Hello, and welcome to Albemarle Corporation's business update call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question- and- answer session. If you would like to ask a question during this time, simply press Star one on your telephone keypad. If you would like to withdraw your question, again, press Star one. I will now hand it over to Meredith Bandy, Vice President of Investor Relations and Sustainability. Thank you, JL, and welcome everyone to Albemarle's conference call to discuss our announcement confirming a best and final non-binding proposal to acquire Liontown. You'll find the press release and a presentation posted to our website under the investor section at albemarle.com. Joining me on the call today are Kent Masters, Chief Executive Officer, and Scott Tozier, Chief Financial Officer. Eric Norris, President, Energy Storage, is also available for Q&A. We appreciate you joining us on short notice and at this early hour. Our team is split between different locations, and we're balancing time zones, but wanted to speak to you all before the market opens in the U.S. As a reminder, some of the statements made during this call, including our expectations, anticipations, and beliefs regarding the future, constitute forward-looking statements. These may include statements regarding the likelihood and expected timing of the proposed transaction, entering into a definitive agreement, and the benefits of the proposed transaction, including potential financial and operating results, production capacity, volumes, and pricing. Please note the cautionary language about forward-looking statements contained in our press release and presentation, which also applies to this call. Also note, some of the comments today refer to non-GAAP financial measures. Reconciliations can be found in our associated transaction materials. Now I'll turn the call over to Kent. Thank you, Meredith, and thanks to everyone for joining us. I'm excited to talk to you all about our proposed acquisition of Liontown and their world-class spodumene asset at Kathleen Valley. I'll start by taking you through an overview of our announcement, as well as the strategic rationale. Scott will then review the financial benefits and how the proposed transaction fits into our M&A strategy. Finally, we'll take questions as time permits. Pursuing value-enhancing growth is core to Albemarle's strategy. We have clearly defined criteria and disciplined capital allocation priorities that we regularly discuss with our shareholders and our board. For all the reasons we'll go over today, we believe that Liontown is a compelling opportunity. As such, on September 3rd, Albemarle submitted a best-and-final non-binding proposal to acquire Liontown for AUD 3 per share in an all-cash transaction. Following receipt of the proposal, Liontown's board confirmed that it intends to unanimously recommend that its shareholders vote for the transaction. There are several conditions to executing a binding agreement to acquire Liontown. We will enter a period of exclusivity to undertake confirmatory due diligence as part of that process. As a reminder, this is a non-binding proposal. There's no guarantee that Albemarle and Liontown will enter into definitive agreements or complete a transaction. If we reach a binding agreement, we expect to complete the proposed transaction in the first half of 2024, pending Liontown shareholder approval, Australian regulatory approvals, and other closing conditions. Now, if you'll turn to Slide 5, we have consistently outlined and progressed our strategy to deliver long-term shareholder value. The potential acquisition of Liontown advances each pillar of this strategy. First, to grow profitably by partnering with our strategic customers. Liontown has signed five-year offtake agreement with some of our existing customers. We have strong relationships with these customers and tend to continue to partner with them under Liontown's existing contracts. Second, to maximize productivity, we intend to deploy our operating model, the Albemarle Way of Excellence, to deliver significant benefits at the Kathleen Valley project. We are confident this will allow us to realize financial benefits and accretion in this transaction. Third, to invest with discipline. This transaction aligns with our capital allocation priorities, which include investing in high return growth while maintaining our investment-grade credit rating and funding dividend payments to our shareholders. And finally, the transaction advances our sustainability efforts. As a market leader, Albemarle is defining the standards for sustainable lithium production. A few months ago, Albemarle's Salar de Atacama plant in Chile became the first lithium mine in the world to publish an independent audit report under the rigorous social and environmental standards set by IRMA, the Initiative for Responsible Mining Assurance. Liontown shares our values and sustainability excellence and is progressing their own IRMA self-assessment. Through this transaction, we will continue to apply those standards while