W. R. Grace Holdings LLC Announces Pricing of $1,155 Million of 5.625% Senior Notes due 2029
11 Août 2021 - 10:34PM
Business Wire
W. R. Grace Holdings LLC (“Holdings”), a wholly-owned subsidiary
of Standard Industries Holdings Inc. (“Standard”), today announced
the pricing of its offering of $1,155 million in aggregate
principal amount of 5.625% Senior Notes due 2029 (the “Senior
Notes”). Subject to customary closing conditions, Holdings
anticipates that the offering of the Senior Notes will be completed
on August 25, 2021. Holdings intends to use the proceeds of the
offering, which will initially be held in escrow, to pay a portion
of the consideration for the anticipated combination (the “Merger”)
of Holdings and W. R. Grace & Co. (NYSE: GRA) (“Grace”), repay
certain outstanding indebtedness of Grace and its subsidiaries and
pay related fees and expenses. There can be no assurance that the
proposed offering of the Senior Notes will be completed.
The offering of the Senior Notes will be made in a private
transaction in reliance upon an exemption from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”), only to persons reasonably believed to be
“qualified institutional buyers” in accordance with Rule 144A under
the Securities Act and to persons outside the United States in
accordance with Regulation S under the Securities Act.
This press release does not and will not constitute an offer to
sell or purchase, or a solicitation of an offer to sell or purchase
with respect to any security. No offer, solicitation, purchase or
sale of the Senior Notes or any other securities will be made in
any jurisdiction in which such an offer, solicitation, or sale
would be unlawful. The Senior Notes and related note guarantees
have not been and will not be registered under the Securities Act
or any state or other jurisdiction’s securities laws, and may not
be offered or sold in the United States to, or for the benefit of,
U.S. persons absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
securities laws of any state or other jurisdiction.
About W. R. Grace Holdings LLC
Holdings is a Delaware limited liability company and was formed
on April 22, 2021 solely for the purpose of engaging in the
transactions contemplated by the Agreement and Plan of Merger,
dated as of April 26, 2021 (as it may be amended from time to time,
the “Merger Agreement”), and has not engaged in any business
activities other than in connection with the transactions
contemplated by the Merger Agreement and arranging of the equity
and debt financing in connection with the Merger.
About Standard
Standard is the parent company of Standard Industries, a
privately-held global industrial company operating in over 80
countries with over 15,000 employees. The Standard ecosystem spans
a broad array of holdings, technologies and investments—including
both public and private companies from early to late-stage—as well
as world-class building materials assets and next-generation solar
solutions. Throughout its 140-year history, Standard has leveraged
its deep industry expertise and vision to create outsize value
across its businesses, which today include operating companies GAF,
BMI, Siplast, GAF Energy, Schiedel and SGI, as well as related
businesses 40 North, a multi-billion-dollar investment platform, 40
North Ventures and Winter Properties.
Forward-Looking Statements
This news release may contain “forward-looking statements”
within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and in the Private Securities Litigation Reform
Act of 1995. Such statements generally include the words
“believes,” “plans,” “intends,” “targets,” “will,” “expects,”
“suggests,” “anticipates,” “outlook,” “continues,” or similar
expressions. Readers are cautioned not to place undue reliance on
these forward-looking statements and any such forward-looking
statements are qualified in their entirety by reference to the
following cautionary statements. All forward-looking statements
speak only as of the date of this news release and are based on
current expectations and involve a number of assumptions, risks and
uncertainties that could cause the actual results to differ
materially from such forward-looking statements. Factors that could
cause actual results or events to differ materially from those
contained in the forward-looking statements include, without
limitation: the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement, the failure to obtain Grace stockholder approval of the
Merger or the failure to satisfy any of the other conditions to the
completion of the Merger and risks relating to the financing
required to complete the Merger and the proposed offering,
including market conditions affecting the proposed offering,
changes in plans or timing relating to the proposed offering,
uncertainty of the magnitude, duration, geographic reach and impact
on the global economy of the COVID-19 pandemic. Holdings and
Standard disclaim any obligation to update or revise any
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210811005864/en/
Standard Investor Contact:
John Gianukakis, Treasurer 212-821-1657
john.gianukakis@standardindustries.com
Standard Media Contact:
Beth Kseniak 212-980-7310
Beth.kseniak@standardindustries.com
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