SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934



W. R. GRACE & CO.
(Name of the Issuer)



W. R. Grace & Co.
Gibraltar Merger Sub Inc.
Gibraltar Acquisition Holdings LLC
Gibraltar Midco Holdings LLC
Gibraltar Parent Holdings LLC
Standard Industries Inc.
Standard Industries Holdings Inc.
40 North Management LLC
40 North Latitude Fund LP
40 North GP III LLC
40 North Latitude Master Fund Ltd.
David S. Winter
David J. Millstone
 (Names of Persons Filing Statement)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

38388F108
(CUSIP Number of Class of Securities)



W. R. Grace & Co.
 
40 North Management LLC
7500 Grace Drive
Columbia, Maryland 21044
 
9 West 57th Street, 47th Floor
New York, New York 10019
Phone: (410) 531-4000
 
Phone: (212) 821-1600
Attn: Cherée Johnson
 
Attn: Jason Pollack
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to
Wachtell, Lipton, Rosen & Katz
 
Sullivan & Cromwell LLP
51 West 52nd Street
 
125 Broad Street
New York, NY 10019
 
New York, NY 10004
(212) 403-1000
 
(212) 558-4000
Attn: Andrew R. Brownstein, Gregory E. Ostling & Mark A. Stagliano
 
Attn: Matthew G. Hurd & Scott B. Crofton


This statement is filed in connection with (check the appropriate box):

a. ☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. ☐ The filing of a registration statement under the Securities Act of 1933.
c. ☐ A tender offer.
d. ☐ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Calculation of Filing Fee
Maximum aggregate value of transaction*
 
$4,682,571,165
 
Amount of filing fee**
 
$510,869

*
Solely for purposes of calculating the filing fee, the underlying value of the transaction was calculated based upon the sum of: (a) the product of 66,269,318 shares of Grace common stock and the per share merger consideration of $70.00; (b) the product of (i) 680,261 shares of Grace common stock issuable upon exercise of options with an exercise price below the per share merger consideration of $70.00 and (ii) the difference between $70.00 and the weighted average exercise price of such options of $61.63; (c) the product of 273,432 shares of Grace common stock underlying restricted stock units that are not subject to performance vesting and the per share merger consideration of $70.00; and (d) the product of 269,784 shares of Grace common stock underlying performance-based restricted stock units and the per share merger consideration of $70.00.

** In accordance with Section 14(g) of the Securities Exchange Act of 1934, the filing fee was determined by multiplying 0.00010910 by $4,682,571,165.

☒ Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid:
 
$510,869
 
Filing Party:
 
W. R. Grace & Co.
Form or Registration No.:
 
Preliminary Proxy Statement on Schedule 14A and Amendment No. 1
 
Date Filed:
 
May 24, 2021 and June 21, 2021



INTRODUCTION

This Transaction Statement on Schedule 13E-3 (“Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), by (i) W. R. Grace & Co. (“Grace”); (ii) Gibraltar Acquisition Holdings LLC, a Delaware limited liability company (“Parent”); (iii) Gibraltar Merger Sub Inc., a Delaware corporation (“Merger Sub”); (iv) Gibraltar Midco Holdings LLC, a Delaware limited liability company; (v) Gibraltar Parent Holdings LLC, a Delaware limited liability company; (vi) Standard Industries Inc., a Delaware corporation; (vii) Standard Industries Holdings Inc., a Delaware corporation; (viii) 40 North Management LLC, a Delaware limited liability company; (ix) 40 North Latitude Fund LP, a Delaware limited partnership; (x) 40 North GP III LLC, a Delaware limited liability company; (xi) 40 North Latitude Master Fund Ltd., a Limited Company incorporated in the Cayman Islands; (xii) David S. Winter, a U.S. citizen; and (xiii) David J. Millstone, a U.S. citizen (each of (i) through (xiii) a “Filing Person,” and collectively, “Filing Persons”).