leveraging the great work they have already done to establish Liontown as a responsible supplier. Turning to Slide 6, I'll outline the terms of the non-binding proposal and the significant value we expect to deliver for shareholders. As I mentioned, the recommended offer is AUD 3 per share in an all-cash transaction, which values Liontown at approximately $4.3 billion.... We expect to generate base case returns significantly above Albemarle's weighted average cost of capital, with the potential to realize operational, logistical, and downstream synergies, leveraging our disciplined operating model. We plan to provide more detail on these synergies pending a definitive transaction. And while delivering these financial benefits to our shareholders, the structure also allows us to maintain a strong balance sheet. Now, on Slide 7, we are primarily acquiring Kathleen Valley, which is a Tier 1 asset with world-class scale and economics and high-grade reserves with a long mine life. Kathleen Valley is an attractive spodumene resource, given its scale, quality, and near-term production and executability. The asset is less than 12 months to first production, due in large measure to Liontown's experienced leadership team and their strong mining experience. Significant volume is expected beginning in 2024 and ramping to an annual run rate of approximately 550,000 tons of spodumene production by 2026, with the potential to reach 700,000 tons by 2030. These incremental volumes accelerate growth and act as a key building block for Albemarle's lithium resource growth strategy. Slide 8 demonstrates the grade and scale of Kathleen Valley compared to other pre-production lithium resources in Western Australia. Generally speaking, higher grade and larger scale assets tend to be lower cost resources. Kathleen Valley is one of the few known world-class resources yet to be developed. Slide 9 shows the geographic proximity of Liontown's assets to Albemarle's existing operation, which creates a significant opportunity to deliver growth and synergies. We also have established logistics and connectivity within Australia, providing accessibility to global markets from this IRA-compliant region. Now, on Slide 10, as part of our broader strategy, we have outlined the key criteria we use to evaluate M&A opportunities. Potential transaction with Liontown checks these boxes. Liontown complements our existing portfolio and further illustrates our disciplined investment approach. I'll now turn it over to Scott to highlight how this transaction delivers value for Albemarle shareholders from a financial perspective. Scott? Thanks, Kent. The proposed acquisition of Liontown provides clear and compelling value to Albemarle shareholders with risk-adjusted value accretion. As a reminder, we target more than 2x our weighted average cost of capital at mid-cycle pricing and a minimum of 1x our WACC at trough pricing. We expect to achieve our hurdle rates at reasonable lithium pricing scenarios, including net tax benefits, considering only limited synergies. We thought it'd be helpful to walk through what lithium prices are needed to achieve our targets. Under the terms of the proposed transaction, we estimate that meeting the 1x WACC base case requires just $15-$20 per kilogram. 2x WACC would require a long-term lithium price in the range of $25-$30 per kilogram, and 3x WACC would require $40-$45 per kilogram, similar to recent market pricing. In short, this is a win-win transaction that delivers an attractive premium for Liontown investors while positioning Albemarle and our shareholders for long-term growth and value creation. Slide 12 demonstrates Albemarle's strong balance sheet and financial flexibility, supporting potential acquisitions and growth investments like Liontown. We expect to finance the transaction with a combination of bonds, prepaid debt, and available cash on hand. Pro forma for this transaction, Albemarle expects to maintain a strong balance sheet with net leverage of approximately 1.2x, and we are committed to our investment-grade credit ratings. Looking ahead on Slide 13, we are working closely with Liontown to reach a binding proposal. We're entering into a period of exclusivity to undertake confirmatory due diligence and negotiate that binding agreement. As is customary with all Australian transactions, an independent expert will then need to conclude that the proposal is in the best interest of Liontown shareholders. We anticipate completing the transaction in the first half of 2024, subject to Liontown shareholder approval, Australian regulatory approvals, and other closing conditions. I'll now turn it back to Kent for some closing remarks. Thanks, Scott. Liontown is an outstanding asset that enables accelerated long-term growth and aligns with Albemarle's M&A strategy. As we've outlined today, the proposed acquisition enhances the scale of our industry-leading energy storage business, expands our strong growth position in Western Australia, where we have significant expertise. It increases our opportunity to meet rapidly growing lithium