W. R. Grace Holdings LLC Announces Intention to Offer $955 Million of Senior Notes

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NEW YORK–(BUSINESS WIRE)–Aug 9, 2021–

W. R. Grace Holdings LLC (“Holdings”), a wholly-owned subsidiary of Standard Industries Holdings Inc. (“Standard”), today announced that, in connection with the anticipated combination (the “Merger”) of Holdings and W. R. Grace & Co. (NYSE: GRA) (“Grace”), Holdings intends, subject to market and other customary conditions, to offer $955 million in aggregate principal amount of senior unsecured notes due 2029 (the “Senior Notes”) in a private offering.

Holdings intends to use the proceeds of the offering to pay a portion of the consideration for the Merger, repay certain outstanding indebtedness of Grace and its subsidiaries and pay related fees and expenses. 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.

View source version on businesswire.com:https://www.businesswire.com/news/home/20210809005374/en/

CONTACT: Standard Investors:

John Gianukakis, Treasurer

212-821-1657

john.gianukakis@standardindustries.comStandard Media:

Beth Kseniak

212-980-7310

Beth.kseniak@standardindustries.com

KEYWORD: UNITED STATES NORTH AMERICA NEW YORK

INDUSTRY KEYWORD: BANKING PROFESSIONAL SERVICES FINANCE

SOURCE: W. R. Grace Holdings LLC

Copyright Business Wire 2021.

PUB: 08/09/2021 07:43 AM/DISC: 08/09/2021 07:43 AM

http://www.businesswire.com/news/home/20210809005374/en

Copyright Business Wire 2021.



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