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of April 26, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among Grace, Parent and Merger Sub.  Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Grace and the separate corporate existence of Merger Sub will cease, with Grace continuing as the surviving corporation and as a wholly owned subsidiary of Parent (which we refer to as the “merger”).  Upon completion of the merger, each outstanding share of Grace common stock, par value $0.01 per share (the “Grace common stock”) (other than shares of Grace common stock (i) held by Grace as treasury stock, (ii) owned directly or indirectly by Parent, Merger Sub or any other subsidiary of Parent, (iii) owned by any wholly owned subsidiary of Grace or (iv) owned by Grace stockholders who have properly and validly exercised their statutory rights of appraisal in respect of such shares of Grace common stock in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive an amount in cash equal to $70.00, without interest thereon and less any applicable withholding taxes.  As a result of the merger, Grace common stock will no longer be publicly traded and will be delisted from the NYSE.  In addition, Grace common stock will be deregistered under the Exchange Act, and Grace will no longer file periodic reports with the SEC.

Concurrently with the filing of this Transaction Statement, Grace is filing with the SEC a revised proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which Grace’s board of directors is soliciting proxies from the holders of Grace common stock in connection with the merger.  The Proxy Statement is attached hereto as Exhibit (a)(1).  A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.  As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment.  Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

The board of directors of Grace, on behalf of Grace and after considering the factors more fully described in the Proxy Statement, unanimously (i) determined that the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Grace and its stockholders (including unaffiliated security holders); (ii) approved the execution, delivery and performance of the Merger Agreement by Grace and the consummation of the transactions contemplated by the Merger Agreement; and (iii) resolved to recommend that the holders of Grace common stock (including unaffiliated security holders) approve the adoption of the Merger Agreement and the consummation of the transactions contemplated thereby.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement.  The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

While each of the Filing Persons acknowledges that the merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that Grace is “controlled” by any of the Filing Persons or their respective affiliates.

All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.



Item 1.          Summary Term Sheet (Regulation M-A Item 1001)

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

Item 2.          Subject Company Information (Regulation M-A Item 1002)

(a) Name and address.  Grace’s name, and the address and telephone number of its principal executive offices are:

W. R. Grace & Co.

7500 Grace Drive

Columbia, Maryland  21044

(410) 531-4000

(b) Securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers—Who is entitled to vote at the Special Meeting?

The Special Meeting—Record Date; Shares Entitled to Vote; Quorum

Other Important Information Regarding Grace—Security Ownership of Certain Beneficial Owners and Management

(c) Trading market and price.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet

Other Important Information Regarding Grace—Market Price of Common Stock and Dividends

(d) Dividends.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet

Other Important Information Regarding Grace—Market Price of Common Stock and Dividends

Proposal 1:  Adoption of the Merger Agreement—Conduct of Business Pending the Merger

(e) Prior public offerings.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Other Important Information Regarding Grace—Prior Public Offerings

(f) Prior stock purchases.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



Other Important Information Regarding Grace—Certain Transactions in Shares of Grace Common Stock

Other Important Information Regarding the Purchaser Filing Persons

Item 3.          Identity and Background of Filing Person (Regulation M-A Item 1003)

(a) – (b) Name and Address of Each Filing Person; Business and Background of Entities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Parties Involved in the Merger

Other Important Information Regarding Grace—Directors and Executive Officers of Grace

Other Important Information Regarding the Purchaser Filing Persons

Where You Can Find More Information

(c) Business and Background of Natural Persons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Other Important Information Regarding Grace—Directors and Executive Officers of Grace

Other Important Information Regarding Grace—Security Ownership of Certain Beneficial Owners and Management

Other Important Information Regarding the Purchaser Filing Persons

Where You Can Find More Information

Item 4.          Terms of the Transaction (Regulation M-A Item 1004)

(a) Material terms.

(1) Tender offer.  Not applicable.

(2) Merger and Similar Transactions.

(i) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers—When do you expect the Merger to be completed?

Special Factors—Effect of the Merger

Special Factors—Background of the Merger

Special Factors—Closing and Effective Time

Summary Term Sheet—Closing Conditions



Proposal 1:  Adoption of the Merger Agreement—Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

Proposal 1:  Adoption of the Merger Agreement—Closing and Effective Time

Proposal 1:  Adoption of the Merger Agreement—Conditions to the Closing of the Merger

(ii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers—What will I receive if the Merger is completed?

