Grace Announces Proposed Private Offering of Senior Notes

Rhea-AI Summary

W. R. Grace & Co. (NYSE:GRA) announced a proposal to issue $550 million in senior unsecured notes due in 2027. The issuance is intended to redeem a portion of existing senior unsecured notes due in 2021, with remaining funds earmarked for general corporate purposes. The offering is aimed at qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S. There are no assurances regarding the issuance terms or redemption of existing notes, which will not be registered under the Securities Act.

Positive

• Intention to redeem part of existing debt, improving financial flexibility.
• Funds to be used for general corporate purposes, potentially aiding growth.

Negative

• Uncertainty surrounding issuance terms and potential redemption of existing notes.
• Possible dilution of shares if new notes affect existing equity structure.

COLUMBIA, Md., June 12, 2020 (GLOBE NEWSWIRE) -- W. R. Grace & Co. (NYSE:GRA) (“Grace”) announced today that its wholly owned subsidiary, W. R. Grace & Co.-Conn (the “Issuer”), intends to offer $550 million in aggregate principal amount of senior unsecured notes due in 2027 (the “New Notes”), subject to market and other customary conditions. The New Notes will be fully and unconditionally guaranteed by Grace and certain of its existing and future domestic subsidiaries. The New Notes and the related guarantees will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.

The Issuer expects to use the net proceeds from the offering to redeem a portion of its existing 5.125 percent senior unsecured notes due in 2021 (the “Existing 2021 Notes”), with the remainder, if any, to be used for general corporate purposes. The New Notes and the related guarantees have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

There is no assurance that (i) the New Notes will be issued or upon what terms, or (ii) the Existing 2021 Notes will be redeemed.

This news release does not constitute (i) an offer to sell or the solicitation of an offer to buy the New Notes or (ii) a notice of redemption of the Existing 2021 Notes, or an offer to tender for, or purchase, any of the Existing 2021 Notes or any other security. Any offers of the New Notes will be made only by means of a private offering memorandum.

About Grace

Built on talent, technology, and trust, Grace is a leading global specialty chemical company. The company’s two industry-leading business segments—Catalysts Technologies and Materials Technologies—provide innovative products, technologies, and services that enhance the products and processes of our customers around the world. With approximately 4,000 employees, Grace operates and/or sells to customers in over 60 countries.

This announcement contains forward-looking statements, that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, statements regarding: expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; impact of COVID-19 on Grace’s business; competitive positions; growth opportunities for existing products; benefits from new technology; benefits from cost reduction initiatives, plans and objectives; succession planning; and markets for securities. For these statements, Grace claims the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Grace is subject to risks and uncertainties that could cause actual results or events to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results or events to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in areas of active conflicts and in emerging regions; the costs and availability of raw materials, energy and transportation; the effectiveness of Grace's research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace’s outstanding indebtedness; developments affecting Grace's pension obligations; legacy matters (including product, environmental, and other legacy liabilities) relating to past activities of Grace; its legal and environmental proceedings; environmental compliance costs (including existing and potential laws and regulations pertaining to climate change); the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure events; the economics of our customers’ industries, including the petroleum refining industry; public health and safety concerns, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs, and sanctions; the potential effects of cyberattacks; and those additional factors set forth in Grace's most recent Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been filed with the Securities and Exchange Commission and are readily available on the internet at www.sec.gov. Grace's reported results should not be considered as an indication of its future performance. Readers are cautioned not to place undue reliance on Grace's projections and forward-looking statements, which speak only as of the dates those projections and statements are made. Grace undertakes no obligation to release publicly any revisions to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.

Media Relations
Rich Badmington
T +1 410.531.4370
rich.badmington@grace.com

Investor Relations
Jeremy Rohen
+1 410.531.8234
jeremy.rohen@grace.com

FAQ

What is the purpose of the $550 million offering by W. R. Grace & Co. (GRA)?

The offering aims to redeem existing senior unsecured notes due in 2021 and support general corporate purposes.

When are the new notes due in W. R. Grace & Co.'s offering?

The new notes are due in 2027.

Who can buy the new notes offered by W. R. Grace & Co. (GRA)?

The notes are offered to qualified institutional buyers and non-U.S. persons.

What are the risks associated with the new notes offering by GRA?

There is no assurance on the issuance terms or redemption of existing notes, leading to potential financial risks.

How will the proceeds from the GRA offering be utilized?

Proceeds will primarily be used to redeem existing notes, with remaining funds for general corporate purposes.