the Administrative Agent and such Lender and (y) any reasonable expenses arising therefrom or with
respect thereto, in each case whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the
applicable Governmental Authority. Payment under this Section 3.01(c)(i) shall be made within 60 days after the date the
applicable Lender or the Administrative Agent makes a written demand therefor; provided, however, that notwithstanding any
other provision of this Section 3.01, if the Administrative Agent or any Lender requests indemnification or reimbursement for
Indemnified Taxes pursuant to this Section 3.01 more than 120 days after the earlier of (i) the date on which the Administrative
Agent or such Lender, as the case may be, makes payment of such Indemnified Taxes and (ii) the date on which the applicable
Governmental Authority makes written demand on the Administrative Agent or such Lender, as the case may be, for payment of
such Indemnified Taxes, then the applicable Borrower shall not be obligated to indemnify or reimburse the Administrative Agent
or such Lender, as the case may be, for such Indemnified Taxes. Each Borrower shall, and does hereby indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a
Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii); provided,
however, that no Borrower shall have any obligation to indemnify any party hereunder for Indemnified Taxes or Other Taxes that
arise from such party’s own gross negligence or willful misconduct. To the
50
extent that a Borrower pays an amount to the Administrative Agent pursuant to the preceding sentence (a “Back-Up Indemnity
Payment”), then upon request of the Company, the Administrative Agent shall use commercially reasonable efforts to exercise its
set-off rights described in the last sentence of Section 3.01(c)(ii) (on behalf of itself or the Borrowers) to collect the applicable
Back-Up Indemnity Payment amount from the applicable Lender and shall pay the amount so collected to the Company net of
any reasonable expenses incurred by the Administrative Agent in its efforts to collect (through set-off or otherwise) from such
Lender with respect to Section 3.01(c)(ii).
(ii)Each Lender shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10
days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but
only to the extent that a Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and
without limiting the obligation of the Borrowers to do so) and (y) the Administrative Agent and the Borrowers, as
applicable, against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent or a Borrower in connection with any Loan Document, and any reasonable expenses arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the
applicable Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by
the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender, as the case may be, under this
Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 3.01(c)
(ii).
(d)
(i) All amounts expressed in any Loan Documents to be payable by any party to this Agreement (for the
purposes of this Section 3.01(d), a “Party”) to any Indemnitee that (in whole or in part) constitute the consideration for any
supply for VAT purposes are deemed to be exclusive of any VAT that is chargeable on such supply, and accordingly, subject to
Section 3.01(d)(ii), if VAT is or becomes chargeable on any supply made by any Indemnitee to any Party under the Loan
Documents and such Indemnitee is required to account to the relevant tax authority for the VAT, such Party must pay to such
Indemnitee (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount
of the VAT (and such Indemnitee must promptly provide an appropriate VAT invoice to such Party) provided that the Indemnitee
did not waive any VAT exemption.
(ii)If VAT is or becomes chargeable on any supply made by any Indemnitee (for the purposes of this Section 3.01(d),
the “VAT Supplier”) to any other Indemnitee (for the purposes of this Section 3.01(d), the “VAT Recipient”) under any
Loan Document, and any Party other than the VAT Recipient (the “Subject Party”) is required by the terms of any Loan
Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to
reimburse the VAT Recipient in respect of that consideration):
(A) Where the Supplier is the Person required to account to the relevant tax authority for the VAT, the Subject
Party shall also pay to the Supplier (in addition to and
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at the same time as paying such amount) an amount equal to the amount of such VAT. The VAT Recipient will, where this
Section 3.01(d)(ii)(A) applies, promptly pay to the Subject Party an amount equal to any credit or repayment obtained by
the VAT Recipient from the relevant tax authority that the VAT Recipient reasonably determines relates to the VAT
chargeable on the supply; and
(B) Where the VAT Recipient is the Person required to account to the relevant tax authority for the VAT, the
Subject Party shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the
VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to
credit or repayment from the relevant tax authority in respect of that VAT.
(iii)Where any Loan Document requires any Party to reimburse or indemnify an Indemnitee for any cost or expense,
such Party shall reimburse or indemnify, as the case may be, such Indemnitee for the full amount of such cost or expense,
including such part thereof as represents VAT, except to the extent that the Indemnitee reasonably determines that it is
entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(iv)Any reference in this Section 3.01(d) to any Party shall, at any time when such Party is treated as a member of a
group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a
reference to the Person that is treated at that time as making the supply, or (as appropriate) receiving the supply, under the
grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member
state of the European Union) or any other similar provision in any jurisdiction that is not a member state of the European
Union) so that a reference to a Party shall be construed as a reference to such Party or the relevant group or unity (or fiscal
unity) of which such Party is a member for VAT purposes at the relevant time or the relevant representative member (or
head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).
(v)In relation to any supply made by an Indemnitee to any Party under any Loan Document, if reasonably requested
by such Indemnitee, such Party must promptly provide details of its VAT registration and such other information as is
reasonably requested in connection with such Indemnitee’s VAT reporting requirements in relation to such supply.
(e)
Upon request by any Borrower or the Administrative Agent, as the case may be, after any payment of
Taxes (other than VAT) by such Borrower or by the Administrative Agent to a Governmental Authority as provided in this
Section 3.01, such Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such
Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably
satisfactory to such Borrower or the Administrative Agent, as the case may be.
(f)
Subject to Section 3.01(d), unless required by applicable Laws, at no time shall the Administrative Agent
have any obligation to file for or otherwise pursue on behalf of a
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Lender, or have any obligation to pay to any Lender any refund of Taxes withheld or deducted from funds paid for the account of
such Lender, as the case may be. If the Administrative Agent or a Lender determines, in good faith, that it has received a refund
of any Taxes as to which it has been indemnified by a Borrower or with respect to which any Borrower has paid additional
amounts pursuant to this Section 3.01, it shall pay an amount equal to such refund to such Borrower (but only to the extent of
indemnity payments made, or additional amounts paid, by such Borrower under this Section 3.01 with respect to the Taxes giving
rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than
any interest paid by the relevant Governmental Authority with respect to such refund), it being understood that any such refund
received by another member of a fiscal group that such Lender forms part of shall be treated as received by such Lender for
purposes of this Section 3.01(f); provided that the applicable Borrower, upon the request of the Administrative Agent or such
Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 3.01(f), in no event will the Administrative Agent or any Lender be required to pay any amount to any Borrower pursuant
to this Section 3.01(f) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-
Tax position than such Person would have been in if the Indemnified Tax subject to indemnification and giving rise to such
refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This Section 3.01(f) shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to any Borrower
or any other Person. Notwithstanding the foregoing, this Section 3.01(f) shall not apply to any VAT refund.
(g)
Each party’s obligations under this Section 3.01 and under Section 11.15 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all other Obligations.
SECTION 3.02. Illegality.
If any Lender in good faith determines that any Change in Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations
hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based
upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Euros in the Relevant Interbank Market, then, on notice thereof by such Lender to the
Company through the Administrative Agent, (a) any obligation of such Lender to issue, make, maintain, fund or charge interest
with respect to any such Loan or to make or continue Loans denominated in Euros or, in the case of LIBOR Loans, to convert
Base Rate Loans to LIBOR Loans shall be suspended and (b) if such notice asserts the illegality of such Lender making or
maintaining Base Rate Loans the interest rate on which is determined by reference to clause (c) of the definition of Base Rate, the
interest rate on the Base Rate Loans of such Lender shall, if necessary to avoid such
53
illegality, be determined by the Administrative Agent without utilization of clause (c) of the definition of Base Rate, in each case,
until such Lender notifies the Administrative Agent and the Company that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice by the Company, (i) the Borrowers shall, upon demand from such Lender (with a copy
to the Administrative Agent), prepay or, if applicable in the case of LIBOR Loans, convert all of such Lender’s LIBOR Loans to
Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be
determined by the Administrative Agent without reference to clause (c) of the definition of Base Rate), either on the last day of
the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such
Lender may not lawfully continue to maintain such Loans and (y) if such notice asserts the illegality of such Lender determining
or charging interest rates based upon the LIBO Rate, the Administrative Agent shall during the period of such suspension
compute the Base Rate applicable to such Lender without reference to clause (c) of the definition of Base Rate until the
Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge
interest rates based upon the LIBO Rate. Upon any such prepayment or conversion, the applicable Borrowers shall also pay
accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially
disadvantageous to such Lender. If such Lender does not designate a different Lending Office to avoid the need for such notice,
the Company may replace such Lender in accordance with Section 11.16.
Each Lender at its option may make any Loan to any Borrower by causing any domestic or foreign branch or
Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of such
Borrower to repay such Loan in accordance with the terms of this Agreement; provided, however, if any Lender determines that
any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, in each case, after
the Closing Date for any Lender or its applicable Lending Office to issue, make, maintain, fund or charge interest with respect to
any Loan to any Borrower, then, on notice thereof by such Lender to the Company through the Administrative Agent, and until
such notice by such Lender is revoked, any obligation of such Lender to issue, make, maintain, fund or charge interest with
respect to any such Loan shall be suspended. Upon receipt of such notice, the Borrowers shall take all reasonable actions
requested by such Lender to mitigate or avoid such illegality.
SECTION 3.03. Inability to Determine Rates.
(a)
Subject to Section 3.03(b), if prior to the commencement of any Interest Period for any Eurocurrency Rate
Borrowing denominated in any currency:
(i)the Administrative Agent in good faith determines that adequate and reasonable means do not exist for
determining the Adjusted LIBO Rate or the EURIBO Rate, as the case may be (including because the applicable Screen
Rate is not available or published on a current basis), for Loans denominated in the applicable currency for the applicable
Interest Period, provided that no Benchmark Transition Event shall have occurred at such time; or
54
(ii)the Administrative Agent is advised by the Required Lenders that the Required Lenders in good faith have
determined that, for any reason, the Adjusted LIBOR Rate or the EURIBO Rate, as the case may be, for Loans
denominated in the applicable currency for the applicable Interest Period will not adequately and fairly reflect the cost to
the Required Lenders of funding or maintaining Loans comprising such Borrowing for such Interest Period;
then the Administrative Agent will promptly notify the Borrowers and the Lenders. Subject to Section 3.03(b), if such notice is
given, then until the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such
notice no longer exist, (1) any Loan Notice that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurocurrency Rate Borrowing denominated in the applicable currency and for such Interest Period shall be ineffective, (2)
the affected Eurocurrency Rate Borrowing that was requested to be converted or continued shall (x) if such Borrowing is
denominated in Dollars, be continued as or converted to a Base Rate Borrowing or (y) if such Borrowing is denominated in
Euros, bear interest at a rate equal to the Applicable Rate for Eurocurrency Rate Loans plus the weighted average of the cost to
each Lender to fund its pro rata share of such Borrowing (from whatever source and using whatever methodologies such Lender
may select in its reasonable discretion) (with respect to a Lender, the “COF Rate” and with respect to the weighted average of the
COF Rate applicable to each Lender for any Borrowing, the “Average COF Rate”), it being agreed by each Lender that promptly
upon request therefor by the Administrative Agent, such Lender shall notify the Administrative Agent of the COF Rate of such
Lender with respect to the applicable Borrowing, provided that no Lender shall be obligated so to notify the Administrative
Agent if such notification shall be inconsistent with the internal policies of such Lender (in which case the Average COF Rate
shall be determined disregarding the COF Rate of such Lender), and (3) any Loan Notice that requests the making of such
Eurocurrency Rate Borrowing shall (x) if such Borrowing is denominated in Dollars, be treated as a request for a Borrowing that
is a Base Rate Borrowing or (y) if such Borrowing is denominated in Euros, be treated as a request for a Borrowing denominated
in Dollars that is a Base Rate Borrowing.
(b)
(i) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark
Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to
the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined
in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect
of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any
other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance
with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any other Loan Document in respect of any
Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark
Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document so long as the Administrative Agent has not received,
55
by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(ii)Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below
in this paragraph, solely with respect to Loans denominated in Dollars, if a Term SOFR Transition Event and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current
Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes
hereunder or under any other Loan Document in respect of such Benchmark setting and subsequent Benchmark settings,
without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document; provided that, this paragraph shall not be effective unless the Administrative Agent has delivered to the
Lenders and the Company a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be
required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.
(iii)In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right
to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming
Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document.
(iv)The Administrative Agent will promptly notify the Company and the Lenders of (A) any occurrence of a
Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any
Benchmark Replacement Conforming Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to
paragraph (f) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any
determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group
of Lenders) pursuant to this Section 3.03, including any determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action
or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and
without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly
required pursuant to this Section 3.03.
(v)Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in
connection with the implementation of a Benchmark Replacement), (A) if the then-current Benchmark is a term rate
(including Term SOFR or LIBO Rate) and either (x) any tenor for such Benchmark is not displayed on a screen or other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable
discretion or (y) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or
publication of
56
information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative
Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such
unavailable or non-representative tenor and (B) if a tenor that was removed pursuant to clause (A) above either (x) is
subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (y)
is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including
a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all
Benchmark settings at or after such time to reinstate such previously removed tenor.
(vi)Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to
the applicable Relevant Rate, (A) the applicable Borrower (or, in the case of Albemarle Germany, the Company on its
behalf) may revoke any Loan Notice requesting a borrowing of, conversion to or continuation of Eurocurrency Rate
Loans to be made, converted or continued during any Benchmark Unavailability Period, (B) unless revoked pursuant to
clause (A) above, (1) any Loan Notice that requests the making of a Eurocurrency Rate Borrowing shall (x) if such
Borrowing is denominated in Dollars, be treated as a request for a Borrowing that is a Base Rate Borrowing or (y) if such
Borrowing is denominated in Euros, be treated as a request for a Borrowing denominated in Dollars that is a Base Rate
Borrowing and (2) any Loan Notice that requests the conversion to or continuation of any Eurocurrency Rate Borrowing
during any Benchmark Unavailability Period shall be ineffective and (C) any Eurocurrency Rate Borrowing that is
outstanding on the date of the Company’s receipt of such notice shall, on the last day of the Interest Period applicable to
such Borrowing, (x) if such Borrowing is denominated in Dollars, be converted to a Base Rate Borrowing or (y) if such
Borrowing is denominated in Euros, bear interest at a rate equal to the Applicable Rate for Eurocurrency Rate Loans plus
the Average COF Rate. During any Benchmark Unavailability Period or at any time that a tenor for the then-current
Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor
for such Benchmark, as applicable, will not be used in any determination of Base Rate and such component shall be
deemed to be zero.
SECTION 3.04. Increased Cost and Reduced Return; Capital Adequacy and Liquidity.
(a)
If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar
requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate);
(ii)impose on any Lender or the Relevant Interbank Market any other condition, cost or expense (other than Taxes)
affecting this Agreement or Loans made by such Lender; or
57
(iii)subject the Administrative Agent or any Lender to any Taxes (other than Taxes on payments pursuant to the Loan
Documents, which will be governed by Section 3.01, Other Taxes and Excluded Taxes) on its loans, loan principal, letters
of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or
maintaining any Loan or of maintaining its obligation to make any Loan, or to reduce the amount of any sum received or
receivable by the Administrative Agent or such Lender hereunder (whether of principal, interest or any other amount) (and the
Administrative Agent or such Lender, as applicable, deems such increase or reduction to be material), then, from time to time
within 10 Business Days after the Company’s receipt of the certificate contemplated by Section 3.06(a) from the Administrative
Agent or such Lender, the Company will (or will cause Albemarle Germany to) pay to the Administrative Agent or such Lender,
as the case may be, such additional amount or amounts as will compensate the Administrative Agent or such Lender, as the case
may be, for such additional costs or expenses incurred or reduction suffered.
(b)
If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such
Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has the effect of reducing, by an
amount deemed by such Lender to be material, the rate of return on such Lender’s capital or on the capital of such Lender’s
holding company, if any, as a consequence of this Agreement, any Commitment of such Lender or the Loans made by such
Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in
Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital
adequacy or liquidity), then, from time to time within 10 Business Days after the Company’s receipt of the certificate
contemplated by Section 3.06(a) from such Lender, the Company will (or will cause Albemarle Germany to) pay to such Lender
such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction
suffered.
