OFFER TO PURCHASE

Albemarle Corporation

Offers to Purchase for Cash
Debt Securities as Set forth in the Offer to Purchase dated January 4, 2017

Any and All of the Outstanding Securities Listed Below


Title of Security


CUSIP/ISIN Number


Principal Amount Outstanding

3.000% senior notes due 2019


CUSIP: 012725AB3

ISIN: US012725AB30

$250,000,000

4.500% senior notes due 2020 (the "2020 Notes")


CUSIP: 012725AA5

ISIN: US012725AA56

$350,000,000

Up to the Aggregate Maximum Repurchase Amount
for each of the Outstanding Securities Listed Below


Title of Security


CUSIP/ISIN Number


Principal Amount Outstanding

1.875% senior notes due 2021 (the "2021 Notes")


ISIN: XS1148074518

700,000,000

4.150% senior notes due 2024


CUSIP: 012725AC1

ISIN: US012725AC13

$425,000,000

To view copies of the Offer To Purchase documents please click on the documents below

Offer to Purchase

Letter of Transmittal

Notice of Guaranteed Delivery

Any questions regarding procedures for tendering Securities or requests for additional copies of this Offer to Purchase, the related Letter of Transmittal and the Notice of Guaranteed Delivery should be directed to the Tender and Information Agent.

The Tender and Information Agent for the Offer is:

D.F. King & Co., Inc.

D.F. King & Co., Inc.
48 Wall Street
New York, New York 10005
Attention: Andrew Beck

Banks and Brokers call: (212) 269-5550
Toll-free: (888) 542-7446
London: +44 20 7920 9700
Email: alb@dfking.com

The Tender Agent for the Offer is:

D.F. King & Co., Inc.

By Mail, by Overnight Courier, or by Hand:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005

By Facsimile Transmission
(for Eligible Institutions only):
(212) 709-3328

For Confirmation:

(212) 269-5552

If a Holder has questions about any of the Tender Offers or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent or the Sole Dealer Manager at their respective telephone numbers.

The Sole Dealer Manager for the Tender Offers is:

BofA Merrill Lynch

214 North Tryon Street, 14th Floor
Charlotte, North Carolina 28255
Attn: Liability Management Group
U.S. Toll-Free: (888) 292-0070
Collect: (980) 387-3907
London: +44-20-7996-5420
London Email: DG.LM_EMEA@BAML.COM