W. R. GRACE & CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-09-29: Form 8-K; Period of report 2021-09-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-09-22: Form 8-K; Period of report 2021-09-22; Description 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
- 2021-09-22: Form 8-K; Period of report 2021-09-22; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2021-09-17: Form 8-K; Period of report 2021-09-17; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-09-29 | 8-K | 2021-09-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 29, 2021, William C. Dockman, Senior Vice President and Chief Financial Officer of W. R. Grace & Co. (the “Company”) and Elizabeth C. Brown, Senior Vice President, HR and IT and Chief Human Resources Officer, announced their intention to retire from the Company effective June 30, 2022 for Mr. Dockman and December 31, 2021 for Ms. Brown. | brhc10029434_8k.htm |
| 2021-09-22 | 8-K | 2021-09-22 | 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information set forth under under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03. 5.01 The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01. 5.03 The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.03. | brhc10029147_8k.htm |
| 2021-09-22 | 8-K | 2021-09-22 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 1.02 On September 22, 2021, in connection with the completion of the Merger and the entry into the New Credit Agreement, all outstanding obligations (other than contingent obligations not presently due and owing) under that certain Credit Agreement, dated as of April 3, 2018, and amended June 1, 2021, by and among the Company and each subsidiary of the Company that is a borrower or guarantor thereunder and is a signatory thereto and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and various lenders party thereto (the “Existing Credit Agreement”), were repaid and all commitments under the Existing Credit Agreement were terminated (the “Refinancing”). 2.01 The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01. 2.03 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. 3.01 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. 3.03 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. 5.01 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. 5.02 The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.02. | brhc10029127_8k.htm |
| 2021-09-17 | 8-K | 2021-09-17 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On September 17, 2021, W. R. Grace & Co., a Delaware corporation (“Grace”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and among W. R. Grace Holdings LLC (formerly Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”), Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Grace, pursuant to which Merger Sub will merge with and into Grace (the “Merger”), with Grace surviving the Merger as a wholly owned subsidiary of Parent. 8.01 On September 17, 2021, Grace issued a press release announcing the adoption of the Merger Agreement by its stockholders. | brhc10029052_8k.htm |
| 2021-09-08 | 8-K | 2021-09-07 | 8.01 Other Events | 8.01 As previously disclosed, on April 26, 2021, W. R. Grace & Co., a Delaware corporation (“Grace” or the “Company”), entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”) and a wholly owned subsidiary of Standard Industries Holdings Inc. (“Standard Industries Holdings”), and Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | brhc10028773_8k.htm |
| 2021-09-07 | 8-K | 2021-09-07 | 8.01 Other Events | 8.01 As previously disclosed, on April 26, 2021, W. R. Grace & Co., a Delaware corporation (“Grace” or the “Company”), entered into an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) with W. R. Grace Holdings LLC (fka Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”) and a wholly owned subsidiary of Standard Industries Holdings Inc. (“Standard Industries Holdings”), and Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | brhc10028680_8k.htm |
| 2021-08-17 | 8-K | 2021-08-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On August 16, 2021, the Company and Holdings issued a joint press release (the “Press Release”) announcing (i) the early results of the Exchange Offers and related consent solicitations for any and all of the 2024 Notes and the 2027 Notes and (ii) the expiration of the Grace Issuer’s consent solicitation to amend each Series of Notes, as described in the Offering Memorandum and Consent Solicitation Statement. | brhc10028076_8k.htm |
| 2021-08-02 | 8-K | 2021-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2021, W. R. Grace & Co. issued a press release announcing its financial results for the quarter ended June 30, 2021. | gra-20210802.htm |
| 2021-07-08 | 8-K | 2021-07-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 W. R. Grace & Co. (the “Company”) held its Annual Meeting of Stockholders on July 7, 2021 (the “Annual Meeting”). | gra-20210707.htm |
