W. R. GRACE & CO. (NYSE:GRA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

Sale and Purchase Agreement

On December 14, 2017, W. R. Grace & Co.-Conn. ("Grace-Conn."), a Connecticut corporation and wholly owned direct subsidiary of W. R. Grace & Co. (the "Company"), entered into a Sale and Purchase Agreement (the "Sale and Purchase Agreement") with Albemarle Corporation ("Albemarle"), a Virginia corporation, to which Grace-Conn. would acquire the Polyolefin Catalysts business of Albemarle for a purchase price of $416 million.

to the Sale and Purchase Agreement, the acquired business would include proprietary and custom-manufactured single-site catalysts as well as metallocenes and activators. The acquisition would also include a comprehensive series of Ziegler-Natta catalysts for polyethylene production. Manufacturing operations in Baton Rouge, Louisiana and Yeosu, South Korea would be part of the business acquired. Approximately 175 employees would join the Company's global team in connection with the transaction.

The Company expects the closing under the Sale and Purchase Agreement to take place in the first quarter of 2018. The closing of the transaction is subject to regulatory approvals and other customary closing conditions.

Forward-looking statements

This report and the exhibit hereto 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, 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; succession planning; and markets for securities. For these statements, the Company claims the protections of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, the Company 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 differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the cost and availability of raw materials, energy and transportation; the effectiveness of its research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting the Company’s outstanding indebtedness; developments affecting the Company's funded and unfunded pension obligations; its legal and environmental proceedings; insurance recoveries; 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, including with customers and suppliers; the inability to retain key personnel; natural disasters such as storms and floods; changes in tax laws and regulations; costs of compliance with environmental regulation; and those additional factors set forth in the Company’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 the Company's projections and forward-looking statements, which speak only as of the dates those projections and statements are made.

The following information is furnished to Item 7.01, “Regulation FD Disclosure.”This information, including Exhibit 99.1 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.

On December 14, 2017, the Company issued a press release announcing that the Company entered into the Sale and Purchase Agreement. The press release is furnished as Exhibit 99.1 to this Form 8-K.

(d)Exhibits

Exhibit No.Description of Exhibit

W R GRACE & CO Exhibit
EX-99.1 2 release-acquisition121417.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 Grace NewsMedia RelationsRich BadmingtonT +1 [email protected] RelationsTania AlmondT +1 [email protected] to Acquire Polyolefin Catalysts BusinessInvestor Call Tomorrow,…
To view the full exhibit click here

About W. R. GRACE & CO. (NYSE:GRA)

W.R. Grace & Co. (Grace) is engaged in the production and sale of specialty chemicals and specialty materials. The Company operates in three segments: Grace Catalysts Technologies, Grace Materials Technologies and Grace Construction Products. Its Grace Catalysts Technologies segment produces and sells catalysts and related products and technologies used in refining, petrochemical and other chemical manufacturing applications, including Fluid catalytic cracking catalysts, Hydroprocessing catalysts, and Polyolefin catalysts and catalyst supports. Its Grace Materials Technologies segment produces and sells specialty materials, coatings and sealants and related products used in coatings, consumer, industrial, pharmaceutical, and packaging applications, including engineered materials and packaging products. Its Grace Construction Products segment produces and sells construction chemicals and building materials, such as Specialty construction chemicals and Specialty building materials.