The settlement date for the Exchange Offers (the “Settlement Date”) will be promptly after the Expiration Date and is expected to be within three business days after the Expiration Date. The Settlement Date is expected to occur concurrently with the consummation of the Merger (as defined in the Offering Memorandum and Consent Solicitation Statement (as defined below)), which is a condition for the consummation of the Exchange Offers and Consent Solicitations. As such, the Expiration Date is expected to be extended to correspond to the timing of the consummation of the Merger.
As of
Title of Series/ CUSIP Number of Existing Grace Notes | Aggregate Principal Amount Outstanding | Existing Grace Notes Tendered at | |||||
Principal Amount | Percentage | ||||||
5.625% Notes due 2024 / 383909AF5 and U38246AB7 | 99.58% | ||||||
4.875% Notes due 2027 / 383909AG3 and U38246AC5 | 97.02% |
Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated
Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Holdings may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Holdings with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.
In addition, the Exchange Offers and Indenture Amendments effected by the Consent Solicitations are conditioned upon the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of
Holdings, in its sole discretion, may modify or terminate the Exchange Offers and may extend the Expiration Date (as defined herein) or any payment date with respect to the Exchange Offers, subject to applicable law. Any such modification, termination or extension by Holdings will automatically modify, terminate or extend the corresponding Consent Solicitation, as applicable.
J.P. Morgan and Citigroup are acting as the Dealer Managers in connection with the Exchange Offers and as the Solicitation Agents in connection with the Consent Solicitations. Questions regarding terms and conditions of the Exchange Offers and Consent Solicitations should be directed to J.P. Morgan at Collect: (212) 834-4045 and Toll-Free: (866) 834-4666.
Documents relating to the Exchange Offers and Consent Solicitations are being distributed only to eligible holders of Existing Grace Notes
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.
The New Secured Notes have not been and will not be registered under the Securities Act or any state securities laws. Therefore, the New Secured Notes may not be offered or sold in
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Holdings is a wholly-owned subsidiary of
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Forward-Looking Statements
All statements other than historical facts may be forward-looking statements. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; uncertainties related to the timing of the receipt of required regulatory approvals for the Merger and the possibility that Holdings and Grace may be required to accept conditions that could reduce or eliminate the anticipated benefits of the Merger as a condition to obtaining regulatory approvals or that the required regulatory approvals may not be obtained at all; the failure to obtain Grace stockholder approval of the Merger or the failure to satisfy any of the other conditions to the completion of the Merger; delays in closing, or the failure to close, the Merger for any reason could negatively impact Holdings, Grace or the general market perception of the Merger; risks relating to the financing required to complete the Merger; the effect of the announcement of the Merger on the ability of Grace to retain and hire key personnel and maintain relationships with its customers, vendors and others with whom it does business, or on its operating results and businesses generally; the effects of the Merger on the integration of the Fine Chemistry Services business acquired by Grace from Albemarle Corporation for approximately
These forward-looking statements speak only as of the date of this communication or as of the date they were made, and neither Grace nor Holdings undertakes any obligation to update forward-looking statements. For a more detailed discussion of these factors, also see the information under the captions “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
As for the forward-looking statements that relate to future financial results and other projections, such forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this communication or as of the day they were made. Investors are cautioned not to place undue reliance on these forward-looking statements.
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