Special Factors—Merger Consideration

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger—Treatment of Company Equity Awards

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

(iii) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Opinion of Goldman Sachs & Co. LLC

Special Factors—Opinion of Moelis & Company LLC

Special Factors—Summary of Certain Discussion Materials Provided by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Management Projections

(iv) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Record Date; Shares Entitled to Vote; Quorum

The Special Meeting—Vote Required; Abstentions and Broker Non-Votes

(v) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



Summary Term Sheet—Merger Consideration

Summary Term Sheet—Interests of Executive Officers and Directors of Grace in the Merger

Special Factors—Merger Consideration

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

(vi) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Special Factors—Accounting Treatment of the Merger

(vii) The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet—Material U.S. Federal Income Tax Consequences of the Merger

Special Factors—Material U.S. Federal Income Tax Consequences of the Merger

(c) Different terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

Special Factors—Merger Consideration

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

 “Special Factors—The Voting Agreement

Special Factors—Financing of the Merger

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

Proposal 2:  The Grace Compensation Proposal

(d) Appraisal rights.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



Summary Term Sheet—Appraisal Rights

“Questions and Answers”

The Special Meeting—Appraisal Rights

Special Factors—Appraisal Rights

Annex D – Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for unaffiliated security holders.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Special Factors—Provisions for Unaffiliated Grace Stockholders

(f) Eligibility for listing or trading.  Not applicable.

Annex A — Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

Item 5.          Past Contacts, Transactions, Negotiations and Agreements (Regulation M-A Item 1005)

(a)(1) – (2) Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Merger Consideration

Special Factors—Background of the Merger

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

Proposal 2:  The Grace Compensation Proposal

Other Important Information Regarding Grace—Certain Transactions in Shares of Grace Common Stock

Other Important Information Regarding the Purchaser Filing Persons

(b) – (c) Significant corporate events; Negotiations or contacts.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Special Factors—The Voting Agreement



Special Factors—Financing of the Merger

Proposal 1:  Adoption of the Merger Agreement

Proposal 2:  The Grace Compensation Proposal

Other Important Information Regarding the Purchaser Filing Persons

Annex A — Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

Voting Agreement, dated as of April 26, 2021, by and between 40 North Latitude Master Fund Ltd. and W. R. Grace & Co.

Limited Guaranty, dated as of April 26, 2021, by and between W. R. Grace & Co. and Standard Industries Holdings Inc.

Letter Agreement, dated as of February 1, 2021, by and between W. R. Grace & Co. and 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP.

Letter Agreement, dated as of February 20, 2019, by and between W. R. Grace & Co. and 40 North Management LLC, 40 North Latitude Feeder Fund LP, 40 North GP III LLC and 40 North Latitude Master Fund Ltd.

Equity Commitment Letter, dated as of April 26, 2021, by and between Gibraltar Acquisition Holdings LLC and Standard Industries Holdings Inc.

Amended and Restated Commitment Letter, dated as of May 17, 2021, by and among JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Citigroup Global Markets Inc., Mizuho Bank, Ltd., HSBC Securities (USA) Inc., HSBC Bank USA, N.A., The Toronto-Dominion Bank, New York Branch, TD Securities USA and Gibraltar Acquisition Holdings LLC.

(e) Agreements involving the subject company’s securities.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Vote Required; Abstentions and Broker Non-Votes

Special Factors—Background of the Merger

Special Factors—The Voting Agreement

Special Factors—Financing

Proposal 1:  Adoption of the Merger Agreement

Other Important Information Regarding Grace—Certain Transactions in Shares of Grace Common Stock

Other Important Information Regarding the Purchaser Filing Persons

Annex A — Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

Voting Agreement, dated as of April 26, 2021, by and between 40 North Latitude Master Fund Ltd. and W. R. Grace & Co.



Limited Guaranty, dated as of April 26, 2021, by and between W. R. Grace & Co. and Standard Industries Holdings Inc.

Letter Agreement, dated as of February 1, 2021, by and between W. R. Grace & Co. and 40 North Management LLC, 40 North GP III LLC, 40 North Latitude Master Fund Ltd. and 40 North Latitude Fund LP.

Letter Agreement, dated as of February 20, 2019, by and between W. R. Grace & Co. and 40 North Management LLC, 40 North Latitude Feeder Fund LP, 40 North GP III LLC and 40 North Latitude Master Fund Ltd.