(c)
Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant
to this Section 3.04 shall not constitute a waiver of its right to demand such compensation; provided that no Borrower shall be
required to compensate the Administrative Agent or any Lender pursuant to this Section 3.04 for any increased costs or expenses
incurred or reductions suffered more than 90 days prior to the date that the Administrative Agent or such Lender notifies the
Company of the Change in Law giving rise to such increased costs or expenses or reductions and of the Administrative Agent’s
or such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such
increased costs or expenses or reductions is retroactive, then the 90-day period referred to above shall be extended to include the
period of retroactive effect thereof.
SECTION 3.05. Funding Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall
compensate (or cause Albemarle Germany to compensate) such
58
Lender for and hold such Lender harmless from any loss, cost or expense (excluding the loss of the Applicable Rate) incurred by
it as a result of:
(a)
any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than
the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);
(b)
any failure by any Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay,
borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount notified by the Company or
Albemarle Germany (whether or not such notice may be withdrawn in accordance herewith);
(c)
any failure by any Borrower to make payment of any Loan (or interest due thereon) on its scheduled due
date or any payment thereof in a different currency; or
(d)
any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor
as a result of a request by the Company pursuant to Section 11.16;
including any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by
it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the
performance of any foreign exchange contract. The Company shall also pay (or shall cause Albemarle Germany to pay) any
reasonable customary administrative fees charged by such Lender in connection with the foregoing. The Company (or Albemarle
Germany) will, within 10 Business Days after the Company’s (or Albemarle Germany’s) receipt of the certificate contemplated
by Section 3.06(a), pay such Lender such additional amounts as will compensate such Lender for such losses, costs or expenses.
For purposes of calculating amounts payable by the Company or Albemarle Germany to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Adjusted LIBO Rate or
the EURIBO Rate, as applicable, for such Loan by a matching deposit or other borrowing in the Relevant Interbank Market for
such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so
funded.
SECTION 3.06. Matters Applicable to all Requests for Compensation.
(a)
The Administrative Agent or any Lender claiming compensation under Section 3.01 or 3.04 shall be
required to deliver a certificate to the Borrowers setting forth in reasonable detail (i) the additional amount or amounts to be paid
to it hereunder and (ii) the manner in which such amount was determined, which certificate shall be conclusive in the absence of
manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and
attribution methods.
(b)
Upon any Lender’s making a claim for compensation under Section 3.01 or 3.04, the Company may
replace such Lender in accordance with Section 11.16.
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(c)
Notwithstanding anything contained herein to the contrary, a Lender shall not be entitled to any
compensation pursuant to Section 3.04 or to exercise the rights under Section 3.02 to the extent such Lender is not generally
imposing such charges or requesting such compensation from, or is not generally exercising such rights against, as applicable,
other similarly situated borrowers under similar circumstances.
SECTION 3.07. Survival.
The obligations of the Borrowers under this Article III shall survive termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and resignation of the Administrative Agent.
ARTICLE IV
Guaranty
SECTION 4.01. The Guaranty.
The Company hereby guarantees to each Lender and the Administrative Agent, as primary obligor and not as
surety, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory
prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. The Company hereby further agrees that
if any of the Guaranteed Obligations are not paid in full when due (whether at stated maturity, as a mandatory prepayment, by
acceleration or otherwise), the Company will promptly pay the same, without any demand or notice whatsoever, and that in the
case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full
when due (whether at extended maturity, as a mandatory prepayment, by acceleration or otherwise) in accordance with the terms
of such extension or renewal.
SECTION 4.02. Obligations Unconditional.
The obligations of the Company under Section 4.01 are absolute and unconditional, irrespective of the value,
genuineness, validity, regularity or enforceability of any of the Loan Documents or other documents relating to the Guaranteed
Obligations, or any substitution, release, impairment or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable Law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (other than payment in full of all
Guaranteed Obligations (other than contingent indemnification obligations for which no claim has yet been made)), it being the
intent of this Section 4.02 that the obligations of the Company hereunder shall be absolute and unconditional under any and all
circumstances until payment in full of all Guaranteed Obligations (other than contingent indemnification obligations for which no
claim has yet been made). The Company agrees that it shall have no right of subrogation, indemnity, reimbursement or
contribution against Albemarle Germany for amounts paid under this Article IV until such time as the Guaranteed Obligations
have been paid in full (other than contingent indemnification obligations on which no claim has yet been made) and the
Commitments have expired or terminated. Without limiting the generality of the foregoing, it is agreed that, to the fullest extent
permitted by law, the occurrence of any one or more of the following shall not alter
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or impair the liability of the Company hereunder, which shall remain absolute and unconditional as described above:
(a)
at any time or from time to time, without notice to the Company, the time for any performance of or
compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be
waived;
(b)
any of the acts mentioned in any of the provisions of any of the Loan Documents or any other agreement or
instrument referred to in the Loan Documents shall be done or omitted;
(c)
the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed
Obligations shall be modified, supplemented or amended in any respect, or any right under any of the Loan Documents or
any other agreement or instrument referred to in the Loan Documents shall be waived or any other guarantee of any of the
Guaranteed Obligations or any security therefor shall be released, impaired or exchanged in whole or in part or otherwise
dealt with;
(d)
any Lien granted to, or in favor of, the Administrative Agent or any Lender or Lenders as security for any
of the Guaranteed Obligations shall fail to attach or be perfected; or
(e)
any of the Guaranteed Obligations shall be determined to be void or voidable (including, without
limitation, for the benefit of any creditor of the Company) or shall be subordinated to the claims of any Person (including,
without limitation, any creditor of the Company).
With respect to its obligations hereunder, the Company hereby expressly waives diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any
right, power or remedy or proceed against any Person under any of the Loan Documents or any other agreement or instrument
referred to in the Loan Documents or against any other Person under any other guarantee of, or security for, any of the
Guaranteed Obligations.
SECTION 4.03. Reinstatement.
The obligations of the Company under this Article IV shall be automatically reinstated if and to the extent that for
any reason any payment by or on behalf of any Person in respect of the Guaranteed Obligations is rescinded or must be otherwise
restored by any holder of any of the Guaranteed Obligations, whether as a result of any Debtor Relief Law or otherwise, and the
Company agrees that it will indemnify the Administrative Agent and each Lender on demand for all reasonable costs and
expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or such Lender in
connection with such rescission or restoration, including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or similar payment under any Debtor Relief Law.
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SECTION 4.04. Certain Additional Waivers.
The Company agrees that it shall have no right of recourse to security for the Guaranteed Obligations, except
through the exercise of rights of subrogation pursuant to Section 4.02.
SECTION 4.05. Remedies.
The Company agrees that, to the fullest extent permitted by law, as between the Company, on the one hand, and
the Administrative Agent and the Lenders, on the other hand, the Guaranteed Obligations may be declared to be forthwith due
and payable as provided in Section 9.02 (and shall be deemed to have become automatically due and payable in the
circumstances provided in Section 9.02) for purposes of Section 4.01 notwithstanding any stay, injunction or other prohibition
preventing such declaration (or preventing the Guaranteed Obligations from becoming automatically due and payable) as against
any other Person and that, in the event of such declaration (or the Guaranteed Obligations being deemed to have become
automatically due and payable), the Guaranteed Obligations (whether or not due and payable by any other Person) shall forthwith
become due and payable by the Company for purposes of Section 4.01.
SECTION 4.06. Guarantee of Payment; Continuing Guarantee.
The guarantee in this Article IV is a guaranty of payment and not of collection, is a continuing guarantee, and shall
apply to all Guaranteed Obligations whenever arising.
ARTICLE V
Conditions Precedent
SECTION 5.01. Conditions to the Restatement Effective Date.
The amendment and restatement of the Existing Syndicated Facility Agreement to be in the form hereof is subject
to the satisfaction (or waiver in accordance with Section 11.01 of the Existing Syndicated Facility Agreement) of the conditions
precedent to the occurrence of the Restatement Effective Date set forth in the Restatement Agreement.
SECTION 5.02. Conditions to Each Funding Date.
The obligation of each Lender to make a Loan as part of any Borrowing is subject to the occurrence of the
Restatement Effective Date and the satisfaction (or waiver in accordance with Section 11.01) of the following conditions:
(a)
After giving effect to such Borrowing, (i) the representations and warranties of the Borrowers contained in
Article VI or any other Loan Document shall be true and correct in all material respects (in the case of any representation and
warranty qualified by materiality or Material Adverse Effect in the text thereof, in all respects) on and as of the Funding Date
with respect to such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case such representations and warranties shall be true and correct in all material respects (in the case of any
representation and warranty
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qualified by materiality or Material Adverse Effect in the text thereof, in all respects) as of such earlier date, and except that for
the purposes of this Section 5.02(a), the representations and warranties contained in Sections 6.05(a) and 6.05(b) shall be deemed
to refer to the most recent financial statements furnished pursuant to Section 7.01(a) or 7.01(b), as applicable, and (ii) no Default
shall exist on and as of such Funding Date.
(b)
The Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof,
and such Loan Notice shall not have been withdrawn.
(c)
Any fees payable to the Lenders by the Borrowers hereunder that are required to be paid on or before the
Funding Date with respect to such Borrowing shall have been paid.
On the date of any Borrowing (other than any conversion or continuation of any Loan), the Company shall be
deemed to have represented and warranted that the conditions specified in paragraph (a) of this Section 5.02 have been satisfied.
Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of
determining compliance with the conditions specified in Section 5.01 or 5.02, each Lender will be deemed to have consented to
approved or accepted, or to be satisfied with, each document or other matter referred to in such Section unless the Administrative
Agent will have received notice from such Lender prior to the proposed Restatement Effective Date or the proposed Funding
Date, as applicable, specifying its objection thereto.
ARTICLE VI
Representations and Warranties
The Company and Albemarle Germany represent and warrant to the Administrative Agent and the Lenders, on the
Restatement Effective Date, each Funding Date and each other date on which representations and warranties are required to be, or
are deemed to be, made under the Loan Documents, that:
SECTION 6.01. Existence, Qualification and Power.
Each of the Borrowers (a) is a corporation, partnership, limited liability company or other business entity duly
organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own
its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a
party and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such qualification or license; except, in each case referred to in
clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
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SECTION 6.02. Authorization; No Contravention.
The execution, delivery and performance by each Borrower of each Loan Document to which such Borrower is
party have been duly authorized by all necessary corporate or other organizational action and do not (a) contravene the terms of
any Organization Documents of such Borrower; (b) conflict with or result in any breach or contravention of, or the creation of
any Lien under, (i) any Contractual Obligation to which such Borrower is a party or (ii) any order, injunction, writ or decree of
any Governmental Authority or any arbitral award to which such Borrower or its property is subject; or (c) violate any Law,
except, in each case referred to in clause (b) or (c), to the extent that it would not reasonably be expected to have a Material
Adverse Effect.
SECTION 6.03. Governmental Authorization; Other Consents.
No approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or
enforcement against, any Borrower of this Agreement or any other Loan Document, except for those the failure to obtain, occur
or make would not reasonably be expected to have a Material Adverse Effect.
SECTION 6.04. Binding Effect.
This Agreement and each other Loan Document has been duly executed and delivered by each Borrower that is
party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of each Borrower
that is party thereto, enforceable against each such Borrower in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 6.05. Financial Statements; No Material Adverse Change.
(a)
The audited consolidated balance sheet of the Consolidated Group as of December 31, 2019, and the
related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year then ended,
including the notes thereto, (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial position of the
Consolidated Group as of the date thereof and their results of operations and cash flows for the period covered thereby in
accordance with GAAP; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Consolidated
Group as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, which are required to be
shown thereon in accordance with GAAP.
(b)
The unaudited consolidated balance sheet of the Consolidated Group as of September 30, 2020, and the
related consolidated statements of income or operations and cash flows for the fiscal quarter then ended (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;
(ii) fairly present in all material respects the financial position of the Consolidated Group as of the
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date thereof and their results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and
(ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Consolidated Group as of the date thereof, including liabilities for Taxes, material
commitments and Indebtedness, which are required to be shown thereon in accordance with GAAP.
(c)
Since December 31, 2019, there has been no event or circumstance, either individually or in the aggregate,
that has had or would be reasonably be expected to have a Material Adverse Effect.
SECTION 6.06. Litigation.
There are not any actions, suits or proceedings at law or in equity or by or before any Governmental Authority
now pending or, to the knowledge of any Borrower, threatened (and reasonably likely to be commenced) in writing against or
affecting any member of the Consolidated Group or any property or rights of any member of the Consolidated Group as to which
there is a reasonable likelihood of an adverse determination and which, if adversely determined, would individually or in the
aggregate result in a Material Adverse Effect.
SECTION 6.07. No Default.
(a)
Neither the Company nor any Subsidiary is in default under or with respect to any Contractual Obligation
that would reasonably be expected to have a Material Adverse Effect.
(b)
No Default or Event of Default has occurred and is continuing or would result from the consummation of
the transactions contemplated by this Agreement or any other Loan Document.
SECTION 6.08. Ownership of Property; Liens.
Each member of the Consolidated Group has good record and marketable title in fee simple (or similar concept
under any applicable jurisdiction) to, or valid leasehold interests in, all real property necessary in the ordinary conduct of its
business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The property of the Consolidated Group is subject to no Liens, other than Liens permitted by Section 8.01.
SECTION 6.09. Environmental Compliance.
Except as set forth in Schedule 6.09, (a) the Consolidated Group is in compliance in all material respects with all
applicable Environmental Laws, except where the failure to do so would not be reasonably likely, individually or in the
aggregate, to result in a Material Adverse Effect; (b) no member of the Consolidated Group has received written notice of any
failure to comply with applicable Environmental Laws, which non-compliance neither has been or is being remedied, nor is being
contested in good faith by such member of the Consolidated Group, nor is the subject of such member’s good faith efforts to
achieve compliance, except notices for which
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non-compliance would not be reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect; (c) the
Consolidated Group’s facilities do not manage any Hazardous Materials in violation of any applicable Environmental Law,
except where such violation would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect; and (d) the Company is aware of no events, conditions or circumstances involving environmental pollution or
contamination or employee health or safety that would be reasonably likely to result in a Material Adverse Effect.
SECTION 6.10. Insurance.
The properties of the Consolidated Group are insured with financially sound and reputable insurance companies
not Affiliates of the Company, in such amounts (after giving effect to any self-insurance compatible with the following
standards), with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Company or its Subsidiaries operate.
SECTION 6.11. Taxes.
Each member of the Consolidated Group has filed all federal, state and other Tax returns and reports required to be
filed by such member, and has paid all federal, state and other Taxes levied or imposed upon such member or its properties,
income or assets otherwise due and payable, except (a) those that are being contested in good faith by appropriate proceedings
and for which adequate reserves have been provided in accordance with GAAP or (b) those that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed Tax assessment against the Company
or any Subsidiary that would, if made, have a Material Adverse Effect.
SECTION 6.12. ERISA Compliance.
(a)
Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal
Revenue Code and other federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Internal Revenue
Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by
the IRS with respect thereto and, to the knowledge of the Company, nothing has occurred that would prevent, or cause the loss of,
such qualification. The Company and each ERISA Affiliate have made all required contributions to each Plan subject to Section
412 of the Internal Revenue Code, and no application for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Internal Revenue Code has been made with respect to any Plan.
(b)
There are no pending or, to the knowledge of the Company, threatened claims, actions or lawsuits, or
action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse
Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has
resulted or would reasonably be expected to result in a Material Adverse Effect.
(c)
Other than as would not reasonably be expected to result in a Material Adverse Effect, (i) no ERISA Event
has occurred or is reasonably expected to occur, (ii) neither
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the Company nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA and other contributions
payable in accordance with the terms of such Pension Plan or applicable law), and (iii) neither the Company nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred that, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan.
(d)
The Pension Plans, on a consolidated basis, do not have any Unfunded Pension Liability that would
reasonably be expected to result in a Material Adverse Effect.
(e)
To the knowledge of the Company, neither the Company nor any ERISA Affiliate has engaged in a
transaction that is subject to Sections 4069 or 4212(c) of ERISA.
(f)
Each Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as
modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.
SECTION 6.13. Margin Regulations; Investment Company Act.
(a)
No Borrower is engaged or will engage, principally or as one of its important activities, in the business of
purchasing or carrying “margin stock” within the meaning of Regulation U issued by the FRB, as in effect from time to time, or
extending credit for the purpose of purchasing or carrying “margin stock”, and the Loans hereunder will not be used to purchase
or carry “margin stock” in violation of Regulation U or to extend credit to others for the purpose of purchasing or carrying
“margin stock”, or for any purpose that would violate the provisions of Regulation X issued by the FRB, as in effect from time to
time.
(b)
No Borrower is or is required to be registered as an “investment company” under the Investment Company
Act of 1940.
SECTION 6.14. Disclosure.
No report, financial statement, certificate or other written information furnished by any Borrower or by any
representatives of any Borrower (on such Borrower’s behalf) to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by
other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided
that, with respect to projected financial information, the Borrowers represent only that such projections were prepared in good
faith based upon reasonable assumptions and estimates as of the date of preparation (it being understood and agreed that
projections are as to future events and are not to be viewed as facts and are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Company and its Subsidiaries, that no assurance can be given that any particular
projection will be realized, that actual results during the period or periods covered by any such projections may differ
significantly from the projected results and such differences may be material, and that projections are not representations by the
Company or its Subsidiaries
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that such projections will be achieved). As of the Restatement Effective Date, the information included in the Beneficial
Ownership Certification is true and correct in all respects.
SECTION 6.15. Compliance with Laws.
Each of the Company and each Subsidiary is in compliance in all material respects with the requirements of all
Laws, except in such instances in which (a) such requirement of Law is being contested in good faith by appropriate proceedings
or (b) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
SECTION 6.16. Intellectual Property; Licenses, Etc.
To the knowledge of the Borrowers, the Consolidated Group owns, or possesses the right to use, all of the
trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property
rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person that
would reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers, no slogan or other
advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be
employed, by the Company or any Subsidiary infringes upon any rights held by any other Person that would reasonably be
expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge
of the Borrowers, threatened (and reasonably likely to be commenced), that would in either case reasonably be expected to have a
Material Adverse Effect.
SECTION 6.17. Subsidiaries.
Set forth on Schedule 6.17 is a complete and accurate list as of the Closing Date of each Subsidiary of the
Company, together with (a) the jurisdiction of formation, (b) an indication of whether such Subsidiary is an Immaterial
Subsidiary, and (c) the ownership percentage of the Company or any Subsidiary therein.
SECTION 6.18. Solvency.
The Company and its Subsidiaries, on a consolidated basis, are Solvent.
SECTION 6.19. Certain Matters with Respect to Albemarle Germany.
With respect to Albemarle Germany:
(a)
Albemarle Germany is subject to civil and commercial Laws with respect to its obligations under this
Agreement and the other Loan Documents to which it is a party (collectively as to Albemarle Germany, the “Applicable
Foreign Obligor Documents”), and the execution, delivery and performance by Albemarle Germany of the Applicable
Foreign Obligor Documents constitute and will constitute private and commercial acts and not public or governmental
acts. Neither Albemarle Germany nor any of its property has any immunity from jurisdiction of any court or from any
legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) under the laws of the jurisdiction in which
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Albemarle Germany is incorporated or organized and existing in respect of its obligations under the Applicable Foreign
Obligor Documents.
(b)
The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the jurisdiction in
which Albemarle Germany is incorporated or organized and existing for the enforcement thereof against Albemarle
Germany under the Laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility
in evidence of the Applicable Foreign Obligor Documents. It is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable
Foreign Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court or other
authority in the jurisdiction in which Albemarle Germany is incorporated or organized and existing or that any registration
charge or stamp or similar Tax be paid on or in respect of the Applicable Foreign Obligor Documents or any other
document, except for (i) any such filing, registration, recording, execution or notarization as has been made or is not
required to be made until the Applicable Foreign Obligor Document or any other document is sought to be enforced and
(ii) any charge or Tax as has been timely paid.
(c)
The execution, delivery and performance of the Applicable Foreign Obligor Documents by Albemarle
Germany are not subject to any foreign exchange control regulations of the jurisdiction in which Albemarle Germany is
incorporated or organized and existing.
(d)
For the purpose of the Insolvency Regulation, the center of main interest (as that term is used in Article
3(1) of the Insolvency Regulation) of Albemarle Germany is situated in the jurisdiction of the registered office of
Albemarle Germany, and Albemarle Germany has no “establishment” (as that term is used in Article 2(10) of the
Insolvency Regulations) in any other jurisdiction.
SECTION 6.20. OFAC; Anti-Corruption Laws.
(a)
The Company has implemented and maintains in effect policies and procedures reasonably designed to
promote and achieve compliance by the Company, its Subsidiaries and their respective directors, officers and employees with
applicable Sanctions, and the Company and its Subsidiaries and (to the knowledge of the Company and its Subsidiaries) their
respective directors, officers, employees, agents and Affiliates are in compliance with applicable Sanctions in all material
respects and are not knowingly engaged in any activity that would constitute a violation of applicable Sanctions. None of the
Company or its Subsidiaries, nor (to the knowledge of the Company and its Subsidiaries) any director, officer, employee, agent or
Affiliate thereof, is a Person that is, currently the subject of any Sanctions. None of the Company or any Subsidiary is located,
organized or resident in a Designated Jurisdiction.
(b)
The Company and its Subsidiaries are in compliance in all material respects with applicable anti-corruption
Laws (it being understood and agreed that the foregoing representation and warranty shall not be deemed to be inaccurate on
account of conduct described in Schedule 6.20 solely to the extent such conduct has occurred prior to the Closing Date (and, for
the avoidance of doubt, is not continuing on the date on which such representation
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and warranty is made or deemed to be made hereunder)) and have instituted and maintain in effect policies and procedures
reasonably designed to promote and achieve compliance with such Laws.
(c)
The representations and warranties in this Section 6.20 made by Albemarle Germany on behalf of itself
and its Subsidiaries are only made to the extent that such representations and warranties do not result in a violation of or exposure
of such entity or any director, officer or employee thereof to any liability under Mandatory Restrictions.
SECTION 6.21. Affected Financial Institutions.
No Borrower is an Affected Financial Institution.
ARTICLE VII
Affirmative Covenants
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall
remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim or demand has been made),
the Company and Albemarle Germany shall and shall cause each of their respective Subsidiaries to:
SECTION 7.01. Financial Statements.
Furnish to the Administrative Agent (which will make such documents available to each Lender):
(a)
as soon as available, but in any event within 90 days after the end of each fiscal year of the Company, a
consolidated balance sheet of the Consolidated Group as of the end of such fiscal year, and the related consolidated
statements of income or operations, changes in equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP,
audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally
recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards
and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to
the scope of such audit; and
(b)
as soon as available, but in any event within 50 days after the end of each of the first three fiscal quarters
of each fiscal year of the Company, a consolidated balance sheet of the Consolidated Group as of the end of such fiscal
quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the
portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in
reasonable detail and certified by a Responsible Officer of the Company as fairly presenting in all material respects the
financial position, results of operations and cash flows of the
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Consolidated Group in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes.
As to any information contained in materials furnished pursuant to Section 7.02(d), the Company shall not be
separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the
obligation of the Company to furnish the information and materials described in clauses (a) and (b) above at the times specified
therein.
SECTION 7.02. Certificates; Other Information.
Deliver to the Administrative Agent (which will make such documents available to each Lender):
(a)
concurrently with the delivery of the financial statements referred to in Section 7.01(a), a certificate of its
independent registered public accounting firm certifying such financial statements and stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event of Default under the Financial
Covenant or, if any such Default or Event of Default shall exist, stating the nature and status of such event (which
certificate, when furnished by such accounting firm, may be limited to accounting matters and disclaim responsibility for
legal interpretations);
(b)
concurrently with the delivery of the financial statements referred to in Sections 7.01(a) and 7.01(b), a duly
completed Compliance Certificate signed by a Responsible Officer of the Company, (i) setting forth computations in
reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenant, (ii)
certifying that no Default or Event of Default exists as of the date thereof (or, to the extent a Default or Event of Default
exists, the nature and extent thereof and the proposed actions of the Company with respect thereto) and (iii) including a
summary of all material changes in GAAP affecting the consolidated financial statements of the Company and in the
consistent application thereof by the Company, the effect on the Financial Covenant resulting therefrom, and a
reconciliation between calculation of the Financial Covenant before and after giving effect to such changes (which
certificate may be delivered by electronic mail or by facsimile);
(c)
promptly after requested in writing by the Administrative Agent on behalf of any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee
of the board of directors) of the Company by its independent registered public accounting firm in connection with the
accounts or books of the Company or any Subsidiary, or any audit of any of them;
(d)
promptly after the same are available, copies of each annual report, proxy or financial statement or other
report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special
reports and registration statements that the Company may file or be required to file with the SEC under Section
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13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto;
(e)
promptly following any request in writing therefor, information and documentation reasonably requested
by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” rules,
including the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws; and
(f)
promptly, such additional information regarding the business, financial or corporate affairs of the Company
or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, on behalf of any
Lender, may from time to time reasonably request in writing.
Documents required to be delivered pursuant to Section 7.01(a), 7.01(b) or 7.02(d) (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be
deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto, on the
Company’s website on the Internet at https://www.albemarle.com or (ii) on which such documents (A) are publicly available on
the website of the SEC at http://www.sec.gov or (B) are posted on the Company’s behalf on another Internet or intranet website,
if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether
sponsored by the Administrative Agent); provided that in the case of documents that are not available on http://www.sec.gov, (i)
the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the
Company to deliver such paper copies until a written request to cease delivering paper copies (which may include .pdf files) is
given by the Administrative Agent or such Lender and (ii) the Company shall notify (which may be by facsimile or electronic
mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent
by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to
request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no
responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents.
Each Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make
available to the Lenders materials and/or information provided by or on behalf of any Borrower hereunder (collectively,
“Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic
system (the “Platform”) subject to procedures and confidentiality undertakings of the Platform and (b) certain of the Lenders
(each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of
United States federal and state securities Laws or the securities Laws of other applicable jurisdictions) with respect to the
Company, its Affiliates or the respective securities of any of the foregoing (“MNPI”), and who may be engaged in investment and
other market-related activities with respect to such Persons’ securities. Each Borrower hereby agrees that (w) all Borrower
Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a
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minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC”, the Borrowers shall be deemed to have authorized the Administrative Agent and the Lenders to treat such
Borrower Materials as not containing any MNPI (provided, however, that to the extent such Borrower Materials constitute
Information, they shall be treated as set forth in Section 11.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent shall
be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated as “Public Side Information”.
SECTION 7.03. Notices.
Promptly notify the Administrative Agent (which will make such notice available to each Lender):
(a)
(b)
(c)
of the occurrence of any Default;
of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; and
if unrated, any announcement by Moody’s, S&P or Fitch of any Debt Rating, or if rated, any
announcement by Moody’s, S&P or Fitch of any change or possible change in a Debt Rating.
Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the
Company setting forth details of the occurrence referred to therein and, in the case of any notice pursuant to clause (a) or (b) of
this Section 7.03, stating what action the Company has taken and proposes to take with respect thereto. Each notice pursuant to
Section 7.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have
been breached or on account of which a Default otherwise arises.
SECTION 7.04. Payment of Obligations.
Pay and discharge as the same shall become due and payable, (a) all material Taxes imposed upon it or its
properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in
accordance with GAAP are being maintained by the Company or such Subsidiary, (b) all lawful claims that, if unpaid, would by
law become a Lien upon its property (other than a Lien permitted by Section 8.01) and (c) except where the failure to so pay or
discharge would not reasonably be expected to have a Material Adverse Effect, all other obligations and liabilities.
SECTION 7.05. Preservation of Existence, Etc.
(a)
Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws
of the jurisdiction of its incorporation or organization except in a transaction permitted by Section 8.02; (b) take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so would not reasonably be expected to have a
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Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks the
non-preservation of which would reasonably be expected to have a Material Adverse Effect.
SECTION 7.06. Maintenance of Properties.
Maintain, preserve and protect all of its material properties and material equipment necessary in the operation of
its business in good working order and condition, ordinary wear and tear and damage by casualty or condemnation excepted.
SECTION 7.07. Maintenance of Insurance.
Maintain, with financially sound and reputable insurance companies not Affiliates of the Company, insurance with
respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the
same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the
following standards) as are customarily carried under similar circumstances by such other Persons.
SECTION 7.08. Compliance with Laws.
Comply in all material respects with the requirements of all Laws applicable to it or to its business or property,
except in such instances in which (i) such requirement of Law is being contested in good faith by appropriate proceedings or (ii)
the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect; and maintain in effect and
enforce policies and procedures reasonably designed to promote and achieve compliance by the Company, its Subsidiaries and
their respective directors, officers, employees and agents with applicable anti-corruption Laws and applicable Sanctions.
Notwithstanding the foregoing reference in this Section 7.08 to compliance by Albemarle Germany and its Subsidiaries with
applicable Sanctions, Albemarle Germany and its Subsidiaries shall not be obliged to comply with Section 7.08 to the extent that
such compliance would result in a violation of or exposure of such entity or any director, officer or employee thereof to any
liability under Mandatory Restrictions.
SECTION 7.09. Books and Records.
Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or
such Subsidiary, as the case may be, in each case as required by GAAP; and maintain such books of record and account in
material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the
Company or such Subsidiary, as the case may be.
SECTION 7.10. Inspection Rights.
Upon the request of the Administrative Agent on behalf of any Lender, permit representatives and independent
contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and
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make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants (provided that a representative of the Company or any Subsidiary shall be entitled to attend any
such meetings with such independent public accountants), all at the expense of the Lenders when no Event of Default exists, and
at such reasonable times during normal business hours, upon reasonable advance notice to the Company and no more than once
per year; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time
during normal business hours and without advance notice; provided, further that notwithstanding anything to the contrary herein,
none of the Company or any Subsidiary shall be required to disclose, permit the inspection, examination or making of copies of
or taking abstracts from, or discuss any document, information or other matter (a) that constitutes non-financial trade secrets or
non-financial proprietary information of the Company and its Subsidiaries and/or any of its customers and/or suppliers, (b) in
respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives or agents) is
prohibited by applicable Law, (d) that is subject to attorney-client or similar privilege or (d) in respect of which the Company or
any Subsidiary owes confidentiality obligations to any third party (it being understood that the Company or any of the
Subsidiaries shall inform the Administrative Agent of the existence and nature of the confidential records, documents or other
information not being provided and, following a reasonable request from the Administrative Agent, use commercially reasonable
efforts to request consent from an applicable contractual counterparty to disclose such information (but shall not be required to
incur any cost or expense or pay any consideration of any type to such party in order to obtain such consent)).
SECTION 7.11. Use of Proceeds.
Use the proceeds of (a) the Tranche 1 Loans solely for purposes set forth in the Existing Syndicated Facility
Agreement and (b) the Tranche 2 Loans solely for general corporate purposes of the Company and its Subsidiaries.