demand, and it creates significant value for Albemarle shareholders. With that, I'd like to turn the call back over to the operator to begin the Q&A portion. Thank you. Also, please bear in mind that this Q&A session is limited to one question per person. If you have a question, please press Star one on your telephone keypad. If you wish to remove yourself from the queue, simply press Star one again. One moment for your first question. Your first question comes from the line of Josh Spector of UBS. Your line is open. Yeah, hi. Thanks for taking my question. I'd just be curious, so, you know, if this acquisition of Liontown goes through to a binding offer, how does that change your outlook for capital expense, over the next kind of 5-10 years? You previously highlighted what you thought you could do in 2027. Just curious from a resource and a downstream perspective, if this increases or decreases your organic capital spend as a result. Thanks. I don't. Probably doesn't change our perspective overall, but part of this is, I mean, we have five-year offtake agreements. Ultimately, our goal would be to convert this into lithium salts, downstream. So there's probably an investment out there, but I don't think it. If we look at the forecast that we put out there, it doesn't really materially change it. So we've always talked about building out, gaining resources, and building conversion for that, and this is just executing on that strategy. Thank you. Your next question comes from the line of David Deckelbaum of TD Cowen. Your line is open. Thanks, Kent and team, and congrats on the increased bid here. With my question, I just wanted to ask, just maybe just on the last part, how do you see Kathleen Valley sort of fitting into the conversion portfolio that you have currently, or would this be incremental in terms of downstream conversion investments? And are there any limits on or existing agreements that would limit your access to the upstream resource for downstream purposes? Okay. All right. So we'll come back on that last part. I'm not sure I understood that question. But, look, in general, if we're building out assets, and we ramp and as we ramp them up, we hope, you know, that if we go above nameplate, gives us extra capacity, and given the scale of our operations, that we fit some of this into that. But, I think ultimately, we believe that we would need to build conversion for this resource, in time, because of the with. But one, we need to understand the resource completely and due diligence, but-- and they have five years where the volume is more or less committed, but, we'll have time. Ultimately, we would expect to build conversion to the, to accommodate this. Now, whether that is incremental capacity to some of our existing assets or a new conversion asset in a new location is something we'll have to figure out. Thank you. Your next question comes from the line of David Begleiter of Deutsche Bank. Your line is open. Thank you. Good morning, Kent. Kent, back in 2021, Liontown put out a NPV of Kathleen Valley of about AUD 4.2 billion. I know it's about two years old, that NPV analysis and that DFS. Is that still relevant, do you think, or has that changed materially since then? I think the market's changed significantly since then, so we have to look, we have publicly available information like you do. That's what we're working off of, and that's part of the due diligence period. So, that was their analysis, but I do know market prices have changed quite a bit since then. So I think we'll leave it at that. We'll get into due diligence, and we'll figure out how that looks. Kent, I would just add that, David, we've used several different valuation methodologies beyond just what they've done in their DFS. You know, including a net present value analysis on our own, even multiples, you know, discounted cash flow. So we've looked at this seven ways to Sunday, ultimately, to make sure we're being disciplined around how we're investing here. Thank you. Your next question comes from the line of Joel Jackson of BMO Capital Markets. Your line is open. Hi, good morning. So when you talk about some of the pricing that you're assuming to provide, you know, what the take-out multiple is and the leverage, what strikes me is that, you know, and I know what your methodology is for providing lithium forecasts. You don't really want to do that. But you're Albemarle, and this is Liontown. They're a junior developer. Why are you using as a base case, their lithium price forecast from their DFS as what you're showing the street for take-out multiple and for leverage? Now, I appreciate on Slide 11, you're showing different sensitivities. So as part of that question, you know, are you assuming AUD 15,000-AUD 20,000 a ton LCE, excuse me, hydroxide, is, is a floor price of what you're assuming? Because I do find interesting how you're presenting the multiples on this, and maybe you could again put color on what you think the right floor price is. Yeah. So look, we, you as you said, you know we don't forecast the lithium price out there, and