Standard Industries Inc. entered into a definitive agreement to acquire W. R. Grace & Co. (NYSE:GRA) from 40 North Management LLC and Others for $4.7 billion on April 26, 2021. Under the terms of the agreement, Standard Industries will acquire all of the outstanding shares of Grace common stock for $70 per share in cash. Standard Industries will acquire Grace in an all-cash transaction valued at approximately $7 billion, including Grace's pending pharma fine chemistry acquisition. The transaction will be funded through an equity component comprised of the cash on hand, and commitment of $600 million by certain investment funds affiliated with Apollo Global Management. Additionally, a debt commitment letter has been entered into between the buyer and JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Citigroup Global Markets Inc. on behalf of certain entities affiliated with Citi, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch and Deutsche Bank Securities Inc., pursuant to which, a total of $3.9 billion will be obtained, which comprised of $2.5 billion of senior secured term loan B facility, $450 million senior secured revolving credit facility; and $955 million senior unsecured bridge credit facility. Upon completion of the transaction, Grace will become a privately held company and Grace's common stock will no longer be listed on the New York Stock Exchange. Grace will operate as a standalone company within the portfolio of Standard Industries. In case of termination Standard Industries will pay $281 million, and if terminated by W. R. Grace, a fee of $141 million will be paid to Standard Industries.

The closing of the transaction is subject to customary closing conditions, including approval by Grace shareholders, the receipt of certain regulatory approvals, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The transaction has been filed with the European Commission and has set a provisional deadline of July 20, 2021 to approve the transaction. The transaction is not contingent upon the receipt of financing. The Grace Board of Directors unanimously approved and Standard Board of Directors approved the transaction. The Board of Directors, on behalf of Grace, unanimously recommends that shareholders vote “FOR” the adoption of the Merger Agreement. The applicable waiting period under the HSR Act expired on June 9, 2021. As of September 7, 2021, all required regulatory approvals to complete the merger have been received. The special meeting of stockholders to be held on September 17, 2021 for W. R. Grace stockholder to approve the transaction. As of September 17, 2021, shareholders of W. R. Grace & Co approved the transaction. The parties expect the transaction to close in the fourth quarter of 2021. As of September 8, 2021, the transaction is expected to close on September 22, 2021.

Goldman Sachs & Co. LLC and Moelis & Company LLC acted as the financial advisors and also provided opinion from for the merger consideration to be fair from a financial point of view and Andrew R. Brownstein, Gregory E. Ostling and Mark A. Stagliano of Wachtell, Lipton, Rosen & Katz acted as the legal advisor to Grace. Citi and J.P. Morgan are serving as financial advisors and Mehdi Ansari, Heather L. Coleman, Robert W. Downes, Steven L. Holley, Neal McKnight, Michael Rosenthal, Isaac J. Wheeler, Joseph A. Hearn, Joseph C. Shenker, Ivan D. Deutsch, Matthew G. Hurd and Scott B. Crofton of Sullivan & Cromwell LLP is serving as legal counsel to Standard Industries. As part of the transaction, Moelis will receive approximately $28 million in the aggregate based on the information available as of the date of announcement of the merger, $3 million of which was earned in connection with the delivery of Moelis' opinion dated April 26, 2021, in connection with the Board of Directors' consideration of the Merger, regardless of the conclusion reached therein, and the remainder of which is contingent upon completion of the Merger. Pursuant to this engagement letter, Grace has agreed to pay Goldman Sachs a $5 million quarterly fee for financial advisory services from and after the fourth quarter of 2020 of up to an aggregate of $25 million (the “Financial Advisory Fee”). This engagement letter also provides for a transaction fee, based on the information available as of the date of announcement of the Merger, of approximately $48.7 million, all of which is contingent upon consummation of the Merger (the “Transaction Fee”). Any Financial Advisory Fee that Grace has already paid to Goldman Sachs will reduce the subsequent Transaction Fee. MacKenzie Partners, Inc. acted as the information agent to W. R. Grace and will receive a fee of $0.06 million for the services as part of the transaction.

Standard Industries Inc. completed the acquisition of W. R. Grace & Co. (NYSE:GRA) from 40 North Management LLC and Others on September 22, 2021. As of part of acquisition, La Force will continue as Chief Executive Officer until the end of the year when he will join Standard's advisory Board and Bhavesh V. (Bob) Patel, who currently serves as Chief Executive Officer of LyondellBasell, will succeed La Force as Chief Executive Officer of Grace in January 2022. O'Melveny & Myers LLP advised Apollo Global Management on legal aspect in the transaction.