W.R. Grace announces early participation results for exchange offers

Chicago, Aug. 16 – W.R. Grace announced the early participation results in its offer to exchange two existing series of notes originally issued by W.R. Grace & Co.-Conn. for up to $1.05 billion principal amount of notes issued by W.R. Grace Holdings LLC, according to a press release.

The exchange offer pertains to the $300 million outstanding 5 5/8% senior notes due 2024 (Cusips: 383909AF5, U38246AB7) and the $750 million outstanding 4 7/8% senior notes due 2027 (Cusips: 383909AG3, U38246AC5).

As of the early tender deadline of 5 p.m. ET on Aug. 16, W.R. Grace had received tenders for $298.47 million, or 99.49%, of the 2024 notes and $719,205,000, or 95.89%, of the 2027 notes.

The company was also soliciting consents to adopt certain proposed amendments to each of the indentures governing the existing notes to eliminate certain of the covenants, restrictive provisions, events of default and guarantee provisions from such indentures.

The company has received the requisite amount of consents and will promptly enter in a supplemental indenture for the existing notes.

The company is offering a total exchange consideration of $1,000 of new notes with the same coupons and the same maturity dates for each $1,000 of the existing notes, plus $1.50 in cash per note.

If noteholders tender their notes after the early tender deadline, they will not be eligible for the total consideration and will only receive $970 of new notes for $1,000 of existing notes and the cash payment.

The rationale for the offer is that W.R. Grace is preparing for the anticipated combination of the two entities.

The exchange offers and consent solicitations are conditioned upon the completion of the other exchange offers and consent solicitations.

The offers are also conditioned upon the consummation of the merger agreement.

The expiration date is 12:01 a.m. ET on Aug. 31.

Settlement is expected to occur concurrently with the consummation of the merger. Settlement is expected to be within three days of the expiration date.

JPMorgan (212 834-4045, 866 834-4666) and Citigroup are the dealer managers for the exchange offers and the solicitation agents for the consent solicitations.

D.F. King & Co., Inc is the information and tender agent for the offer (800 967-4607, 212 269-5550, grace@dfking.com, https://www.dfking.com/grace).

W.R. Grace is a Columbia, Md.-based specialty chemical company.

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