| 2021-06-01 | 8-K | 2021-06-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On June 1, 2021, Grace-Conn. and Fine Chemical Manufacturing Services LLC, a Delaware limited liability company (“Newco” and together with Grace-Conn., the “Purchasers”), each a wholly owned subsidiary of Grace, completed the previously announced acquisition (the "Acquisition") of the Fine Chemistry Services business (the “FCS Business”) of Albemarle Corporation ("Seller") pursuant a Sale, Purchase and Contribution Agreement, dated as of February 25, 2021 (the “Acquisition Agreement”). 2.03 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. 7.01 On June 1, 2021, Grace issued a press release announcing the closing of the Acquisition, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | gra-20210601.htm |
| 2021-05-07 | 8-K | 2021-05-07 | 8.01 Other Events | 8.01 W. R. Grace & Co. ("Grace") has established Wednesday, July 7, 2021, as the date for its 2021 Annual Meeting of shareholders (the "Annual Meeting"). | gra-20210507.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 2.02 Results of Operations and Financial Condition | 2.02 On May 6, 2021, W. R. Grace & Co. issued a press release announcing its financial results for the quarter ended March 31, 2021. | gra-20210506.htm |
| 2021-04-26 | 8-K | 2021-04-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | nc10023607x3_8k.htm |
| 2021-04-26 | 8-K | 2021-04-26 | 8.01 Other Events | 8.01 On April 26, 2021, W. R. Grace & Co. (“Grace” or the “Company”) issued a press release announcing the entry into a definitive agreement providing for the acquisition of the Company by an affiliate of Standard Industries Holdings Inc. (“Standard Industries”), subject to the terms and conditions contained therein. | nc10023607x1_8k.htm |
| 2021-04-14 | 8-K | 2021-04-14 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein. 8.01 On April 14, 2021, W. R. Grace & Co. (“Grace” or the “Company”) entered into an amendment (the “Amendment”) to a certain letter agreement, dated February 1, 2021, by and among Grace, 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP (collectively, “40 North”). | grace8k20210414.htm |
| 2021-04-01 | 8-K | 2021-04-01 | 8.01 Other Events | 8.01 On April 1, 2021, W. R. Grace & Co. (“Grace”) issued a press release regarding its response to the letter it received on April 1, 2021 from 40 North Management LLC (“40 North”). | grace8k20210401.htm |
| 2021-03-19 | 8-K | 2021-03-19 | 7.01 Regulation FD Disclosure | 7.01 On March 19, 2021, W. R. Grace & Co. ("Grace" or the "Company") issued a press release commenting on the effects that the extreme winter weather that impacted Texas and Louisiana in mid-February of this year had on the Company, its employees, operations, and customers, and updating the Company's first quarter 2021 guidance. | gra-20210319.htm |
| 2021-02-26 | 8-K | 2021-02-25 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 W. R. Grace & Co.-Conn., a Connecticut corporation (“Grace-Conn.”), and Fine Chemical Manufacturing Services LLC, a Delaware limited liability company (“Newco” and together with Grace-Conn., the “Purchasers”), each a wholly owned subsidiary of W. R. Grace & Co. (the “Company”), have agreed to acquire the Fine Chemistry Services business (the “FCS Business”) of Albemarle Corporation (the “Seller”) pursuant a Sale, Purchase and Contribution Agreement, dated as of February 25, 2021 (the “Acquisition Agreement”). 7.01 The following information is furnished pursuant to Item 7.01, “Regulation FD Disclosure.” This information, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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. | gra-20210225.htm |
| 2021-02-09 | 8-K | 2021-02-09 | 2.02 Results of Operations and Financial Condition | 2.02 On February 9, 2021, W. R. Grace & Co. issued a press release announcing its financial results for the quarter and year ended December 31, 2020. | gra-20210209.htm |
| 2021-02-01 | 8-K | 2021-02-01 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein. 8.01 On February 1, 2021, W. R. Grace & Co. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP (collectively, “40 North”). | grace8k20210201.htm |
| 2021-01-15 | 8-K | 2021-01-15 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 The press release attached hereto as Exhibit 99.1 and described in Item 8.01 contains certain information regarding the expected financial position of W. R. Grace & Co. (the “Company”) for the fourth quarter 2020, which information is incorporated herein by reference. 8.01 On January 15, 2021, the Company issued a press release regarding its Board of Directors’ response to the revised proposal that it had received on January 11, 2021 from 40 North Management LLC (“40 North”), one of its shareholders, to acquire all of the outstanding common shares of the Company for $65 per share in cash, subject to certain conditions. | gra-20210115.htm |