Equity Commitment Letter, dated as of April 26, 2021, by and between Gibraltar Acquisition Holdings LLC and Standard Industries Holdings Inc.

Amended and Restated Commitment Letter, dated as of May 17, 2021, by and among JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Citigroup Global Markets Inc., Mizuho Bank, Ltd., HSBC Securities (USA) Inc., HSBC Bank USA, N.A., The Toronto-Dominion Bank, New York Branch, TD Securities USA and Gibraltar Acquisition Holdings LLC.

Item 6.          Purposes of the Transaction, and Plans or Proposals (Regulation M-A Item 1006)

(b) Use of securities acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Delisting and Deregistration of Grace Common Stock

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Effect of the Merger

Special Factors—Merger Consideration

Special Factors—Effect on Grace if the Merger Is Not Completed

Special Factors—Plans for Grace After the Merger

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Proposal 1:  Adoption of the Merger Agreement—Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

Proposal 1:  Adoption of the Merger Agreement—Exchange and Payment Procedures

Other Important Information Regarding Grace—Market Price of Common Stock and Dividends

(c)(1) – (8) Plans.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers



The Special Meeting—Delisting and Deregistration of Grace Common Stock

Special Factors—Effect of the Merger

Special Factors—Effect on Grace if the Merger Is Not Completed

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Plans for Grace After the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

Special Factors—Interest of Executive Officers and Directors of Grace in the Merger

Proposal 1:  Adoption of the Merger Agreement—Conduct of Business Pending the Merger

Proposal 1:  Adoption of the Merger Agreement—Efforts to Close the Merger

Proposal 2:  The Grace Compensation Proposal

Other Important Information Regarding Grace—Market Price of Common Stock and Dividends

Annex A— Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

Item 7.          Purposes, Alternatives, Reasons and Effects (Regulation M-A Item 1013)

(a) Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

Special Factors—Effect of the Merger

Special Factors—Merger Consideration

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger



Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Plans for Grace After the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

(b) Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Opinion of Goldman Sachs & Co. LLC

Special Factors—Opinion of Moelis & Company LLC

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

(c) Reasons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Merger Consideration

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Opinion of Goldman Sachs & Co. LLC

Special Factors—Opinion of Moelis & Company LLC

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders



Special Factors—Management Projections

Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

Annex B — Opinion of Goldman Sachs & Co. LLC

Annex C — Opinion of Moelis & Company LLC

(d) Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Delisting and Deregistration of Common Stock

Special Factors—Effect of the Merger

Special Factors—Effect on Grace if the Merger Is not Completed

Special Factors—Merger Consideration

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Plans for Grace After the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

Special Factors—Fees and Expenses

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Special Factors—Financing of the Merger

Special Factors—Material U.S. Federal Income Tax Consequences of the Merger

Special Factors—Accounting Treatment

Proposal 1:  Adoption of the Merger Agreement—Fees and Expenses

Proposal 1:  Adoption of the Merger Agreement—Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws



Proposal 1:  Adoption of the Merger Agreement—Merger Consideration

Proposal 1:  Adoption of the Merger Agreement—Conduct of Business Pending the Merger

Proposal 1:  Adoption of the Merger Agreement—Employee Matters

Proposal 1:  Adoption of the Merger Agreement—Indemnification and Insurance

Other Important Information Regarding Grace—Market Price of Common Stock and Dividends

Annex A — Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

Item 8.          Fairness of the Transaction (Regulation M-A Item 1014)

(a) – (b) Fairness; Factors considered in determining fairness.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

Special Factors—Merger Consideration

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Opinion of Goldman Sachs & Co. LLC

Special Factors—Opinion of Moelis & Company LLC

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Summary of Certain Discussion Materials Provided by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Certain Effects of the Merger for Parent

Annex B — Opinion of Goldman Sachs & Co. LLC

Annex C — Opinion of Moelis & Company LLC



(c) Approval of security holders.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Proposal 1:  Adoption of the Merger Agreement—Grace Stockholders Meeting

Proposal 1:  Adoption of the Merger Agreement—Conditions to the Closing of the Merger

Annex A—Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.

