Item 2.02.  Results of Operations and Financial Condition.
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.
The information in this Item 2.02 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01.  Other Events.
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. Following careful review of 40 North's
revised proposal, the Company's Board of Directors communicated its response to
the proposal in a letter dated January 15, 2021 from Hudson La Force, President
and Chief Executive Officer of the Company, to David Winter and David Millstone
of 40 North.
A copy of the press release announcing the Board's response, including the full
text of the letter delivered to Messrs. Winter and Millstone, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
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, statements regarding
future: 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; and markets for securities. For these
statements, Grace 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. Grace is subject to risks and uncertainties that could cause
actual results or events to differ materially from its projections or that could
cause other 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 costs (including existing and potential
laws and regulations pertaining to climate change)? 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; and those
additional factors set forth in Grace's most recent Annual Report on Form 10-K,
quarterly reports 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. Grace's reported results should not be considered
as an indication of its future performance. Readers are cautioned not to place
undue reliance on Grace's projections and forward-looking statements, which
speak only as of the dates those projections and statements are made. Grace
undertakes no obligation to release publicly any revisions to the projections
and forward-looking statements contained in this report and the exhibit hereto,
or to update them to reflect events or circumstances occurring after the date of
this report.
Item 9.01.  Financial Statements and Exhibits.
(d)      Exhibits

--------------------------------------------------------------------------------


  Exhibit No.                       Description of Exhibit                                 Location
      99.1               Press release issued by W. R. Grace & Co.            Filed herewith
                       dated January 15, 2021
         101.INS       Inline XBRL Instance Document                          The instance document does not
                                                                              appear in the Interactive Data File
                                                                              because its XBRL tags are embedded
                                                                              within the Inline XBRL document.
         101.SCH       Inline XBRL Taxonomy Extension Schema                  Filed herewith
         101.CAL       Inline XBRL Taxonomy Extension Calculation             Filed herewith
                       Linkbase
         101.DEF       Inline XBRL Taxonomy Extension Definition              Filed herewith
                       Linkbase
         101.LAB       Inline XBRL Taxonomy Extension Label Linkbase          Filed herewith
         101.PRE       Inline XBRL Taxonomy Extension Presentation            Filed herewith
                       Linkbase
       104             Cover Page Interactive Data File (formatted as         Filed herewith
                       Inline XBRL and included in Exhibit 101)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses