Exhibit 99.3
Albemarle Corporation
Albemarle Wodgina Pty Ltd
OFFERS TO EXCHANGE
$200,000,000 OUTSTANDING FLOATING RATE NOTES DUE 2022
FOR
REGISTERED FLOATING RATE NOTES DUE 2022
AND
$300,000,000 OUTSTANDING 3.450% SENIOR NOTES DUE 2029
FOR
REGISTERED 3.450% SENIOR NOTES DUE 2029
PURSUANT TO THE PROSPECTUS
DATED , 2020
THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON , 2020 UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS IN THE EXCHANGE OFFERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 11:59 p.m., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offers by Albemarle Corporation, a Virginia corporation (“Albemarle”), to exchange all of its issued and outstanding Floating Rate Notes due 2022 (the “2022 Restricted Notes”) for an equivalent principal amount of registered Floating Rate Notes due 2022 (the “2022 Exchange Notes”) and Albemarle Wodgina Pty Ltd, a proprietary limited company incorporated under the laws of Australia and a wholly owned subsidiary of Albemarle (“Wodgina” and together with Albemarle, the “issuers”), to exchange all of its issued and outstanding 3.450% Senior Notes due 2029 (the “2029 Restricted Notes”) for an equivalent principal amount of registered 3.450% Senior Notes due 2029 (the “2029 Exchange Notes”), respectively, upon the terms and subject to the conditions set forth in the prospectus, dated , 2020 (the “Prospectus”), and the related Letter of Transmittal (which together constitute the “exchange offers”). Wodgina’s obligations under the 2029 Restricted Notes are fully and unconditionally on a senior unsecured basis (the “2029 Restricted Notes Guarantee”) by Albemarle, and the 2029 Exchange Notes will be fully and unconditionally guaranteed on a senior unsecured basis (the “2029 Exchange Notes Guarantee” and together with the 2029 Restricted Notes Guarantee, the “2029 Notes Guarantee”) by Albemarle. The 2022 Restricted Notes and the 2029 Restricted Notes are collectively referred to as the “Restricted Notes.” The 2022 Exchange Notes and the 2029 Exchange Notes are collectively referred to as the “Exchange Notes.” All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate.
Enclosed herewith are copies of the following documents:
1. Prospectus, dated , 2020;
2. Letter of Transmittal (together with accompanying IRS FormW-9 and related Guidelines);
3. Letter that may be sent to your clients for whose account you hold Restricted Notes in your name or in the name of your nominee; and
4. Letter that may be sent from your clients to you with such clients’ instruction with regard to the exchange offers (included in item 3 above).
We urge you to contact your clients promptly. Please note that the exchange offers will expire on the Expiration Date unless extended. The exchange offers are not conditioned upon any minimum number of Restricted Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Restricted Notes will represent to Albemarle or Wodgina, as applicable, that:
| • | it is not an affiliate of Albemarle or Wodgina within the meaning of Rule 405 of the Securities Act or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable; |
| • | it is not participating, and it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act; |
| • | if it is a broker-dealer, it has not entered into any arrangement or understanding with Albemarle or Wodgina or any of their affiliates to distribute the Exchange Notes; |
| • | it is acquiring the Exchange Notes in the ordinary course of its business; and |
| • | it is not acting on behalf of any person or entity that could not truthfully make these representations. |
If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers.
If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes.
The enclosed Letter to Clients contains an authorization by the beneficial owners of the Restricted Notes for you to make the foregoing representations.
Albemarle or Wodgina, as applicable, will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent) in connection with the solicitation of tenders of Restricted Notes pursuant to the exchange offers. Albemarle or Wodgina, as applicable, will pay or cause to be paid any transfer taxes payable on the transfer of Restricted Notes to it, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.
Additional copies of the enclosed materials may be obtained from the information agent and exchange agent by calling U.S. Bank National Association at (651)466-7367.
Very truly yours,
ALBEMARLE CORPORATION
ALBEMARLE WODGINA PTY LTD
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