ARTICLE VIII
Negative Covenants
So long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder shall
remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim or demand has been made),
neither the Company nor Albemarle Germany shall, nor shall it permit any of its Subsidiaries to, directly or indirectly:
SECTION 8.01. Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, other than the following:
(a)
Liens pursuant to any Loan Document;
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(b)
Liens existing on the Closing Date and listed on Schedule 8.01 and any renewals or extensions thereof;
provided that the scope of the property covered thereby is not increased;
(c)
Liens for Taxes that are (i) not delinquent or (ii) being contested in good faith and by appropriate
proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance
with GAAP;
(d)
carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the
ordinary course of business that are not overdue for a period of more than 30 days or that are being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable
Person;
(e)
pledges or deposits in the ordinary course of business in connection with workers’ compensation,
unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f)
deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety bonds (other than bonds related to judgments or litigation, which are covered in clause (h) below),
performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g)
easements, rights-of-way, restrictions and other similar encumbrances affecting real property that, in the
aggregate, are not substantial in amount and that do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;
(h)
Liens securing judgments for the payment of money which do not constitute Events of Default hereunder;
(i)
Liens securing, or in respect of, Indebtedness in respect of capital leases, Synthetic Leases and purchase
money obligations for fixed or capital assets (including, but not limited to, any such Lien granted within 180 days of the
acquisition of such fixed or capital asset); provided that (i) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair
market value, whichever is lower, of the property being acquired on the date of acquisition;
(j)
Liens on property or assets of the Company or any Subsidiary granted in connection with Sale and
Leaseback Transactions; provided that the aggregate Attributable Principal Amount in connection with such Sale and
Leaseback Transactions shall not at any time be in excess of $100,000,000;
(k)
Liens on property or assets of the Company or any Subsidiary granted in connection with Securitization
Transactions;
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(l)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods;
(m)
licenses of intellectual property rights in the ordinary course of business;
(n)
Liens on the property and assets of any Person to the extent such Liens are existing at the time such Person
becomes a member of the Consolidated Group, and any renewals, extensions or replacements thereof so long as the scope
of the property covered thereby is not increased; provided such Liens are not created in contemplation thereof and do not
extend to any property or assets of any other member of the Consolidated Group;
(o)
Liens on property or assets of the Company and any Subsidiary granted in connection with environmental
remediation or similar obligations with respect to such property or assets not to exceed $100,000,000 in the aggregate;
(p)
Liens in favor of the United States or any state thereof, or any agency, instrumentality or political
subdivision of any of the foregoing, to secure partial, progress, advance or other payments or performance pursuant to the
provisions of any contract or statute, to the extent not constituting Indebtedness;
(q)
precautionary filings of Uniform Commercial Code financing statements (or any applicable local law
equivalent) in respect of operating leases or consignment of goods;
(r)
with respect to any real property occupied, owned or leased by the Company or any of its Subsidiaries, (i)
leases, subleases, tenancies, options, concession agreements, rental agreements occupancy agreements, franchise
agreements, access agreements and any other agreements, whether or not of record and whether now in existence or
hereafter entered into, of the real properties of the Company or any Subsidiary granted by such Person to third parties, in
each case entered into in the ordinary course of such Person’s business and so long as, to the extent such real properties
are subject to Liens, such Liens do not materially interfere with the ordinary conduct of business of the Company and its
Subsidiaries, taken as a whole, and do not materially impair the use of such property for its intended purposes;
(s)
Liens arising by operation of law under Article 4 of the Uniform Commercial Code (or any applicable
local law equivalent) in connection with collection of items provided for therein or under Article 2 of the Uniform
Commercial Code (or such applicable local law equivalent) in favor of a reclaiming seller of goods or buyer of goods;
(t)
rights of setoff or bankers’ liens of banks or other financial institutions where Company or any of its
Subsidiaries maintain deposits in the ordinary course of business and which are within the general parameters customary
in the banking industry, including Liens arising under article 24 or 25 of the general terms and conditions (algemene
bankvoorwaarden) of any member of the Dutch Banker’s Association (Nederlandse Vereniging van Banken) or any
similar term applied by a financial institution in the Netherlands pursuant to its general terms and conditions;
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(u)
Liens attaching solely to (i) cash earnest money deposits in connection with any letter of intent or purchase
agreement and (ii) proceeds of an asset disposition permitted hereunder that are held in escrow to secure obligations under
the sale documentation relating to such disposition;
(v)
any leases, subleases, licenses or sublicenses granted to others in the ordinary course of business of the
Company and its Subsidiaries which do not materially interfere with the ordinary conduct of business of the Company and
its Subsidiaries;
(w)
any laws, regulations or ordinances now or hereafter in effect (including, but not limited to, zoning,
building and environmental protection) as to the use, occupancy, subdivision or improvement of real property occupied,
owned or leased the Company or any of its Subsidiaries adopted or imposed by any Governmental Authority;
(x)
Liens of landlords under leases where the Company or any of its Subsidiaries is the tenant, securing
performance by the tenant under the lease arising by statute or under any lease or related contractual obligation entered
into in the ordinary course of business;
(y)
(i) Liens that are customary contractual rights of setoff or netting relating to (A) the establishment of
depositary relations with banks not granted in connection with the issuance of Indebtedness, (B) pooled deposit or sweep
accounts of the Company or any Subsidiary to permit satisfaction of overdraft or similar obligations or to secure negative
cash balances in local accounts of foreign Subsidiaries incurred in the ordinary course of business of the Company or any
Subsidiary, (C) purchase orders and other agreements entered into with customers of the Company or any Subsidiary in
the ordinary course of business and (D) commodity trading or other brokerage accounts incurred in the ordinary course of
business and (ii) Liens on the proceeds of any Indebtedness incurred in connection with any transaction permitted
hereunder, which proceeds have been deposited into an escrow account on customary terms to secure such Indebtedness
pending the application of proceeds to finance such transaction;
(z)
Liens securing insurance premium financing arrangements; provided, that such Liens only encumber the
insurance premiums, policies or dividends with respect to the policies that were financed with the funds advanced under
such arrangements;
(aa)
Liens on cash or cash equivalents arising in connection with the defeasance, discharge or redemption of
Indebtedness;
(bb) Liens arising out of conditional sale, title retention, consignment, bailment or similar arrangements for the
purchase, sale or shipment of goods entered into in the ordinary course of business;
(cc) Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired by the
Company or any Subsidiary to be applied against the purchase price therefor or otherwise in connection with any escrow
arrangements with respect thereto or in connection with any disposition permitted under Section 8.02 and (ii) consisting
of an agreement to dispose of any property in a disposition permitted under
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Section 8.02 solely to the extent such disposition would have been permitted on the date of the creation of such Lien; and
(dd) in respect of Albemarle Wodgina, Liens created pursuant to the Deed of Cross Security in favor of the
manager of, or the joint venture participant in, the Wodgina Lithium Joint Venture; provided that such Liens do not secure
any Indebtedness;
(ee) Liens other than those referred to in clauses (a) through (dd) above, provided, however, that the aggregate
principal amount of obligations secured by such Liens plus the aggregate principal amount of unsecured Indebtedness of
Subsidiaries of the Company outstanding pursuant to Section 8.07(g) does not exceed (i) during the Covenant
Modification Period, 24% of Consolidated Net Tangible Assets and (ii) thereafter, 30% of Consolidated Net Tangible
Assets, in each case, as appearing in the latest balance sheet delivered pursuant to Section 7.01 (or, prior to the first such
delivery, referred to in Section 6.05).
SECTION 8.02. Mergers, Dispositions, Etc.
Merge into, amalgamate or consolidate with any other Person, or permit any other Person to merge into,
amalgamate or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions)
all or substantially all of its assets (whether now owned or hereafter acquired) or any capital stock of any Subsidiary, except that:
(a)
business;
any member of the Consolidated Group may purchase and sell inventory in the ordinary course of
(b)
if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have
occurred and be continuing, (i) any Subsidiary or any other Person may merge into, amalgamate with, consolidate with or
liquidate or dissolve into the Company or any of its Subsidiaries; provided that (A) if the Company is a party to such
transaction, the Company is the surviving corporation and (B) if Albemarle Germany is a party to such transaction,
Albemarle Germany shall be the surviving entity, and (ii) any Subsidiary may merge into, amalgamate with, consolidate
with or, other than in the case of Albemarle Germany, liquidate or dissolve into any other Subsidiary in a transaction in
which the surviving entity is a Subsidiary and no Person other than the Company or a Subsidiary receives any
consideration therefor (except in the case of a non-wholly-owned Subsidiary, minority equity holders may receive their
ratable share of consideration); provided that if any such Subsidiary is a Domestic Subsidiary, the surviving entity is a
Domestic Subsidiary and if any such Subsidiary is a Borrower, such Borrower is the surviving entity;
(c)
the Company may sell all or any portion of the capital stock of any Subsidiary (other than Albemarle
Germany) for fair market value, as determined in good faith by the Company’s board of directors; provided such sale does
not constitute a sale of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole; and
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(d)
the Company may (i) transfer, or cause to be transferred, all or any portion of the capital stock of any
wholly owned Subsidiary to another wholly owned Subsidiary and (ii) sell any portion of the capital stock of any
Subsidiary (other than Albemarle Germany) in connection with the establishment of a joint venture for the purpose of
developing or continuing a product or business related to any of the Company’s existing lines of business as of the
Closing Date.
SECTION 8.03. Change in Nature of Business.
Engage in any material line of business substantially different from those lines of business conducted by the
Consolidated Group on the Closing Date or any business similar, complementary, ancillary, reasonably related or incidental
thereto.
SECTION 8.04. Transactions with Affiliates.
Enter into any transaction of any kind with any Affiliate of the Company, whether or not in the ordinary course of
business, other than on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be
obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an
Affiliate; provided that the foregoing restriction (a) shall not apply to transactions between or among the Company and
Albemarle Germany, (b) shall not restrict dividends or distributions on account of shares of equity interests issued by Subsidiaries
of the Company ratably to the holders thereof, (c) shall not apply to transactions between or among the members of the
Consolidated Group and their Affiliates that are necessary or required under applicable Law or by any Governmental Authority
and (d) shall not apply to other transactions between or among any members of the Consolidated Group that are not prohibited by
this Agreement (other than this Section 8.04).
SECTION 8.05. Use of Proceeds.
Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose
of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation
of, or for a purpose that violates, Regulation T, U or X of the FRB.
SECTION 8.06. Financial Covenant.
Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Company to be greater than: (a)
with respect to the fiscal quarter ending June 30, 2020, 4.00 to 1.0, (b) with respect to the fiscal quarters ending September 30,
2020 through September 30, 2021, 4.50 to 1.0, (c) with respect to the fiscal quarter ending December 30, 2021, 4.00 to 1.0 and
(d) with respect to the fiscal quarters ending thereafter, 3.50 to 1.0; provided that, upon consummation of an Acquisition after
March 31, 2022 where the consideration includes cash proceeds from the issuance of Funded Debt in excess of $500,000,000, the
otherwise applicable maximum Consolidated Leverage Ratio, at the election of the Company (with prior written notice to the
Administrative Agent), shall increase by 0.50:1.00 for four consecutive fiscal quarters beginning with the fiscal quarter in which
such Acquisition occurs (the “Adjustment
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Period”). After any such Acquisition that results in an Adjustment Period, there must be at least two fiscal quarters subsequent to
the end of the Adjustment Period before the Company shall be permitted to elect another Adjustment Period. The Company shall
be permitted to request no more than two Adjustment Periods during the term of this Agreement; provided, however, in
connection with each extension of the Maturity Date pursuant to Section 2.15, the Company shall have the right to request an
additional Adjustment Period.
SECTION 8.07. Subsidiary Indebtedness.
Permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except:
(a)
Indebtedness under the Revolving Credit Agreement; provided that the aggregate outstanding principal
amount of such Indebtedness shall not exceed the principal amount permitted to be incurred by the Subsidiaries under the
Revolving Credit Agreement as in effect on the Closing Date;
(b)
intercompany Indebtedness among the Company and its Subsidiaries or among Subsidiaries;
(c)
Indebtedness of any Person to the extent such Indebtedness is existing at the time such Person becomes a
member of the Consolidated Group and, any refinancings, replacements or extensions thereof so long as the amount of
such Indebtedness, plus any accrued and unpaid interest, plus any reasonable penalty, premium or defeasance costs and
reasonable fees and expenses incurred in connection with such refinancings, replacements or extensions, is not increased
at the time of such refinancing, replacement or extension; provided such (i) Indebtedness is not created in contemplation
thereof and (ii) the scope of obligors liable for such Indebtedness is not increased;
(d)
obligations (contingent or otherwise) existing or arising under any Swap Contract; provided that such
obligations are (or were) entered into by such Subsidiary for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Subsidiary, or changes in
the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”
(e)
Indebtedness in respect of capital leases, Synthetic Leases and purchase money obligations for fixed or
capital assets;
(f)
to the extent constituting Indebtedness, obligations in respect of workers’ compensation claims, self-
insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided in the
ordinary course of business;
(g)
(i) Indebtedness under the Loan Documents and (ii) other Indebtedness; provided that the aggregate
outstanding principal amount of Indebtedness under this Section 8.07(g) shall not exceed the difference between (A) (i)
during the Covenant Modification Period, 24% of Consolidated Net Tangible Assets and (ii) thereafter, 30% of
Consolidated Net Tangible Assets, in each case, as appearing in the latest balance
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sheet delivered pursuant to Section 7.01 (or, prior to the first such delivery, referred to in Section 6.05) minus (B) the
aggregate outstanding principal amount of Indebtedness of the Company secured by Liens permitted by Section 8.01(ee);
and
(h)
any guarantee given pursuant to section 8a of the German Act on Partial Retirement (Altersteilzeitgesetz)
or section 7e of the Fourth Book of the German Social Code (Sozialgesetzbuch IV).
SECTION 8.08. Sanctions.
Directly, or knowingly indirectly, use any Loan or the proceeds of any Loan, or lend, contribute or otherwise make
available any Loan or the proceeds of any Loan to any Person, to fund any activities of or business with any Person, or in any
Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions. Notwithstanding the foregoing, this Section
8.08 shall not apply to or in relation to Albemarle Germany or any of its Subsidiaries to the extent that such undertaking would
result in a violation of or exposure of such entity or any director, officer or employee thereof to any liability under Mandatory
Restrictions.
SECTION 8.09. Anti-Corruption Laws.
Directly, or knowingly indirectly, use any Loan or the proceeds of any Loan for any purpose which would breach
the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar legislation in other
jurisdictions that are applicable to the Company or its Subsidiaries.
ARTICLE IX
Events of Default and Remedies
SECTION 9.01. Events of Default.
Any of the following shall constitute an “Event of Default”:
(a)
Non-Payment. Any Borrower fails to pay (i) when and as required to be paid herein, in the currency
required hereunder, any amount of principal of any Loan, (ii) within five Business Days after the same becomes due, any
interest on any Loan or any ticking fee or other fee due hereunder or (iii) within five Business Days after the same
becomes due, any other amount payable hereunder or under any other Loan Document;
(b)
Specific Covenants. Any Borrower fails to perform or observe any term, covenant or agreement contained
in any of Section 7.03, 7.05 or 7.11 or Article VIII;
(c)
Other Defaults. Any Borrower fails to perform or observe any other covenant or agreement (not specified
in clause (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure
continues for 30 days after the earlier to occur of notice thereof from the Administrative Agent or any Responsible Officer
of any Borrower having actual knowledge of such failure;
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(d)
Representations and Warranties. Any representation, warranty, certification or statement of fact made or
deemed made by or on behalf of any Borrower herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made;
(e)
Cross-Default. (i) The Company or any Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee
(other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount
(including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the
Threshold Amount and the continuation of such failure beyond any applicable grace or cure period, or (B) after giving
effect to any applicable grace or cure period, fails to observe or perform any other agreement or condition relating to any
such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or
any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or
holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to
repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to
become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an
Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Company or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B)
any Termination Event (as so defined) under such Swap Contract as to which the Company or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Company or such Subsidiary
as a result thereof is greater than the Threshold Amount and, in the case of any Termination Event not arising out of a
default by the Company or any Subsidiary, such Swap Termination Value has not been paid by the Company or such
Subsidiary when due;
(f)
Insolvency Proceedings, Etc. The Company, Albemarle Germany or any other Subsidiary (other than an
Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes
an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of
such Person and the appointment continues undismissed for 60 consecutive calendar days or an order or decree approving
or ordering such appointment shall continue unstayed for 30 consecutive calendar days; or any proceeding under any
Debtor Relief Law in respect of any such Person or to all or any material part of its property is instituted without the
consent of such Person and continues undismissed for 60 consecutive
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calendar days, or an order or decree approving or ordering such proceeding shall have been entered;
(g)
Inability to Pay Debts; Attachment.
(i)
The Company, Albemarle Germany or any other Subsidiary (other than an Immaterial Subsidiary)
becomes unable or admits in writing its inability or fails generally to pay its debts as they become due; or
(ii)
Any writ or warrant of attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and such process, if not fully bonded, continues undismissed
for sixty consecutive calendar days, or an order or decree approving or ordering such process shall continue
unstayed for thirty calendar days;
(h)
Judgments. There is entered against the Company or any Subsidiary (i) a final judgment or order for the
payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage) or (ii) any one or more non-monetary final
judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B)
there is a period of 45 consecutive days during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect;
(i)
ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted
or would reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Company or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of the Threshold Amount;
(j)
Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for
any reason other than as expressly permitted hereunder or as a result of the satisfaction in full of all the Obligations (other
than contingent indemnification obligations for which no claim or demand has been made), ceases to be in full force and
effect; or any Borrower or any Subsidiary contests in any manner the validity or enforceability of any Loan Document; or
any Borrower denies that it has any or further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any Loan Document; or
(k)
Change of Control. There occurs any Change of Control.
