W. R. GRACE & CO. Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
On
The New Credit Agreement provides for (i) a
The obligations and guarantees of the borrowers and guarantors, including those of the Company (referred to together as the "loan parties"), under the New Credit Agreement are secured by a first-priority lien on substantially all of the assets of the loan parties, including the assets of the Company, subject to customary exceptions. Accordingly, the guarantees of the obligations under the New Credit Agreement are effectively senior to any unsecured indebtedness of the loan parties, including the Company, to the extent of the value of the assets securing the guarantees.
The proceeds of borrowings under the New Term Loan Facility and New Revolving Facility are permitted to be used at the Effective Time to pay, directly or indirectly, a portion of the aggregate Merger Consideration and to pay fees and expenses related thereto. The proceeds of the New Term Loan Facility may also be used to consummate the Refinancing (as defined below).
At Parent's election, borrowings under the New Credit Agreement denominated in
The New Credit Agreement includes certain representations and warranties, affirmative and negative covenants and events of default, all of which apply to the Company, that are usual and customary for an agreement of this type.
The foregoing is a summary description of the New Credit Agreement and does not purport to be complete.
Secured Notes Indenture
On
Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.
The description of the effects of the Merger Agreement and the transactions
contemplated by the Merger Agreement do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the full text of
the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K, filed with the
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
On
The Company intends to file with the
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and under Items 1.01, 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.
As a result of the completion of the Merger and at the Effective Time, a change
of control of the Company occurred, Merger Sub has been merged with and into the
Company, with the Company continuing as the
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.02.
In accordance with the terms of the Merger Agreement, and effective as of
immediately prior to the Effective Time, each member of the board of directors
of the Company (the "Board") resigned from the Board. The members of the Board
who voluntarily resigned immediately prior to the Effective Time consist of
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Immediately following the Effective Time, the following individuals became
directors of the Company until the earlier of their death, resignation,
incapacity or removal or until successors are duly elected or appointed and
qualified:
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit Location
2.1 Agreement and Plan of Merger, dated as of Exhibit 2.1 to Form 8-K
April 26, 2021, by and among W. R. Grace (filed 4/26/21) SEC File
& Co., Gibraltar Acquisition Holdings LLC No.: 001-13953
and Gibraltar Merger Sub Inc.
101.INS Inline XBRL Instance Document The instance document does
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because its XBRL tags are
embedded within the Inline
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101.SCH Inline XBRL Taxonomy Extension Schema Filed herewith
101.LAB Inline XBRL Taxonomy Extension Label Filed herewith
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101.PRE Inline XBRL Taxonomy Extension Filed herewith
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104 Cover Page Interactive Data File Filed herewith
(formatted as Inline XBRL and included in
Exhibit 101)
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