(d) Unaffiliated representative.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Provision for Unaffiliated Grace Stockholders

(e) Approval of directors.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Board of Directors’ Recommendation

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders



Proposal 1:  Adoption of the Merger Agreement—Company Board Recommendation; Company Adverse Recommendation Change

(f) Other offers.

Special Meeting—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Item 9.          Reports, Opinions, Appraisals and Certain Negotiations (Regulation M-A Item 1015)

(a) – (c) Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Opinion of Goldman Sachs & Co. LLC

Special Factors—Opinion of Moelis & Company LLC

Special Factors—Summary of Certain Discussion Materials Provided by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC

Where You Can Find More Information

Annex B—Opinion of Goldman Sachs & Co. LLC

Annex C—Opinion of Moelis & Company LLC

The discussion materials dated April 1, 2021, April 7, 2021 and April 25, 2021, each prepared by Goldman Sachs & Co., LLC and reviewed by the board of directors and management of W. R. Grace & Co., are attached hereto as Exhibits (c)(3) through (c)(5) and incorporated herein by reference.

The discussion materials dated April 7, 2021, April 25, 2021, April 26, 2021 and May 23, 2021, each prepared by Moelis & Company LLC and reviewed by the board of directors and management of W. R. Grace & Co., are attached hereto as Exhibits (c)(6) through (c)(9) and incorporated herein by reference.



The discussion materials dated October 23, 2020 and November 16, 2020, each prepared by Citigroup Global Markets Inc. and provided to the management of 40 North Management LLC, are attached hereto as Exhibits (c)(10) and (c)(11) and incorporated herein by reference.

The discussion materials dated February 24, 2021, jointly prepared by Citigroup Global Markets Inc. and J.P. Morgan Securities LLC and provided to the management of 40 North Management LLC, is attached hereto as Exhibit (c)(12) and incorporated herein by reference.

The discussion materials dated March 23, 2021, prepared by J.P. Morgan Securities LLC and provided to the management of 40 North Management LLC, is attached hereto as Exhibit (c)(13) and incorporated herein by reference.

The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Grace during its regular business hours by any interested equity security holder of Grace or representative who has been so designated in writing.

Item 10.          Source and Amounts of Funds or Other Consideration (Regulation M-A Item 1007)

(a) – (b) Source of funds; Conditions.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet

Special Factors—Financing of the Merger

Proposal 1:  Adoption of the Merger Agreement—Cooperation with Debt Financing

Equity Commitment Letter, dated as of April 26, 2021, by and between Gibraltar Acquisition Holdings LLC and Standard Industries Holdings Inc.

Amended and Restated Commitment Letter, dated as of May 17, 2021, by and among JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Citigroup Global Markets Inc., Mizuho Bank, Ltd., HSBC Securities (USA) Inc., HSBC Bank USA, N.A., The Toronto-Dominion Bank, New York Branch, TD Securities USA and Gibraltar Acquisition Holdings LLC.

(c) Expenses.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

The Special Meeting—Solicitation of Proxies

Special Factors—Fees and Expenses

Proposal 1:  Adoption of the Merger Agreement—Termination of the Merger Agreement

Proposal 1:  Adoption of the Merger Agreement—Termination Fee

Proposal 1:  Adoption of the Merger Agreement—Fees and Expenses



(d) Borrowed funds.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Financing of the Merger—Debt Financing

Proposal 1:  Adoption of the Merger Agreement—Cooperation with Debt Financing

Equity Commitment Letter, dated as of April 26, 2021, by and between Gibraltar Acquisition Holdings LLC and Standard Industries Holdings Inc.

Amended and Restated Commitment Letter, dated as of May 17, 2021, by and among JPMorgan Chase Bank, N.A., BNP Paribas, BNP Paribas Securities Corp., Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Citigroup Global Markets Inc., Mizuho Bank, Ltd., HSBC Securities (USA) Inc., HSBC Bank USA, N.A., The Toronto-Dominion Bank, New York Branch, TD Securities USA and Gibraltar Acquisition Holdings LLC.