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SECTION 9.02. Remedies Upon Event of Default.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the
consent of, the Required Lenders, take any or all of the following actions:
(a)
declare the Commitment of each Lender to make Loans to be terminated, whereupon such commitments
and obligation shall be terminated; and
(b)
declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and
all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the
Borrowers;
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower
under the Bankruptcy Code of the United States (or any other applicable Debtor Relief Laws), the obligation of each Lender to
make Loans shall immediately and automatically terminate and the unpaid principal amount of all outstanding Loans and all
interest and other amounts as aforesaid shall immediately and automatically become due and payable, in each case, without
presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers, and without
further act of the Administrative Agent or any Lender.
SECTION 9.03. Application of Funds.
After the exercise of remedies provided for in Section 9.02 (or after the Loans have automatically become
immediately due and payable as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations
shall be applied by the Administrative Agent in the following order:
First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts
(including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than
principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the Lenders and
amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause
Second payable to them;
Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably
among the Lenders in proportion to the respective amounts described in this clause Third held by them;
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Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the
Lenders in proportion to the respective amounts described in this clause Fourth held by them; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full (other than contingent
indemnification obligations for which no claim or demand has been made), to the Company or as otherwise required by
Law.
ARTICLE X
Administrative Agent
SECTION 10.01. Appointment and Authority.
Each of the Lenders hereby irrevocably appoints JPMorgan to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article X are, other than with respect to the Company’s
consent rights in Section 10.06, solely for the benefit of the Administrative Agent and the Lenders, and, except for such consent
rights, no Borrower shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the
use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between contracting parties.
SECTION 10.02. Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender”
or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as
the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend
money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of
business with the Company or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders.
SECTION 10.03. Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in
the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the
foregoing, the Administrative Agent:
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(a)
and is continuing;
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred
(b)
shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative
Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including, for the avoidance
of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(c)
shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the
request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 11.01) or (ii)
in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and
nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice (stating that it is a “notice of default”) describing such Default is given in writing to the Administrative Agent by the
Company or a Lender. The Administrative Agent shall be deemed to have no knowledge of any Lender being a Restricted Lender
unless and until the Administrative Agent shall have received the written notice from such Lender referred to in Section 1.06, and
then only as and to the extent specified in such notice, and any determination of whether the Required Lenders or any other
requisite Lenders shall have provided a consent or direction in connection with this Agreement or any other Loan Document shall
not be affected by any delivery to the Administrative Agent of any such written notice subsequent to such consent or direction
being provided by the Required Lenders or other requisite Lenders.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article
V or elsewhere herein, other than to confirm receipt of items expressly required to be
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delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being
acceptable or satisfactory to the Administrative Agent.
SECTION 10.04. Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet
or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person (whether or not such Person in fact meets the requirements set forth in the Loan Documents
for being the signatory, sender or authenticator thereof). The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to have been made by the proper Person (whether or not such Person in fact meets the
requirements set forth in the Loan Documents for being the maker thereof), and shall not incur any liability for relying thereon. In
determining compliance with any condition under Article V that by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have
received notice to the contrary from such Lender prior to the Restatement Effective Date or the applicable Funding Date, as
applicable. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts.
SECTION 10.05. Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The
Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the
Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection
with the syndication of the credit facility provided for herein as well as activities as Administrative Agent. The Administrative
Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent
jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or
willful misconduct in the selection of such sub-agents.
SECTION 10.06. Resignation of Administrative Agent.
(a)
The Administrative Agent may at any time give notice of its resignation to the Lenders and the Company.
Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Company, and,
at all times other than during the existence of an Event of Default, with the Company’s consent (such consent not to be
unreasonably withheld), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any
such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and
shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation
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(or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring
Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, appoint a successor Administrative Agent
meeting the qualifications set forth above; provided that in no event shall any such successor Administrative Agent be a
Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with
such notice on the Resignation Effective Date.
(b)
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the
definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Company and
such Person remove such Person as Administrative Agent and, in consultation with the Company and, at all times other than
during the existence of an Event of Default, with the Company’s consent (such consent not to be unreasonably withheld), appoint
a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such
removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) With effect from the Resignation Effective Date or the Removal Effective Date, as applicable, (i) the
retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative
Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall
instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative
Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
or removed Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or
other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal
Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Company and such successor. After the retiring or removed Administrative Agent’s
resignation or removal hereunder and under the other Loan Documents, the provisions of this Article X and Section 11.04 shall
continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in
any capacity hereunder or under the other Loan Documents, including in respect of any actions taken in connection with
transferring the agency to any successor Administrative Agent.
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SECTION 10.07. Non-Reliance on Administrative Agent and Other Lenders.
Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any
Arranger or any other Lender or any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related
Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.
SECTION 10.08. No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agents,
documentation agents, co-agents, or book managers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or a Lender hereunder and its rights in respect of indemnities provided for hereunder.
No bookrunner, arranger, syndication agent, documentation agent, co-agent or book manager listed on the cover
page hereof shall have or deemed to have any fiduciary relationship with any Lender.
SECTION 10.09. Administrative Agent May File Proofs of Claim.
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relating to any Borrower, the Administrative Agent (irrespective of whether
the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agent shall have made any demand on any Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise:
(a)
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of
the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.09 and 11.04)
allowed in such judicial proceeding; and
(b)
distribute the same;
to collect and receive any monies or other property payable or deliverable on any such claims and to
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is
hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making
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of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation,
expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09 and 11.04.
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any
such proceeding.
SECTION 10.10. ERISA Matters.
(a)
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party
hereto, for the benefit of the Administrative Agent and each Arranger and their respective Affiliates, and not, for the avoidance of
doubt, to or for the benefit of any Borrower, that at least one of the following is and will be true:
(i)
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by
Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments,
(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain
transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain
transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions
involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving
bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset
managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement,
(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on
behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this
Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and
this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best
knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this
Agreement, or
(iv)
such other representation, warranty and covenant as may be agreed in writing between the Administrative
Agent, in its sole discretion, and such Lender.
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(b)
In addition, unless subclause (i) in the immediately preceding clause (a) is true with respect to a Lender or
such Lender has not provided another representation, warranty and covenant as provided in subclause (iv) in the immediately
preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto,
to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent and each Arranger and their respective Affiliates, and not, for the
avoidance of doubt, to or for the benefit of any Borrower, that:
(i)
none of the Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with
respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto),
(ii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement is independent
(within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or
other person that holds, or has under management or control, total assets of at least $50 million, in each case as described
in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),
(iii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement is capable of
evaluating investment risks independently, both in general and with regard to particular transactions and investment
strategies (including in respect of the Obligations),
(iv)
the Person making the investment decision on behalf of such Lender with respect to the entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement is a fiduciary
under ERISA or the Internal Revenue Code, or both, with respect to the Loans, the Commitments and this Agreement and
is responsible for exercising independent judgment in evaluating the transactions hereunder, and
(v)
no fee or other compensation is being paid directly to the Administrative Agent or any Arranger or any
their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the
Commitments or this Agreement.
(c)
The Administrative Agent and each Arranger hereby informs the Lenders that each such Person is not
undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions
contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or
an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement,
(ii) may recognize a gain if it extended the Loans or the Commitments for an amount less than the amount being paid for an
interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the
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transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement
fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees,
utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees,
processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the
foregoing.
ARTICLE XI
Miscellaneous
SECTION 11.01. Amendments, Etc.
No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any
departure by the Company or Albemarle Germany therefrom, shall be effective unless in writing signed by the Required Lenders,
the Company and Albemarle Germany and acknowledged by the Administrative Agent, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment,
waiver or consent shall:
(a)
extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 9.02) without the written consent of such Lender, it being understood that a waiver of any condition precedent set
forth in Section 5.02 or of an Event of Default or an amendment or waiver of Section 2.06(c) is not considered an increase
in Commitments;
(b)
postpone any date fixed by this Agreement or any other Loan Document for any payment of principal,
interest or fees due to any Lender hereunder or under any other Loan Document without the written consent of such
Lender; provided, however, that only the consent of the Required Lenders shall be necessary to amend or waive Section
2.05(b);
(c)
reduce the principal of, or, subject to Section 3.03, the rate of interest specified herein on, any Loan, or any
fees payable hereunder or under any other Loan Document without the written consent of each Lender entitled to receive
such amount; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate” (or to waive any obligation of the Company or Albemarle Germany to pay interest at the Default Rate)
or to amend or waive Section 2.05(b);
(d)
change Section 2.13 or Section 9.03 in a manner that would alter the pro rata sharing of payments required
thereby, including any such alteration resulting from any change of the definition of “Pro Rata Share”, without the written
consent of each Lender directly affected thereby;
(e)
change any provision of this Section or the percentage set forth in the definition of “Required Lenders”,
“Majority in Interest” or any other provision hereof specifying the number or percentage of Lenders (or Lenders of any
Class) required to
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amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent thereunder
without the written consent of each Lender (or each Lender of such Class, as the case may be); provided that, with the
consent of the Required Lenders, the provisions of this Section and the definitions of the term “Required Lenders” and
“Majority in Interest” may be amended to include references to any new class of commitments or loans created under this
Agreement (or to lenders extending such commitments or loans) on substantially the same basis as the corresponding
references relating to the existing Lenders;
(f)
(g)
change the currency in which any Loan is or may be denominated;
release the Company from its obligations under the Guaranty or consent to the assignment of the
Company’s or Albemarle Germany’s rights and obligations hereunder without the written consent of each Lender; or
(h)
change any provisions of this Agreement in a manner that by its terms adversely affects the rights of
Lenders of any Class differently than the Lenders of any other Class, without the written consent of Lenders representing
a Majority in Interest of the differently adversely affected Class;
provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other
Loan Document and (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects
the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code of the United States
supersedes the unanimous consent provisions set forth herein.
Notwithstanding anything to the contrary herein: (i) the Administrative Agent and the Company may make
amendments contemplated by Sections 2.15 and 3.03(b); (ii) no Defaulting Lender shall have any right to approve or disapprove
any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of
all Lenders or each affected Lender (or all Lenders or each affected Lender of any Class) may be effected with the consent of the
applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of such Defaulting Lender may not be
increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent
of all Lenders or each affected Lender (or all Lenders or each affected Lender of any Class) that by its terms affects such
Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting
Lender; (iii) any amendment, waiver or consent hereunder or under any other Loan Document that by its terms affects the rights
or duties hereunder of the Lenders of one Class (but not the Lenders of the other Class) may be effected by an agreement or
agreements in writing entered into by the Company, Albemarle Germany, the Administrative Agent and the requisite number or
percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class
of Lenders were the only Class of Lenders hereunder at the time; and (iv) the Administrative Agent and the Company may
amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions,
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any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective
without any further consent of any other party to such Loan Document so long as the Lenders shall have received at least five
Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of
the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to
such amendment. The Administrative Agent may, but shall have no obligation to, with the written concurrence of any Lender,
execute amendments, waivers or consents on behalf of such Lender. Any amendment, waiver or consent effected in accordance
with this Section 11.01 shall be binding upon each Person that is at the time thereof a Lender and each Person that subsequently
becomes a Lender.
SECTION 11.02. Notices; Effectiveness; Electronic Communication.
(a)
Notices Generally. Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in Section 11.02(b)), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or
e-mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be
made to the applicable telephone number, as follows:
(i)
if to the Company, Albemarle Germany or the Administrative Agent, to the address, facsimile number, e-
mail address or telephone number specified for such Person on Schedule 11.02; and
(ii)
if to any Lender, to the address, facsimile number, electronic mail address or telephone number specified in
its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender
on its Administrative Questionnaire then in effect for the delivery of notices that may contain MNPI).
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to
have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through
electronic communications to the extent provided in Section 11.02(b) shall be effective as provided in Section 11.02(b).
(b)
Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered
or furnished by electronic communication (including e‑mail, FpML messaging and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant
to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under Article II by
electronic communication. Each of the Administrative Agent, the Company and Albemarle Germany may (in addition to e-mail),
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
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pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the
“return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or
communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be
deemed to have been sent at the opening of business on the next business day for the recipient.
(c)
The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN
OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the
Company, any Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether
in tort, contract or otherwise) arising out of the Company’s, Albemarle Germany’s or the Administrative Agent’s transmission of
Borrower Materials or any other information through the Internet, telecommunications, electronic or other information
transmission systems, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no event shall any Agent Party have any liability to any Borrower, any Lender or
any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)
Change of Address, Etc. Any Borrower and the Administrative Agent may change its address, facsimile or
telephone number or e-mail address for notices and other communications hereunder by notice to the other parties hereto. Each
Lender may change its address, facsimile or telephone number or e-mail address for notices and other communications hereunder
by notice to the Company and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from
time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number,
facsimile number and e-mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to
at all times have selected the “Private Side
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Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal
and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain MNPI.
(e)
Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be
entitled to rely and act upon any notices (including telephonic notices and Loan Notices) purportedly given by or on behalf of any
Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Company shall indemnify the Administrative Agent, each Lender and the Related Parties of each of
them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given
by or on behalf of any Borrower, except to the extent that such losses, costs, expenses or liabilities are determined by a court of
competent jurisdiction by a final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of, or material breach of this Agreement or any other Loan Document by, the Administrative Agent, such Lender or
such Related Party.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by
the Administrative Agent, and each of the parties hereto hereby consents to such recording.
SECTION 11.03. No Waiver; Cumulative Remedies; Enforcement.
No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including
the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document,
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. No waiver of any provision of
any Loan Document or consent to any departure by any Borrower therefrom shall in any event be effective unless the same shall
be permitted by Section 11.01, and then such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement or the
making of any Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any
Lender or any Related Party of any of the foregoing may have had notice or knowledge of such Default at the time.
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to
enforce rights and remedies hereunder and under the other Loan Documents against the Company and Albemarle Germany or
any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, the Administrative Agent in accordance with
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Section 9.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section
11.09 (subject to the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relating to the Company or Albemarle Germany under any Debtor Relief Law;
and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan
Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to
Section 9.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.13,
any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by
the Required Lenders.
SECTION 11.04. Expenses; Indemnity; Damage Waiver.
(a)
Costs and Expenses. The Borrowers shall pay (i) all reasonable out‑of‑pocket expenses incurred by the
Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit facility provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated) and (ii) all out‑of‑pocket expenses incurred by the Administrative Agent or any Lender (including the fees,
charges and disbursements of any counsel for the Administrative Agent or any Lender) in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made hereunder, including all such out‑of‑pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Loans; provided that pursuant to this clause (ii), the Borrowers shall not
be required to reimburse such fees, charges and disbursements of more than one counsel to the Administrative Agent and all the
Lenders, taken as a whole, in each of the United States and Germany and if necessary, one local domestic or foreign counsel in
any other relevant domestic or foreign jurisdiction, to the Administrative Agent and the Lenders, taken as a whole, unless the
representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or potential
conflict of interest, in which case, upon prior written notice to the Company, the Borrowers shall also be required to reimburse
the reasonable fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.
Without limiting obligations of the Company under Article IV hereof, the obligations under this Section 11.04(a) of each
Borrower shall be several, and not joint, with such obligations of the other Borrower.
