8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 22, 2016
W. R. GRACE & CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13953 | | 65-0773649 |
(Commission File Number) | | (IRS Employer Identification No.) |
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7500 Grace Drive | | |
Columbia, Maryland | | 21044 |
(Address of Principal Executive Offices) | | (Zip Code) |
(410) 531-4000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
Item 8.01 Other Events
On January 22, 2016, W. R. Grace & Co. (“Grace”) issued a press release announcing the pricing of GCP Applied Technologies Inc.’s, a wholly owned indirect subsidiary of Grace (“GCP”), previously announced issuance and sale of $525 million aggregate principal amount of 9.500% Senior Notes due 2023 (the “Notes”) at an issue price of 100.0%. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the pricing of the Notes, GCP and the guarantors party thereto (the “Guarantors”), entered into a purchase agreement, dated as of January 22, 2016 (the “Purchase Agreement”), with certain initial purchasers named therein. The Purchase Agreement contains customary representations, warranties and agreements by GCP and the Guarantors, including indemnification provisions with respect to disclosure made in connection with the Notes.
The Notes and the related guarantees to be issued in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not be offered or sold absent registration or an applicable exemption from registration requirements.
Forward Looking Statements
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, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, Grace claims the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Like other businesses, Grace is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation: market conditions for debt securities; risks related to foreign operations, especially in emerging regions; the cost and availability of raw materials and energy; the effectiveness of its research and development and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting Grace’s outstanding indebtedness; developments affecting Grace's funded and unfunded pension obligations; its legal and environmental proceedings; uncertainties that may delay or negatively impact the separation transaction or cause the separation transaction to not occur at all; uncertainties related to the company’s ability to realize the anticipated benefits of the separation transaction; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel during the period leading up to and following the separation transaction; costs of compliance with environmental regulation; and those additional factors set forth in Grace's most recent Annual Report on Form 10-K, quarterly report 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. Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on Grace’s forward-looking statements, which speak only as of the date thereof. Grace undertakes no obligation to release any revision to the forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
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Exhibit No. | | Description of Exhibit |
99.1 | | Press Release of W. R. Grace & Co. dated January 22, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
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| W. R. GRACE & CO. |
| (Registrant) |
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| By | /s/ Hudson La Force III |
| | Hudson La Force III |
| | Senior Vice President and |
| | Chief Financial Officer |
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Dated: January 22, 2016 | |
EXHIBITS
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Exhibit No. | | Description of Exhibit |
99.1 | | Press Release of W. R. Grace & Co. dated January 22, 2016. |