Item 11.          Interest in Securities of the Subject Company (Regulation M-A Item 1008)

(a) Securities ownership.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Other Important Information Regarding Grace—Directors and Executive Officers of Grace

Other Important Information Regarding Grace—Security Ownership of Certain Beneficial Owners and Management

Other Important Information Regarding the Purchaser Filing Persons

(b) Securities transactions.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Other Important Information Regarding Grace—Certain Transactions in the Shares of Grace Common Stock

Other Important Information Regarding the Purchaser Filing Persons

Item 12.          The Solicitation or Recommendation (Regulation M-A Item 1012)

(d) Intent to tender or vote in a going-private transaction.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger



Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Intent to Vote in Favor of the Merger

Special Factors—The Voting Agreement

Voting Agreement, dated as of April 26, 2021, by and between 40 North Latitude Master Fund Ltd. and W. R. Grace & Co.

(e) Recommendation of others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Purpose and Reasons of Grace for the Merger

Special Factors—Purpose and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Benefits of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Detriments of the Merger for Grace’s Unaffiliated Stockholders

Special Factors—Intent to Vote in Favor of the Merger

Special Factors—The Voting Agreement

Voting Agreement, dated as of April 26, 2021, by and between 40 North Latitude Master Fund Ltd. and W. R. Grace & Co.

Item 13.          Financial Information (Regulation M-A Item 1010)

(a) Financial statements.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Management Projections

Other Important Information Regarding Grace—Selected Historical Financial Data

Other Important Information Regarding Grace—Book Value Per Share

Where You Can Find More Information



The audited financial statements set forth in Item 8 of W. R. Grace & Co.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the financial statements set forth in Item 1 of W. R. Grace & Co.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 are attached hereto as Exhibits (a)(10) and (a)(11) and are incorporated herein by reference.

(b) Pro forma information.  Not applicable.

Item 14.          Persons/Assets, Retained, Employed, Compensated or Used (Regulation M-A Item 1009)

(a) – (b) Solicitations or recommendations; Employees and corporate assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers

The Special Meeting—Solicitation of Proxies

Special Factors—Background of the Merger

Special Factors—Recommendation of the Board of Directors; Reasons for the Merger; Fairness of the Merger

Special Factors—Fees and Expenses

Proposal 1:  Adoption of the Merger Agreement—Fees and Expenses

Item 15.          Additional Information (Regulation M-A Item 1011)

(b) Golden Parachute Compensation.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers—Why are the stockholders being asked to cast an advisory (non-binding) vote to approve the Compensation Proposal?

The Special Meeting—Purpose of the Special Meeting

Special Factors—Interests of Executive Officers and Directors of Grace in the Merger

Proposal 2:  The Grace Compensation Proposal

(c) Other material information.  The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.          Exhibits (Regulation M-A Item 1016)





































(g) None.



SIGNATURE

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of July 6, 2021.
     
       
 
W. R. GRACE & CO.
       
 
By:
/s/ Cherée Johnson
       
   
Name:
Cherée Johnson
   
Title:
Senior Vice President, General Counsel and   Secretary
       
 
GIBRALTAR MERGER SUB INC.
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President
       
 
GIBRALTAR ACQUISITION HOLDINGS LLC
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President
       
 
GIBRALTAR MIDCO HOLDINGS LLC
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President
       
 
GIBRALTAR PARENT HOLDINGS LLC
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Co-Executive Chairman, Chief Executive Officer & President
       
 
STANDARD INDUSTRIES INC.
       
 
By:
/s/ John Rebele
   
Name:
John Rebele
   
Title:
Executive Vice President and Chief Financial Officer
       


 
STANDARD INDUSTRIES HOLDINGS INC.
       
 
By:
/s/ John Rebele
   
Name:
John Rebele
   
Title:
Executive Vice President and Chief Financial Officer
   
 
40 NORTH MANAGEMENT LLC
       
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal
       
 
40 NORTH LATITUDE FUND LP
       
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal
       
 
40 NORTH GP III LLC
       
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Principal
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Principal
       
 
40 NORTH LATITUDE MASTER FUND LTD.
       
 
By:
/s/ David S. Winter
   
Name:
David S. Winter
   
Title:
Director
       
 
By:
/s/ David J. Millstone
   
Name:
David J. Millstone
   
Title:
Director
       
 
DAVID S. WINTER
       
 
By:
/s/ David S. Winter
       
 
DAVID J. MILLSTONE
       
 
By:
/s/ David J. Millstone
       
       


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