(b)
Indemnification. The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof) and
each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all Liabilities and related expenses (including the reasonable fees, charges and
disbursements of one counsel to the Indemnitees, taken as a whole, in each of the United States and Germany and if necessary,
one local domestic or foreign counsel in any
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other relevant domestic or foreign jurisdiction, to the Indemnitees, taken as a whole, unless the representation of one or more
Indemnitees by such counsel would be inappropriate due to the existence of an actual or potential conflict of interest, in which
case, upon prior written notice to the Company, the Borrowers shall also be required to reimburse the reasonable fees, charges
and disbursements of one additional counsel to such affected Indemnitees in each relevant jurisdiction), actually incurred by any
Indemnitee or asserted against any Indemnitee by any Person (including any Borrower) arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated
hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent
thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or the use
or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the
Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower, and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available
to the extent that such Liabilities or related expenses (x) are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of
its Related Indemnitees, (y) result from a claim brought by any Borrower against such Indemnitee for material breach of such
Indemnitee’s (or any of its Related Indemnitee’s) obligations hereunder or under any other Loan Document, if such Borrower has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z)
arise solely from a dispute among the Indemnitees (except when and to the extent that one of the Indemnitees party to such
dispute was acting in its capacity or in fulfilling its role as Administrative Agent, Arranger or any similar role under this
Agreement or any other Loan Document) that does not involve any act or omission of the Company or any of its Affiliates. The
Borrowers shall not be liable for any settlement entered into by an Indemnitee without the prior written consent of the Company
(such consent shall not be unreasonably withheld, delayed or conditioned), but if settled with the Company’s written consent, or
if there is a final and nonappealable judgment by a court of competent jurisdiction in any such claim, litigation, investigation or
proceeding, the Borrowers agree to indemnify and hold harmless each Indemnitee in the manner and to the extent set forth above;
provided that the Company shall be deemed to have consented to any such settlement unless the Company shall object thereto by
written notice to the applicable Indemnitee within 10 Business Days after having received written notice thereof. Without limiting
the provisions of Section 3.01(c), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that represent
Liabilities arising from any non-Tax claim. Without limiting obligations of the Company under Article IV hereof, the obligations
under this Section 11.04(b) of each Borrower shall be several, and not joint, with such obligations of the other Borrower.
(c)
Reimbursement by Lenders. To the extent that any Borrower for any reason fails to indefeasibly pay any
amount required under Section 11.04(a) or 11.04(b) to be paid by it to the Administrative Agent (or any sub-agent thereof) or any
Related Party of the Administrative Agent (or any sub-agent thereof), but without affecting the Borrowers’
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obligations to make such payments, each Lender severally, but not jointly, agrees to pay to the Administrative Agent (or any such
sub-agent) or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Loans and unfunded
Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender);
provided that the unreimbursed expense or indemnified Liabilities or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party acting for
the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this
Section 11.04(c) are subject to the provisions of Section 2.12(d).
(d) Waiver of Consequential Damages, Etc. Without limiting the Borrowers’ indemnification obligations
above, to the fullest extent permitted by applicable Law, no party hereto shall assert, and each other party hereto hereby waives,
any Liabilities against any other party hereto (or any Lender-Related Person), on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of,
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an
Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). The
Borrowers shall not assert, and each Borrower hereby waives, any claim against any Lender-Related Person for any Liabilities
arising from the use by others of any information or other materials (including any personal data) obtained through
telecommunications, electronic or other information transmission systems (including the Internet and the Platform) in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby, other than for direct or
actual damages resulting from the gross negligence, bad faith or willful misconduct of such Lender-Related Person (or its Related
Indemnitees) as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(e)
Payments. All amounts due under this Section 11.04 shall be payable not later than 10 Business Days after
written demand therefor.
(f)
Survival. The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall
survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations.
SECTION 11.05. Concerning Several Liability of the Borrowers.
Notwithstanding any provision to the contrary contained herein or in any other Loan Document but without
limiting obligations of the Company under Article IV hereof, the Obligations of the Borrowers are several and not joint, and
Albemarle Germany shall not be deemed a guarantor or surety of any Obligation of the Company.
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SECTION 11.06. Payments Set Aside.
To the extent that any payment by or on behalf of any Borrower is made to the Administrative Agent or any
Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off
or any part thereof (or the Dollar Equivalent amount thereof) is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender
in its discretion) to be repaid to a trustee, receiver or any other Person, in connection with any proceeding under any Debtor
Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied
shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and
(b) each Lender severally agrees to pay, in the applicable currency, to the Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or paid by the Administrative Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to (i) in the case of any such payment in Dollars, the
greater of (A) the NYFRB Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation and (ii) in the case of any such payment in Euros or any other currency, the greater of (A) the rate
reasonably determined by the Administrative Agent to be the cost to it of funding such amount (which determination will be
conclusive absent manifest error) and (B) a rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation, in each case, plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing. The obligations of the Lenders under clause (b) of the preceding sentence
shall survive the payment in full of the Obligations and the termination of this Agreement.
SECTION 11.07. Successors and Assigns.
(a)
Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall
be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted
hereby, except that neither the Company nor Albemarle Germany may assign or otherwise transfer any of its rights or obligations
hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with
Section 11.07(b), (ii) by way of participation in accordance with Section 11.07(d) or (iii) by way of pledge or assignment of a
security interest subject to the restrictions of Section 11.07(f) (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in
Section 11.07(d), the Indemnitees, Lender-Related Persons and, to the extent expressly contemplated hereby, the sub-agents of
the Administrative Agent and the Related Parties of any of the Administrative Agent and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.
(b)
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of
its rights and obligations under this Agreement and the other
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Loan Documents (including all or a portion of its Commitment of any Class or the Loans of any Class at the time owing to it);
provided that any such assignment shall be subject to the following conditions:
(i)
Minimum Amounts.
(A)
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or
Loans of any Class or contemporaneous assignments to related Approved Funds that equal at least the amount specified in
subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or
an Approved Fund, no minimum amount need be assigned; and
(B)
in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment
or the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as
of the date the Assignment and Assumption (or an agreement incorporating by reference a form of Assignment and
Assumption posted on the Platform) with respect to such assignment is delivered to the Administrative Agent or, if “Trade
Date” is specified in the Assignment and Assumption (or such an agreement), as of the Trade Date, shall not be less than
$5,000,000 (€5,000,000 in the case of Loans denominated in Euros) unless each of the Administrative Agent and, so long
as no Event of Default has occurred and is continuing, the Company otherwise consents (each such consent not to be
unreasonably withheld or delayed);
provided that, notwithstanding anything to the contrary set forth above, the aggregate amount of the Commitment
or the aggregate principal amount of the Loans of the assigning Lender subject to each such assignment shall not
be less than (i) €100,000, in the case of Loans denominated in Euros or (ii) the Dollar Equivalent of €100,000, in
the case of the Commitments or in the case of Loans denominated in Dollars.
(ii)
Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment, it
being understood that this clause (iii) shall not be construed to prohibit the assignment of (w) a proportionate part of all
the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans, (x) a proportionate part of
all the assigning Lender’s rights and obligations in respect of its Commitment without assigning a proportionate part of
the assigning Lender’s Loans, (y) a proportionate part of all the assigning Lender’s rights and obligations in respect of its
Loans without assigning a proportionate part of the assigning Lender’s Commitment and (z) a proportionate part of all the
assigning Lender’s rights and obligations in respect of its Loans made to any Borrower without assigning a proportionate
part of the assigning Lender’s Loans made to the other Borrower.
(iii)
Required Consents. No consent shall be required for any assignment except to the extent required by
subsection (b)(i)(B) of this Section and, in addition:
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(A)
the consent of the Company (such consent not to be unreasonably withheld or delayed; provided that it
shall be reasonable for the Company to withhold consent if such Person does not provide to the Company the information
required under Section 11.15) shall be required unless (1) an Event of Default has occurred and is continuing at the time
of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; and
(B)
the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be
required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with
respect to such Lender.
(iv)
Assignment and Assumption. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption (or an agreement incorporating by reference a form of Assignment
and Assumption posted on the Platform), together with a processing and recordation fee in the amount of $3,500;
provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire and deliver to the Administrative Agent and the Company certification as to exemption
(or reduction) for deduction or withholding of Taxes in accordance with Section 11.15 and shall be subject to the
provisions of such Section.
(v)
No Assignment to Certain Persons. No such assignment shall be made to (A) the Company or any of the
Company’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person that, upon
becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) a natural
person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural
person) or (D) any Person that is part of the public (within the meaning of the Capital Requirements Regulation
(EU/575/2013)).
(vi)
No Assignment Resulting in Additional Indemnified Taxes, etc. Without the written consent of the
Company, no such assignment shall be made to any Person that, on the effective date of such assignment, through its
Lending Offices, (A) is not capable of lending to the Borrowers without the imposition of any additional Taxes that would
require indemnification payments by any of the Borrowers under this Agreement except, to the extent that such assigning
Lender was entitled, at the time of the assignment, to receive additional amounts from the Borrowers with respect to such
Taxes pursuant to Section 3.01 or (B) is not capable of lending at the applicable interest rates.
(vii) Not Less than Two Lenders. No such assignment shall be made if, immediately after giving effect thereto,
there shall be fewer than two Lenders.
(viii) Certain Additional Payments. In connection with any assignment of rights and obligations of any
Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions
thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which
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may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) fund its full pro rata share of all
Loans of the applicable Class. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of
any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of
this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.07(c), from and
after the effective date specified in each Assignment and Assumption (or an agreement incorporating by reference a form of
Assignment and Assumption posted on the Platform), the assignee thereunder shall be a party to this Agreement and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the
effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no
assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such
Lender’s having been a Defaulting Lender. Upon request, each Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this Section 11.07(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 11.07(d).
(c)
Register. (i) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the
Borrowers (and such agency being solely for tax purposes), shall maintain at one of its offices located in the United States a copy
of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for inspection by any Borrower and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.
(ii)
Upon receipt by the Administrative Agent of an Assignment and Assumption (or an agreement
incorporating by reference a form of Assignment and
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Assumption posted on the Platform) executed by an assigning Lender and an assignee, the assignee’s completed
Administrative Questionnaire (unless the assignee shall already be a Lender hereunder) and the processing and
recordation fee referred to above, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such
Assignment and Assumption or so record the information contained therein if the Administrative Agent reasonably
believes that such Assignment and Assumption lacks any written consent required by this Section 11.07 or is otherwise
not in proper form. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this Section 11.07(c)(ii). Each assignee, by its execution and delivery of an Assignment and
Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee
is not a Person made ineligible under Section 11.07(b)(v).
(d)
Participations. Any Lender may at any time, without the consent of, or notice to, any Borrower or the
Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or
trust for, or owned and operated for the primary benefit of a natural person) or the Company or any of the Company’s Affiliates
or Subsidiaries or a Defaulting Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under
this Agreement (including all or a portion of its Commitment or Loans); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance
of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any
participation.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, waiver or consent of or under any provision
of this Agreement and the other Loan Documents; provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment, waiver or consent described in the first proviso to Section
11.01 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01,
3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b) (it
being understood that the documentation required under Section 11.15 shall be delivered to the Lender that sells the participation)
to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.07(b); provided that
such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 11.16 as if it were an assignee under
Section 11.07(b) and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any
participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, unless the
Company consented to the applicable participation. Each Lender that sells a participation agrees, at the Company’s request and
expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 3.06 with respect to any
Participant. To the extent permitted
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by Law, each Participant also shall be entitled to the benefits of Section 11.09 as though it were a Lender; provided that such
Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest
in any Commitment, Loan or other obligations under any Loan Document) to any Person except to the extent that such disclosure
is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as
Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(e)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank or other central banking authority in other applicable jurisdictions;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.
SECTION 11.08. Confidentiality.
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and its and its Affiliates’ respective
Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature
of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any
regulatory authority; (c) to the extent required by applicable Laws or by any subpoena or similar legal process; (d) to any other
party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant (or its Related Parties)
in, or any prospective assignee of or Participant (or its Related Parties) in, any of its rights or obligations under this Agreement or
to any Eligible Assignee (or its Related Parties) invited to become a Lender pursuant to Section 2.01(b) (it being understood that
the Related Parties to whom such disclosure is made be informed of the confidential nature of such Information and instructed to
keep such Information confidential), (ii) any direct or indirect contractual counterparty or prospective counterparty (or its Related
Parties) to any swap, derivative or other transaction relating to obligations of the Company or Albemarle Germany or (iii) any
credit insurance provider relating to the Company or Albemarle Germany and their obligations; (g) with the consent of the
Company; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or
(ii) becomes available to the Administrative Agent or any Lender or
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any of their respective Affiliates on a nonconfidential basis from a source other than the Company; (i) to the National Association
of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to
information about a Lender’s or its Affiliates’ investment portfolio in connection with ratings issued with respect to such Lender
or its Affiliates; or (j) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or
the credit facility provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and
monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder. In addition, the
Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to
market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and
the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the
Commitments and the Loans. For the purposes of this Agreement, “Information” means all information received from the
Company or any Subsidiary relating to the Company, any Subsidiary or their businesses, other than any such information that is
available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Company or any
Subsidiary; provided that, in the case of information received from the Company or a Subsidiary after the Closing Date, such
information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such
Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.
Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include MNPI, (b)
it has developed compliance procedures regarding the use of MNPI and (c) it will handle MNPI in accordance with applicable
Law, including United States Federal and state securities Laws.
Each of the Administrative Agent and the Borrowers agree to keep each COF Rate confidential and not to disclose
it to any other Person, and the Company further agrees to cause its Subsidiaries not to disclose any COF Rate to any other Person,
except that (a) in the event a EURIBOR Borrowing is to bear interest by reference to the Average COF Rate as provided in
Section 3.03, the Administrative Agent shall promptly disclose the COF Rate of each Lender, as communicated by such Lender
to the Administrative Agent, to the Company, and (b) each of the Administrative Agent and the Borrowers may disclose any COF
Rate (i) to any of its Affiliates and any of its or their respective Related Parties or auditors; provided that any such Person to
whom such COF Rate is to be disclosed is informed in writing of its confidential nature and that it may be price-sensitive
information; provided, however, that there shall be no requirement to so inform such Person if, in the opinion of the disclosing
party, it is not practicable to do so under the circumstances, (ii) to any Person to whom information is required to be disclosed in
connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes
if the Person to whom such COF Rate is to be disclosed is informed in writing of its confidential nature and that it may be price-
sensitive information; provided, however, that there shall be no requirement to so inform such Person if, in the opinion of the
disclosing party, it is not practicable to do so under the circumstances, or (iii) to the extent required by applicable Law or by any
subpoena or similar
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legal process. The Administrative Agent and the Borrowers agree to, and the Company shall cause its Subsidiaries to, to the
extent permitted by applicable Law, (x) inform each relevant Lender of the circumstances of any disclosure made pursuant to this
paragraph and (y) notify each relevant Lender upon becoming aware that any information has been disclosed in breach of this
paragraph. No Default or Event of Default shall arise under Section 9.01(c) solely by reason of the failure of the Company or any
Subsidiary to comply with this paragraph.
SECTION 11.09. Set-off.
In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the
continuance of any Event of Default, each Lender and any Affiliate of any Lender is authorized at any time and from time to
time, without prior notice to any Borrower, any such notice being waived by each Borrower to the fullest extent permitted by
Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held by, and other Indebtedness at any time owing by, such Lender or such Affiliate to or for the credit or the account of
any Borrower against any and all Obligations owing to such Lender or such Affiliate hereunder or under any other Loan
Document, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or
owed to a branch or office or Affiliate of such Lender or denominated in a currency different from the branch or office or
Affiliate holding such deposit or obligated on such indebtedness. Each Lender agrees promptly to notify the Company and the
Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.
SECTION 11.10. Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the
“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the
applicable Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment
that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations hereunder.
SECTION 11.11. Counterparts.
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of
which shall constitute an original, but all of which when taken together shall constitute a single contract, and this has the same
effect as if the signature on the counterparts were on a single copy of this agreement.
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SECTION 11.12. Integration; Effectiveness.
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of
the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter,
including the commitments of the Lenders and, if applicable, their Affiliates under any commitment letter or any commitment
advice entered into or provided in connection with the credit facility established hereunder (but do not supersede any other
provisions of any such commitment letter or any fee letter entered into in connection with the credit facility established hereunder
that do not by the terms of such documents terminate upon the effectiveness of this Agreement, all of which provisions shall
remain in full force and effect). In the event of any conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor
of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.
Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither
against nor in favor of any party, but rather in accordance with the fair meaning thereof. Except as provided in Section 5.01, this
Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto.
Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging means (e.g.,
“pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 11.13. Survival of Representations and Warranties.
All representations and warranties made hereunder and in any other Loan Document or other document delivered
pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of
any investigation made by or on behalf of the Administrative Agent, any Lender or any of their respective Affiliates and
notwithstanding that the Administrative Agent, any Lender or any of their respective Affiliates may have had notice or
knowledge of any Default at the time of any Loan, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations for which no claim or
demand has been made).
SECTION 11.14. Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a)
the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal,
invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.14, if and
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to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor
Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only
to the extent not so limited.
SECTION 11.15. Tax Forms.