nor do we make public how we do these evaluations. So we've given you sensitivities of what would be required to meet basically what we've said publicly, which is, when we do a deal like this at the bottom of the market, we would expect it to cover our cost of capital and 2x at mid-cycle. And we've given you three examples of that, which cover that and basically says it's a pretty good financial investment. So I wouldn't read into it any more than that, other than to say we're investing, in our view, consistent with our strategy, and we've given you some examples of price points around that that have shown up in the marketplace. Thank you. Your next question comes from the line of Kevin McCarthy of Vertical Research Partners. Your line is open. Yes, good morning. Kent, would you comment on the amount of due diligence that you've been able to do to date? How much is on the come? And then related to that, is there a minimum level of synergies that you would anticipate? And if so, what's the amount of those, and where would they come from? Yeah. So look, the due diligence that we've done so far is all outside in. And we think, you know, and given that, we feel pretty good about it. They've gone public with their capital estimates as recently as early in the year. So it's not like we're working off old capital estimates. They're pretty recent. But it is all outside in, and we need to go in and get a better view of that. That's where we are in the process, so we'll see. But the key diligence items for us is on the resource, on the capital, and on the commercial agreements. That's what we feel like we need to really just understand a little bit better. Then synergies are we've included minimal synergies in the base case that we have, but we have upside. Those are everything that you would think of around tax synergies and logistics synergies around our network in Australia. And frankly, one of the things we're getting in this is additional mining resource, right? People and skill sets that we're actively building out our mining capability. And in Western Australia, it's a very tight labor market, so we'd be able to pick up great mining skill sets as with this asset. Thank you. Meredith will now read an online question. Thanks, JL. So we do have a couple of questions from the chat that I wanted to share. So Patrick Cunningham from Citi asked: Liontown has the majority of volumes contracted to 2030. Does this meaningfully change contract exposure to index prices, and are there any discounts within these contracts? So we need to. That's one of the parts of due diligence, is going and understanding those contracts. So we know what they've said publicly, is that they're indexed, and they're indexed to hydroxide prices. And that's and so we need to understand that to be able to answer that question. So, yeah, that, that's to come. Okay, and then one last question from the chat. Michael Sison from Wells Fargo asked: Appreciate your WACC analysis, given different price ratios for lithium. How do those ranges affect your leverage ratios, particularly at the lower end of the range provided, and how much cash do you need to leave on the balance sheet to run the business? I'll take that, Kent. Ultimately, I think at the lower end, you'd probably add, I don't know, 0.1-0.2 turns from a balance sheet perspective, somewhere in that range. Cash, I don't think we. You know, I think we've got reasonable cash on the balance sheet, particularly outside the United States. So I'm not concerned that we'll have to have too much incremental cash in order to support this business. Historically, we've been able to run Albemarle gobally on around AUD 300 million at a minimum of cash available. You know, does this push it up for a little bit of time? Probably, but not dramatically. Thank you. Your next question comes from the line of Arun Viswanathan of RBC Capital Markets. Your line is open. Great. Thanks for taking my question. Could you describe a little bit more about the Kathleen Valley asset? How would you compare it to Wodgina and Greenbushes from a concentration standpoint? And ultimately, you know, you noted that it was 12 months or so from development. So are you sticking to that schedule? When do you expect this to come online? Thanks. Okay. So what again, what we said, we, we need to go do due diligence to really understand that. That's what they've said publicly, so that's-- we kind of, that's kind of our base assumption. Now, we've done synergy sensitivities obviously around that, but, but we've got-- That's why we want to get in and, and do the due diligence, so we really understand that. But, our base case assumption is what they've gone, what they've said publicly. And then we sh- we showed you the resource versus some other assets out there. So the-- it is good concentration, it's great scale, and a and a good jurisdiction, particularly from a mining standpoint. So that's what makes it a world-class asset: the, the quality and the size, and the fact that it's in Western Australia. Again, all of this is all public information that Liontown