W. R. GRACE & CO. Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on
On
The above description of the Fourth Supplemental Indenture is qualified in its entirety by reference to the Fourth Supplemental Indenture, which is attached hereto as Exhibit 4.1, and incorporated into this Item 1.01 by reference.
Item 7.01. Regulation FD Disclosures.
On
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference herein.
This information that is furnished shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information and exhibit in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
4.1 Fourth Supplemental Indenture, dated as of August 17, 2021 , by and
among W.R. Grace & Co.-Conn and Wilmington Trust, National
Association , as trustee.
99.1 Joint press release, dated August 16, 2021 .
104 Cover Page Interactive Data File (formatted as Inline XBRL and
included in Exhibit 101).
Forward-looking statements
Certain statements contained in this communication may contain 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: 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; succession planning; markets for
securities; the anticipated timing of closing of the Merger and the potential
benefits of the Merger. For these statements, Grace claims the protections of
the safe harbor for forward-looking statements contained in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Grace is subject to risks and uncertainties that could
cause actual results or events to differ materially from its projections or that
could cause 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 matters (including
existing and potential laws and regulations pertaining to climate change, or our
products and services); 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, petrochemicals, and
plastics industries, and shifting consumer preferences; 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; the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement;
the failure to satisfy any of the other conditions to the completion of the
Merger; risks relating to the financing required to complete the Merger; the
effect of the announcement of the Merger on the ability of Grace to retain and
hire key personnel and maintain relationships with its customers, vendors and
others with whom it does business, or on its operating results and businesses
generally; the effects of the Merger on the integration of the Fine Chemistry
Services business acquired by Grace from Albemarle Corporation for approximately
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