(a)
(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Administrative Agent and the applicable Borrower, at the time or
times reasonably requested by the Administrative Agent or the applicable Borrower, and at the time or times required by
applicable Law, such properly completed and executed documentation reasonably requested by the Administrative Agent or the
applicable Borrower, or required by applicable Law, as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Administrative Agent or the applicable Borrower,
shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Administrative Agent or the
applicable Borrower, as will enable the Administrative Agent or the applicable Borrower to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Sections 11.15(a)(ii) and 11.15(a)(iii)) shall not be required if in the Lender’s reasonable judgment such completion,
execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice
the legal or commercial position of such Lender. Notwithstanding the foregoing, in the case of an applicable Borrower that, in
each case, is not a U.S. Person, the applicable Lender will not be required to provide documentation pursuant to the requirements
of this Section 11.15(a)(i) unless it has received written notice from such Borrower advising it of the applicable documentation
required to be completed by such Lender and such Lender is legally able to provide such documentation to such Borrower.
(i)
Without limiting the generality of the foregoing, a Lender shall deliver to the Administrative Agent on or
prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the reasonable request of the Administrative Agent), executed copies of IRS Form W-9 or W-8 certifying that such Lender
is exempt from U.S. Federal backup withholding tax.
(ii)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax
imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall
deliver to the Company and the Administrative Agent at the time or times prescribed by Law and at such time or times
reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable Law
(including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation
reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such
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Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the Closing Date.
(b)
If any Lender fails to deliver such forms, then the Administrative Agent or the applicable Borrower shall
withhold amounts required to be withheld by applicable Laws from payments under any Loan Document at the applicable
statutory rate, without reduction. No Borrower shall have any liability under Section 3.01 or otherwise with respect to amounts
withheld by the Administrative Agent pursuant to this Section 11.15(b).
SECTION 11.16. Replacement of Lenders.
If (i) any Lender is a Non-Extending Lender, (ii) any Lender requests compensation under Section 3.04, (iii) any
Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 3.01, (iv) if any Lender is a Defaulting Lender, (v) any Lender (a “Non-Consenting Lender”) does not
consent to a proposed amendment, waiver or consent with respect to any Loan Document that has been approved by the Required
Lenders (or, where applicable, a Majority in Interest of the Lenders of the affected Class) as provided in Section 11.01 but
requires unanimous consent of all Lenders or all Lenders directly affected thereby (or all the Lenders of the affected Class, as
applicable) or (vi) under any other circumstances set forth herein providing that the Company shall have the right to replace a
Lender as a party to this Agreement, then the Company may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 11.07), all of its interests, rights (other than its existing rights to
payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement (or, in the case of any such assignment and
delegation resulting from a failure to provide a consent, all its interests, rights (other than such existing rights) and obligations
under this Agreement as a Lender of a particular Class) and the related Loan Documents to an Eligible Assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
(a)
the Company shall have paid (or caused Albemarle Germany to pay) to the Administrative Agent the
assignment fee specified in Section 11.07(b);
(b)
such Lender shall have received payment of an amount equal to the outstanding principal of its Loans,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Company or Albemarle Germany (in the case of all other amounts);
(c)
in the case of any such assignment resulting from a claim for compensation under Section 3.04 or
payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation
or payments thereafter;
(d)
such assignment does not conflict with applicable Laws; and
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(e)
in the case of any such assignment resulting from a Non-Consenting Lender’s failure to consent to a
proposed amendment, waiver or consent with respect to any Loan Document, the applicable assignee consents to the
proposed amendment, waiver or consent;
provided, further, so long as Sections 11.16(a) through 11.16(e) have been satisfied, the failure by such Lender to execute and
deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and the mandatory assignment
of such Lender’s Commitments and outstanding Loans pursuant to this Section 11.16 shall nevertheless be effective without the
execution by such Lender of an Assignment and Assumption.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply.
SECTION 11.17. USA PATRIOT Act Notice.
Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrowers that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and
record information that identifies each Borrower, which information includes the name and address of each Borrower and other
information that will allow such Lender or the Administrative Agent, as applicable, to identify each Borrower in accordance with
the PATRIOT Act. The Borrowers shall, promptly following a request by the Administrative Agent or any Lender, provide all
documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT
Act.
SECTION 11.18. Governing Law; Jurisdiction; Etc.
(a)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (OTHER THAN THOSE CONFLICT OF LAW RULES
THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION).
(b)
TO
EACH
SUBMISSION
JURISDICTION.
AND
UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF
ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR
OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE
FOREGOING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE
TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE
OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS
AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
IRREVOCABLY
BORROWER
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ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT
OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY BORROWER OR THEIR RESPECTIVE PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION, LITIGATION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS
RELATING HERETO OR THERETO, IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION,
LITIGATION OR PROCEEDING IN ANY SUCH COURT.
(d)
SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02. NOTHING IN THIS AGREEMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW.
SECTION 11.19. Waiver of Right to Trial by Jury.
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.
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SECTION 11.20. Judgment Currency.
If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other
Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day
preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the
Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a
currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following
receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment
Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less
than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such
Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such
Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum
originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case
may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under
applicable law). Without limiting obligations of the Company under Article IV hereof, the obligations under this Section 11.20 of
each Borrower shall be several, and not joint, with such obligations of the other Borrower.
SECTION 11.21. No Advisory or Fiduciary Responsibility.
In connection with all aspects of each transaction contemplated hereby (including in connection with any
amendment, waiver or other modification hereof or of any other Loan Document), each Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by
the Administrative Agent and the Arrangers are arm’s-length commercial transactions between the Borrowers and their Affiliates,
on the one hand, and the Administrative Agent and the Arrangers, on the other hand, (B) each Borrower has consulted its own
legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other
Loan Documents; (ii) (A) each of the Administrative Agent, the Arrangers and the Lenders is and has been acting solely as a
principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an
advisor, agent or fiduciary for the Borrowers or any of their Affiliates, or any other Person and (B) neither the Administrative
Agent nor any Arranger nor any Lender has any obligation to the Borrowers or any of their Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii)
the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of
transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative
Agent nor
114
any Arranger has any obligation to disclose any of such interests to the Borrowers or any of their Affiliates. Each Borrower
agrees that it will not assert any claim against the Administrative Agent, any Arranger, any Lender or any of their respective
Affiliates based on an alleged breach of fiduciary duty by the Administrative Agent, any Arranger, any Lender or any of their
respective Affiliates in connection with this Agreement and the transactions contemplated hereby.
SECTION 11.22. Electronic Execution.
Delivery of an executed counterpart of a signature page of (a) this Agreement, (b) any other Loan Document
and/or (c) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice
delivered pursuant to Section 11.02), certificate, request, statement, disclosure or authorization related to this Agreement, any
other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an
Electronic Signature transmitted by fax, emailed pdf. or any other electronic means that reproduces an image of an actual
executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan
Document or such Ancillary Document, as applicable. The words “execution”, “signed”, “signature”, “delivery”, and words of
like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to
include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by fax, emailed
pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-
based recordkeeping system, as the case may be; provided that nothing herein shall require the Administrative Agent to accept
Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided,
further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature,
the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or
on behalf of any Borrower without further verification thereof and without any obligation to review the appearance or form of
any such Electronic signature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall
be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, each Borrower
hereby (A) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement
of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, and the Borrowers, Electronic
Signatures transmitted by fax, emailed pdf. or any other electronic means that reproduces an image of an actual executed
signature page and/or any electronic images of this Agreement, any other Loan Document and/or any Ancillary Document shall
have the same legal effect, validity and enforceability as any paper original, (B) the Administrative Agent and each of the
Lenders may, at its option, create one or more copies of this Agreement, any other Loan Document and/or any Ancillary
Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such
Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all
purposes and shall have the same legal effect, validity and enforceability as a paper record), (C) waives any argument, defense or
right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any
115
Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such
Ancillary Document, respectively, including with respect to any signature pages thereto and (D) waives any claim against any
Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use
of Electronic Signatures and/or transmissions by fax, emailed pdf. or any other electronic means that reproduces an image of an
actual executed signature page, including any Liabilities arising as a result of the failure of any Borrower to use any available
security measures in connection with the execution, delivery or transmission of any Electronic Signature.
SECTION 11.23. Appointment of Company as Agent; Power of Attorney.
Albemarle Germany hereby appoints the Company to act as its agent for all purposes of this Agreement, the other
Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the
Company may execute such documents and provide such authorizations on behalf of Albemarle Germany as the Company deems
appropriate in its sole discretion and Albemarle Germany shall be obligated by all of the terms of any such document and/or
authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent or a Lender to the
Company shall be deemed delivered to Albemarle Germany and (c) the Administrative Agent or the Lenders may accept, and be
permitted to rely on, any document, authorization, instrument or agreement executed by the Company on behalf of Albemarle
Germany.
SECTION 11.24. Appointment of Agent for Service of Process; Waiver of Immunity.
(a)
Albemarle Germany hereby irrevocably designates, appoints and empowers, for the benefit of the parties
hereto (other than the Borrowers) and the Indemnitees and Lender-Related Persons, the Company as its designee,
appointee and agent to receive, accept and acknowledge for and on behalf of it, and in respect of its property, service of
any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding brought
in connection with or as a result of this Agreement, the other Loan Documents, the Loans made to Albemarle Germany
hereunder and the other transactions contemplated hereby. Such service may be made by mailing or delivering a copy of
such process to Albemarle Germany in care of the Company at its address set forth in Section 11.02, and Albemarle
Germany hereby irrevocably authorizes and directs the Company to accept such service on its behalf. The Company
hereby acknowledges and accepts its designation, appointment and empowerment by Albemarle Germany as its designee,
appointee and agent to receive, accept and acknowledge for and on their behalf of, and in respect of its property, service
of any and all legal process, summons, notices and documents that may be served in any suit, action or proceeding
brought in connection with or as a result of this Agreement, the other Loan Documents, the Loans made to Albemarle
Germany hereunder and the other transactions contemplated hereby.
(b)
In the event Albemarle Germany or any of its property shall have or hereafter acquire, in any jurisdiction
in which any action, proceeding or investigation may at any time be brought in connection with or as a result of this
Agreement, the other
116
Loan Documents, the Loans made to Albemarle Germany hereunder and the other transactions contemplated hereby, any
immunity from jurisdiction, legal proceedings, attachment (whether before or after judgment), execution, judgment or
setoff, Albemarle Germany hereby agrees not to claim, and hereby irrevocably and unconditionally waives, such
immunity.
SECTION 11.25. Acknowledgment and Consent to Bail-In of Affected Financial Institutions.
Solely to the extent any Lender that is an Affected Financial Institution is a party to this Agreement and notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties,
each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)
the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any
such liabilities arising hereunder which may be payable to it by any Lender that is an Affected Financial Institution; and
(b)
the effects of any Bail-In Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in
such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or
otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of
any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)
the variation of the terms of such liability in connection with the exercise of the Write-Down and
Conversion Powers of the applicable Resolution Authority.
[SIGNATURE PAGES FOLLOW]
117
SCHEDULE 2.01
Commitments
Lender
JPMorgan Chase Bank, N.A.
Bank of America, N.A.
HSBC Bank USA, National Association
Mizuho Bank, Ltd.
MUFG Bank, Ltd.
Sumitomo Mitsui Banking Corporation
U.S. Bank National Association
Banco Santander, S.A., New York Branch
Truist Bank
Credit Suisse AG, New York Branch
Goldman Sachs Bank USA
Total
Tranche 2 Commitment
$67,500,000.00
$67,500,000.00
$45,000,000.00
$45,000,000.00
$45,000,000.00
$45,000,000.00
$45,000,000.00
$45,000,000.00
$45,000,000.00
$25,000,000.00
$25,000,000.00
$500,000,000.00
Schedules to Syndicated Facility Agreement
FORM OF LOAN NOTICE
EXHIBIT A
___________, 20__
To: JPMorgan Chase Bank, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to the Syndicated Facility Agreement dated as of August 14, 2019 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Albemarle
Corporation, a Virginia corporation (the “Company”), Albemarle New Holding GmbH, a Gesellschaft mit beschränkter Haftung
incorporated under the laws of the Federal Republic of Germany, the Lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided
in the Credit Agreement.
The undersigned hereby requests (select one):
A borrowing of Loans
1.
2.
3.
4.
5.
6.
The applicable Borrower is [Albemarle Corporation].
1
The date of the Borrowing is ________.
The aggregate principal amount of the requested Loans is [US$][€]__________.
The initial Type of requested Loans is [Base Rate Loans][LIBOR Loans][EURIBOR Loans].
2
The initial Interest Period is ______ [month[s]] .
The Borrowing is to be credited to the applicable Borrower indicated above at [ ], ABA #
3
[ ], Account #[ ], Attention:[ ].
A conversion or continuation of a Borrowing
1
Must be a Business Day.
2
For Eurocurrency Rate Loans only. To be a period permitted under the definition of “Interest Period” in the Credit Agreement.
3
Must be an account reasonably acceptable to the Administrative Agent.
1.
Borrowing to which this request applies:
Principal Amount: [ ]
Type: [ ]
Interest Period : [ ]
4
2. Effective date of this election: [ ]
5
6
3. Resulting Borrowing[s]:
7
Principal Amount : [ ]
Type: [ ]
Interest Period: [ ]
8
9
[ALBEMARLE CORPORATION]
[ALBEMARLE NEW HOLDING GMBH] [ALBEMARLE
CORPORATION, on behalf of ALBEMARLE NEW HOLDING
GMBH],
by
Name:
Title:
4
In the case of a Eurocurrency Rate Borrowing, specify the last day of the current Interest Period therefor.
5
Must be a Business Day.
6
If different options are being elected with respect to different portions of the Borrowing, provide the information required by this
item 3 for each resulting Borrowing.
7
Indicate the principal amount of the resulting Borrowing and the percentage of the Borrowing in item 1 above.
8
Must comply with the Borrowing Minimum/Borrowing Multiple requirements set forth in Section 2.02(a) of the Credit Agreement.
9
Applicable only if the resulting Borrowing is to be a Eurocurrency Rate Borrowing. To be a period permitted under the definition of
“Interest Period” in the Credit Agreement.
FORM OF NOTE
EXHIBIT B
______________, 20__
FOR VALUE RECEIVED, [Albemarle Corporation, a Virginia corporation][ [Albemarle New Holding GmbH, a
Gesellschaft mit beschränkter Haftung incorporated under the laws of the Federal Republic of Germany] (the “Borrower”),
hereby promises to pay to _____________________ (the “Lender”) or its registered assigns, in accordance with the provisions of
the Credit Agreement (as hereinafter defined), the principal amount of each Loan made by the Lender to the Borrower under that
certain Syndicated Facility Agreement, dated as of August 14, 2019 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among the Borrower, [Albemarle New Holding GmbH]
[Albemarle Corporation], the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
The Borrower promises to pay interest on the unpaid principal amount of each Loan made by the Lender to the
Borrower from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as
provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the
account of the Lender in Dollars, in the case of Loans denominated in Dollars, or Euro, in the case of Loans denominated in
Euro, as applicable, and in immediately available funds to the account specified by the Administrative Agent. If any amount is
not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof
until the date of actual payment (and before as well as after judgment) at the Default Rate set forth in the Credit Agreement.
This Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be
prepaid in whole or in part subject to the terms and conditions provided therein. Upon the occurrence and continuation of one or
more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become,
or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Loans made by the Lender shall
be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender
may also attach schedules to this Note and endorse thereon the date, Type, amount, currency and maturity of its Loans and
payments with respect thereto.
The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and
notice of protest, demand, dishonor and non-payment of this Note.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
[NAME OF APPLICABLE BORROWER],
by
Name:
Title:
FORM OF COMPLIANCE CERTIFICATE
EXHIBIT C
The form of this Compliance Certificate has been prepared for convenience only, and is not to affect, or to be
taken into consideration in interpreting, the terms of the Credit Agreement referred to below. The obligations of the
Borrowers under the Credit Agreement are as set forth in the Credit Agreement, and nothing in this Compliance Certificate,
or the form hereof, shall modify such obligations or constitute a waiver of compliance therewith in accordance with the terms
of the Credit Agreement. In the event of any conflict between the terms of this Compliance Certificate and the terms of the
Credit Agreement, the terms of the Credit Agreement shall govern and control, and the terms of this Compliance Certificate
are to be modified accordingly.