has reported, and we'll get in and do our work just to confirm all of that. But there's pretty good information on it, given the reporting required for public companies in Australia. But we don't have any information beyond that. Thank you. Your next question comes from the line of Colin Rush of Oppenheimer. Your line is open. You know, can you guys just give us a sense of the negotiating dynamics? You know, obviously, you've raised the price a couple of times here. How competitive is this situation? And, you know, I guess, how aligned are you with the management team? Even with this unanimous, you know, announcement, is there still some friction here with these guys? Okay. Well, that's speculation, I would say. Look, we negotiated to something that they're happy with and we're happy with. And I think if you, you know, look at the valuation, this is a full offer, but it's and you see the returns that are provided to us. And I think it is the synergies and the fact that we can execute and leverage this at scale, and innovate into our business gives us synergies that no one else can bring to this. But we'll see. I think we're aligned, and we're gonna move quickly to close this. So I think they wanna do the transaction, and we wanna do the transaction. But we've got to work through the due diligence and the detail around that. But I think it's our scale and expertise that provides some of those synergies that get us above everybody else. Thank you. Your next question comes from the line of John Roberts of Credit Suisse. Your line is open. Thank you, and good luck with the transaction. Mineral Resources a few days ago sounded optimistic about taking spodumene to 30% concentration. Do you have a view on that? And would Kathleen Valley be a lot more valuable to you if that were possible? Yeah. So I can't comment on what Min Res is saying. And that's, you know, the plan for this is 6% spodumene, as kind of a, as, which is an industry standard. All of our conversion plants are based on that. That's a midstream strategy that is, but it's a new strategy, and it's a possibility, but that's not what we're looking at in this takeover. I mean, we could go to that at some point in the future, but we're based on what their plans, as well as ours, would be based on industry standard, 6% spodumene, and then converting that to salts downstream. Thank you. Your next question comes from the line of Laurence Alexander of Jefferies. Your line is open. Good morning. What would be the incremental CapEx for phase two? Yeah, Laurence, I don't think we know yet. I think that's part of what we need to do to get into when we get into due diligence, is to see how well that is built out in terms of their plans for phase two and, you know, what that increment is. So, from outside any information, it's not clear yet. Your last question comes from the line of Chris Kapsch of Loop Capital Markets. Your line is open. Yeah, good morning. So my question around the analysis where you would earn 2x your weighted average cost of capital on mid-cycle pricing, does that factor in additional capital that might be required for extra conversion capacity? And also, it sounds like the Kathleen Valley DFS assumptions are directionally helpful, but based on your answer to a prior question, are you suggesting the only major difference from today versus then is the spodumene concentrate pricing? Thank you. Yeah. So just to be clear, you know, the return analysis, you know, is based off of these kind of illustrative prices, just to give you a sense of where the, where those, you know, those prices would have to be to get to our, our returns. You know, it's really more indicative as opposed to what the internal estimates are. I'd say on the second part of your question, you know, the key things that are incremental from that DFS are gonna be updating market conditions, the latest information around their capital spend, the latest view around synergies as Kent has looked at. Ultimately, you can see this is, you know, and from a lot of different directions, a very good return for Albemarle shareholders, so. Yeah, if I think, if I understood the gist of your question, so, I mean, we looked at it both ways, but it's if we do a downstream asset, that'll be a separate investment that will have standalone economics around that. And this is really about just the asset and then executing it on the strategy now that they put forward. But our plan would be to convert this to salts at some point. Exactly how we do that, we would have standalone economics, and we would value that as another investment. Thank you. That's all the time we have for questions. I will now pass it back to Kent Masters for closing remarks. Okay. Thank you all for joining us today. We look forward to advancing this process and progressing our long-term growth strategy, maximizing productivity with opportunities for further expansion, and ultimately generating significant value for Albemarle shareholders. Thank you. This concludes today's conference call. Thank you for your participation. You may now disconnect.