Financial Statements Date: ___________, 20__
To: JPMorgan Chase Bank, N.A., as Administrative Agent
Ladies and Gentlemen:
Reference is made to the Syndicated Facility Agreement dated as of August 14, 2019 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Albemarle
Corporation, a Virginia corporation (the “Company”), Albemarle New Holding GmbH, a Gesellschaft mit beschränkter Haftung
incorporated under the laws of the Federal Republic of Germany, the Lenders from time to time party thereto and JPMorgan
Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided
in the Credit Agreement.
The undersigned hereby certifies as of the date hereof that [he/she] is the [ ] of the Company, and that, in [his/her]
capacity as such, [he/she] is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the
Company, and that:
[Use following paragraph 1 for fiscal year-end financial statements:]
[1. The audited consolidated financial statements required by Section 7.01(a) of the Credit Agreement for the
fiscal year of the Company ended as of the above date, together with the report and opinion of an independent registered public
accounting firm required by such Section, have been filed with the SEC and are available on the website of the SEC at
http://www.sec.gov.] [or] [Attached hereto as Schedule 1 are the audited consolidated financial statements required by Section
7.01(a) of the Credit Agreement for the fiscal year of the Company ended as of the above date, together with the report and
opinion of an independent registered public accounting firm required by such Section.]
[Use following paragraph 1 for fiscal quarter-end financial statements:]
[1. The unaudited consolidated financial statements required by Section 7.01(b) of the Credit Agreement for the
fiscal quarter, and the portion of the fiscal year, of the Company
ended as of the above date have been filed with the SEC and are available on the website of the SEC at http://www.sec.gov.] [or]
[Attached hereto as Schedule 1 are the unaudited consolidated financial statements required by Section 7.01(b) of the Credit
Agreement for the fiscal quarter, and the portion of the fiscal year, of the Company ended as of the above date.] Such financial
statements fairly present in all material respects the financial position, results of operations and cash flows of the Consolidated
Group in accordance with GAAP as of the date and for the period covered thereby, subject only to normal year-end audit
adjustments and the absence of footnotes.]
2. [To the best knowledge of the undersigned, no Default or Event of Default exists as of the date hereof.]
[or]
[The following is a list of each existing Default or Event of Default, the nature and extent thereof and the proposed
actions of the Company with respect thereto:]
3. The Financial Covenant analyses and information set forth on Schedule [1][2] attached hereto (i) are true and
accurate on and as of the date hereof and (ii) demonstrate compliance with Section 8.06 of the Credit Agreement.
4. Set forth below is a summary of all material changes in GAAP affecting the consolidated financial statements of
the Company and in the consistent application thereof by the Company occurring during the fiscal quarter of the Company ended
as of the above date, the effect on the Financial Covenant resulting therefrom and a reconciliation between calculation of the
Financial Covenant before and after giving effect to such changes:
[ ]
[signature page follows]
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of __________ ___, ______.
ALBEMARLE CORPORATION
by
Name:
Title:
[Schedule 1
to Compliance Certificate]
Financial statements for the fiscal [year][quarter] of the Company ended as of __________, 20__
[see attached]
to Compliance Certificate
Schedule [1][2]
Computations of Financial Covenant
Financial Statements Date: ___________, 20__
1. Consolidated Leverage Ratio
(a) Consolidated Funded Debt as of such date (without duplication) [(a)(i) + (a)(ii) + (a)
(iii) + (a)(iv) + (a)(v) + (a)(vi) + (a)(vii) + (a)(viii)] minus Unrestricted Cash [(a)(ix)]
(i)
(ii)
all obligations for borrowed money, whether current or long-term (including the
Loans), and all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, including convertible debt instruments
all purchase money indebtedness (including indebtedness and obligations in
respect of conditional sales and title retention arrangements, except for
customary conditional sales and title retention arrangements with suppliers that
are entered into in the ordinary course of business) and all indebtedness and
obligations in respect of the deferred purchase price of property or services
(other than trade accounts payable incurred in the ordinary course of business
and payable on customary trade terms)
(iii)
all contingent obligations and unreimbursed drawings under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments
(iv)
the Attributable Principal Amount of capital leases and Synthetic Leases
(v)
the Attributable Principal Amount of Securitization Transactions
(vi)
all preferred stock and comparable equity interests providing or mandatory
redemption, sinking fund or other like payments prior to 91 days after the latest
Maturity Date currently in effect
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
(vii) Guarantees in respect of Funded Debt of another Person
$[___,___,___]
(viii) any Funded Debt described in clauses (i) through (vii) above of any partnership
or joint venture or other similar entity in which any member of the Consolidated
Group is a general partner or joint venturer, and, as such, has personal liability
for such obligations, but only to the extent there is recourse to such Person for
payment thereof
(ix) Unrestricted Cash: cash and cash equivalents owned at such time by any
member of the Consolidated Group, determined on a consolidated basis in
accordance with GAAP
10
(b) Consolidated Net Income for the period of the four fiscal quarters ending on such date
[(b)(i) [-/+] (b)(ii) – (b)(iii)]
(i)
net income of the Consolidated Group for such period
(ii)
items reported as nonrecurring or unusual in the consolidated financial
statements of the Company and the Consolidated Group and related tax effects
(iii)
to the extent included in the amount determined pursuant to clauses (i) and (ii)
above, the income of any Subsidiary to the extent the payment of such income in
the form of a distribution or repayment of any Indebtedness to the Company or a
Subsidiary is not permitted, whether on account of any Organization Document
restriction, any Contractual Obligation or any Law applicable to such Subsidiary
(c) Consolidated EBITDA for the period of the four fiscal quarters ending on such date
[(c)(i) + (c)(ii) + (c)(iii) + (c)(iv) + (c)(v) + (c)(vi) + (c)(vii) + (c)(viii) + (c)(ix) + (c)(x) +
(c)(xi) - (c)(xii) - (c)(xiii)]
(i)
Consolidated Net Income for such period
11
(ii) Consolidated Interest Charges for such period
(iii)
the provision for federal, state, local and foreign income taxes payable by the
Consolidated Group for such period
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
10
To be included only if such cash and cash equivalents do not appear (and in accordance with GAAP would not be required to appear) as “restricted”
on the consolidated balance sheet of the Consolidated Group prepared as of such time in accordance with GAAP.
11
Items set forth below (other than under in the case of clause (x) below) to be added or deducted, as applicable, to the extent included in
Consolidated Net Income for such period and without duplication.
(iv)
the amount of depreciation and amortization expense for such period
(v)
non-cash expenses for such period (excluding any non-cash expense to the
extent that it represents an accrual of or reserve for cash payments in any future
period)
(vi) non-cash goodwill impairment charges for such period
(vii) any non-cash loss for such period attributable to the mark-to-market adjustments
in the valuation of pension liabilities (to the extent the cash impact resulting
from such loss has not been realized) in accordance with FASB ASC 715
(viii) any fees, expenses or charges for such period (other than depreciation or
amortization expense) related to any Acquisition, Disposition, issuance of equity
interests, other transactions (excluding intercompany transactions) permitted by
Section 8.02 of the Credit Agreement, or the incurrence of Indebtedness not
prohibited by the Credit Agreement (including any refinancing or amendment
thereof) (in each case, whether or not consummated), including, but not limited
to, such fees, expenses or charges related to the Credit Agreement and the other
Loan Documents and any amendment or other modification of the Credit
Agreement or the other Loan Documents
(ix)
(x)
(xi)
any expense for such period to the extent that a corresponding amount is
received during such period in cash by the Company or any of its Subsidiaries
under any agreement providing for indemnification or reimbursement of such
expenses
any expense with respect to liability or casualty events or business interruption
to the extent reimbursed to the Company or any of its Subsidiaries during such
period by third party insurance
the amount of dividends, distributions or other payments (including any ordinary
course dividend, distribution or other payment) that are actually received in cash
(or converted into cash) for such period by a member of the Consolidated Group
from any Person that is not a member of the Consolidated Group or otherwise in
respect of any unconsolidated investment
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
$[___,___,___]
(xii) non-cash income for such period (excluding any non-cash income to the extent
$[___,___,___]
that it represents cash receipts in any future period)
(xiii) any non-cash gains for such period attributable to the mark-to-market
adjustments in the valuation of pension liabilities in accordance with FASB ASC
715
$[___,___,___]
(d) Consolidated Leverage Ratio [(a)/(c)]
[ ]:1.00
FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT D
This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the
“Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Syndicated Facility
Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein
by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee
hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all
of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and equal to the percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the credit facility identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such
sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.
1. Assignor: ______________________________
12
[Assignor [is][is not] a Defaulting Lender. ]
2. Assignee: ______________________________
[and is [a Lender] [an Affiliate/Approved Fund of [identify Lender] ]]
13
3. Borrower(s): Albemarle Corporation and Albemarle New Holding GmbH
12
Select as applicable.
13
Select as applicable.
4. Administrative Agent: JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement
5. Credit Agreement: Syndicated Facility Agreement, dated as of August 14, 2019 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Albemarle Corporation,
Albemarle New Holding GmbH, the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.
6. Assigned Interest:
Facility Assigned
Aggregate Amount of
Commitments/Loans of all
Lenders
Amount of
Commitment/Loans
Assigned
14
Percentage Assigned of
15
Commitments/ Loans
CUSIP
Number
$[ ]
$[ ]
$[ ]
€[ ]
€[ ]
Commitments
Loans denominated
in Dollars and
made to Albemarle
Corporation
Loans denominated
in Dollars and
made to Albemarle
Germany
Loans denominated
in Euro and made
to Albemarle
Corporation
Loans denominated
in Euro and made
to Albemarle
Germany
$[ ]
$[ ]
$[ ]
€[ ]
€[ ]
%
%
%
%
%
14
Must comply with Section 11.07 of the Credit Agreement.
15
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
[7. Trade Date: __________________]
16
Effective Date: __________________, 20__
[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]
16
To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR
[NAME OF ASSIGNOR]
by
Name:
Title:
ASSIGNEE
[NAME OF ASSIGNEE]
by
Name:
Title:
[Consented to and] Accepted:
JPMORGAN CHASE BANK, N.A., as Administrative Agent
17
by
Name:
Title:
[Consented to:]
ALBEMARLE CORPORATION
18
by
Name:
Title:
17
To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.
18
To be added only if the consent of the Company is required by the terms of the Credit Agreement.
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION
1.
Representations and Warranties.
1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the
Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with
respect to (i) any statements, representations or warranties made in or in connection with the Credit Agreement or any other Loan
Document, other than the representations and warranties made by it herein, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Loan Documents, (iii) the financial condition of the Company, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Company,
any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
1.2
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an assignee under Sections 11.07(b)
(iii) and 11.07(b)(v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 11.07(b)(iii) of
the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is
sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the
Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such
type, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 7.01 of the Credit Agreement and such other documents and information as it deems appropriate to make its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has,
independently and without reliance upon the Administrative Agent, any Arranger or any other Lender or any of their Related
Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase the Assigned Interest and (vii) attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.
2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the
Effective Date.
3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of,
the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by fax or electronic transmission (in .pdf or .tif format) shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed
in accordance with, the law of the State of New York.
SUBSIDIARIES OF ALBEMARLE CORPORATION
Exhibit 21.1
NAME
ACI Cyprus, L.L.C.
Albemarle Argentina SRL
Albemarle Brazil Holdings Ltda.
Albemarle Care Fund
Albemarle Catalysts Company B.V.
Albemarle Chemical Canada Ltd.
Albemarle Chemicals (Shanghai) Co., Ltd.
Albemarle Chemicals Ltd.
Albemarle Chemicals Private Limited
Albemarle Chemicals S.A.S.
Albemarle Chemicals South Africa (Proprietary) Limited
Albemarle de Venezuela C.A.
Albemarle Delaware Holdings 1 LLC
Albemarle Delaware Holdings 2 LLC
Albemarle Dutch Holdings B.V.
Albemarle Dutch Holdings 2 B.V.
Albemarle Europe SRL
Albemarle Finance Company B.V.
Albemarle Foundation
Albemarle Germany Gmbh
Albemarle Hilfe GmbH Unterstützungskasse
Albemarle Holdings Company Limited
Albemarle Holdings Limited
Albemarle Hungary Ltd.
Albemarle Italy S.R.L.
Albemarle Japan Corporation
Albemarle Japan Holdings B.V.
Albemarle Knight Lux 1 Holdings Corporation
Albemarle Korea Corporation
Albemarle Limitada
Albemarle Lithium Holding Corporation
Albemarle Lithium Holding GmbH
Albemarle Lithium Pty Ltd
Albemarle Malaysia Sdn Bhd
Albemarle Management (Shanghai) Co., Ltd.
Albemarle Middle East FZE
Albemarle Netherlands B.V.
Albemarle New Holding GmbH
Albemarle Overseas Employment Corporation
Albemarle Quimica LTDA
Albemarle Saudi Trading Company
Albemarle Singapore Pte. Ltd.
Albemarle Spain S.L.
PLACE OF FORMATION
Delaware
Argentina
Brazil
Virginia
Netherlands
Canada
China
Cyprus
India
France
South Africa
Venezuela
Delaware
Delaware
Netherlands
Netherlands
Belgium
Netherlands
Virginia
Germany
Germany
Turks & Caicos Islands
Hong Kong
Hungary
Italy
Japan
Netherlands
Delaware
Korea
Chile
Delaware
Germany
Australia
Malaysia
China
United Arab Emirates
Netherlands
Germany
Virginia
Brazil
Saudi Arabia
Singapore
Spain
NAME
Albemarle (Thailand) Co., Ltd.
Albemarle Taiwan Limited
Albemarle U.S., Inc.
Albemarle Vietnam Limited Liability Company
Albemarle Wodgina Pty Ltd
Dynamit Nobel GmbH
Dynamit Nobel Unterstützungsfonds GmbH
Excalibur Realty Company
Excalibur II Realty Company
Foote Chile Holding Company
Foote Minera e Inversiones Ltda.
Jiangxi Albemarle Lithium Co., Ltd.
Jordan Bromine Company Limited
Knight Lux 1 S.à r.l.
Knight Lux 2 S.à r.l.
MARBL Lithium Operations Pty Ltd
Metalon Environmental Management & Solutions GmbH
PT Albemarle Chemicals Indonesia
Rockwood Holdings, Inc.
Rockwood Lithium India Pvt. Ltd.
Rockwood Lithium Japan K.K.
Rockwood Lithium Korea LLC
Rockwood Lithium (Shanghai) Co., Ltd.
Rockwood Lithium Taiwan Co., Ltd.
Rockwood Specialties GmbH
Rockwood Specialties Group, LLC
Rockwood Specialties LLC
Rockwood Specialties Limited
RT Lithium Limited
RSG Immobilien GmbH
Sales de Magnesio Limitada
Shandong Sinobrom Albemarle Bromine Chemicals Company Limited
Sichuan Guorun New Material Co., Ltd.
PLACE OF FORMATION
Thailand
Taiwan
Delaware
Vietnam
Australia
Germany
Germany
Delaware
Delaware
Delaware
Chile
China
Jordan
Luxembourg
Luxembourg
Australia
Germany
Indonesia
Delaware
India
Japan
South Korea
China
Taiwan
Germany
Delaware
Delaware
United Kingdom
United Kingdom
Germany
Chile
China
China
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 No. 333-234547 and Form S-8 (Nos. 333-150694, 333-
166828, 333-188599 and 333-223167) of Albemarle Corporation of our report dated February 19, 2021 relating to the financial statements and the
effectiveness of internal control over financial reporting, which appears in this Form 10-K.
Exhibit 23.1
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 19, 2021
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, J. Kent Masters, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Albemarle Corporation for the period ended December 31, 2020;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date:
February 19, 2021
/s/ J. KENT MASTERS
J. Kent Masters
Chairman, President and Chief Executive Officer
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Scott A. Tozier, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Albemarle Corporation for the period ended December 31, 2020;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal
control over financial reporting.
Date:
February 19, 2021
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company”) for the period ended December 31, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. Kent Masters, principal executive officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ J. KENT MASTERS
J. Kent Masters
Chairman, President and Chief Executive Officer
February 19, 2021
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of Albemarle Corporation (the “Company”) for the period ended December 31, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Tozier, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ SCOTT A. TOZIER
Scott A. Tozier
Executive Vice President and Chief Financial Officer
February 19, 2021