UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

(Amendment No. 11)*

 

Under the Securities Exchange Act of 1934

 

 

 

W.R. GRACE & CO.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

38388F108

(CUSIP Number)

 

David S. Winter

David J. Millstone

40 North Management LLC

9 West 57th Street, 47th Floor

New York, New York 10019

(212) 821-1600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

COPIES TO:

Robert W. Downes, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

 

April 14, 2021

(Date of Event which Requires Filing of this Statement)

  

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom copies are to be sent.

 

 

  

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

  1.

Names of Reporting Persons

 

40 NORTH MANAGEMENT LLC  

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

AF

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

9,865,008

 

8.

 

Shared Voting Power

 

0

 

9.

 

Sole Dispositive Power

 

9,865,008

 

10.

 

Shared Dispositive Power

 

0

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

IA

  

 

 

  

  1.

Names of Reporting Persons

 

40 NORTH GP III LLC

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

AF

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

9,865,008

 

9.

 

Sole Dispositive Power

 

0

 

10.

 

Shared Dispositive Power

 

9,865,008

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

OO

 

 

 

  

  1.

Names of Reporting Persons

 

40 NORTH LATITUDE MASTER FUND LTD.

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x  
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

WC

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

CAYMAN ISLANDS

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

9,865,008

 

9.

 

Sole Dispositive Power

 

0

 

10.

 

Shared Dispositive Power

 

9,865,008

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

CO

 

 

 

  

  1.

Names of Reporting Persons

 

40 NORTH LATITUDE FUND LP

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

WC

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

DELAWARE

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

9,865,008

 

9.

 

Sole Dispositive Power

 

0

 

10.

 

Shared Dispositive Power

 

9,865,008

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

PN

  

 

 

  

  1.

Names of Reporting Persons

 

DAVID S. WINTER

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

AF

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

UNITED STATES

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

9,865,008

 

9.

 

Sole Dispositive Power

 

0

 

10.

 

Shared Dispositive Power

 

9,865,008

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

IN

  

 

 

  

  1.

Names of Reporting Persons

 

DAVID J. MILLSTONE

     
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) ¨
    (b) x
     
  3.

SEC Use Only

 

     
  4.

Source of Funds (See Instructions)

 

AF

     
  5.

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     ¨

 

     
  6.

Citizenship or Place of Organization

 

UNITED STATES

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 

7.

 

Sole Voting Power

 

0

 

8.

 

Shared Voting Power

 

9,865,008

 

9.

 

Sole Dispositive Power

 

0

 

10.

 

Shared Dispositive Power

 

9,865,008

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

9,865,008

 

 

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨

 

 

 

13.

 

Percent of Class Represented by Amount in Row (11)

 

14.9%

 

 

14.

 

Type of Reporting Person (See Instructions)

 

IN

 

 

 

 

AMENDMENT NO. 11 TO SCHEDULE 13D

 

This Amendment No. 11 supplements the information set forth in the Schedule 13D filed by 40 North Management LLC, a Delaware limited liability company, 40 North Latitude Fund LP, a Delaware limited partnership, 40 North GP III LLC, a Delaware limited liability company, 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability, David S. Winter, an American citizen, and David J. Millstone, an American citizen, with the United States Securities and Exchange Commission (the “SEC”) on May 7, 2018, as heretofore amended (the “Schedule 13D”), relating to Common Stock, par value $0.01 per share (the “Shares”), of W.R. Grace & Co., a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:

 

Item 2. Identity and Background.

 

This statement on Schedule 13D is filed on behalf of 40 North Management LLC, a Delaware limited liability company (“40 North Management”), 40 North Latitude Fund LP, a Delaware limited partnership (“40 North Latitude Feeder”), 40 North GP III LLC, a Delaware limited liability company (“40 North GP III”), 40 North Latitude Master Fund Ltd., a Cayman Islands exempted company incorporated with limited liability (“40 North Latitude Master”), David S. Winter, an American citizen and David J. Millstone, an American citizen (all of the foregoing, collectively, the “Reporting Persons”).

 

This statement relates to Shares held by 40 North Latitude Master.

 

The principal business of each of 40 North Latitude Feeder and 40 North Latitude Master is the making of investments in securities and other assets. The principal business of 40 North GP III is to serve as general partner of 40 North Latitude Feeder. 40 North Management serves as principal investment manager to 40 North Latitude Feeder and 40 North Latitude Master. As such, 40 North Management has been granted investment discretion over portfolio investments, including the Shares. David S. Winter and David J. Millstone serve as the sole members and principals of each of 40 North Management and 40 North GP III, and as the sole directors of 40 North Latitude Master. The principal business address of all of the Reporting Persons, is 9 West 57th Street, 47th Floor, New York, New York 10019. A joint filing agreement of the Reporting Persons is attached hereto as Exhibit 1.

 

 

 

 

During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The responses to Items 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

 

The Shares reported herein were purchased by 40 North Latitude Master using working capital. The total purchase price for the Shares reported herein was $640,071,630. All or part of the Shares owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such indebtedness may be refinanced with other banks or broker dealers.

 

Item 4. Purpose of Transaction.

 

Item 4 of this Schedule 13D is hereby amended and supplemented by adding the following information: 

 

As previously disclosed, on February 1, 2021, the Issuer entered into a letter agreement (the “Confidentiality Letter Agreement”), with 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master (collectively, the “40 North Parties”).

 

On April 14, 2021, the Issuer and the 40 North Parties entered into an amendment to the Confidentiality Letter Agreement (the “Amendment”), a copy of which is attached hereto as Exhibit 10 and is incorporated by reference herein.

 

The Issuer and the 40 North Parties are in ongoing discussions regarding a potential transaction. There can be no assurance that a transaction will result and the Issuer and the 40 North Parties have agreed not to comment further before April 26, 2021. A copy of the press release announcing the entry by the Issuer and the 40 North Parties into the Amendment is attached hereto as Exhibit 11 and is incorporated by reference herein.

 

The potential transaction may result in one or more of the actions specified in clauses (a)−(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present Board of Directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer’s securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

 

Item 5. Interest in Securities of the Issuer.

 

(a)  – (b) Each of 40 North Management, 40 North Latitude Master, 40 North Latitude Feeder, 40 North GP III, Mr. Winter and Mr. Millstone may be deemed the beneficial owner of all of the Shares reported herein, which represent approximately 14.9% of the Issuer’s outstanding Shares. 40 North Management may be deemed to have sole power to vote and sole power to dispose of all of the Shares, whereas the other Reporting Persons having beneficial ownership may be deemed to have shared power to vote and shared power to dispose of such Shares as they may be deemed to have beneficial ownership of.

 

 

 

 

The percentage in the immediately foregoing paragraph is calculated based on a total of 66,191,426 Shares outstanding as of January 31, 2021 (based on the Issuer’s Annual Report on Form 10-K filed with the SEC on February 26, 2021).

 

(c)  There have been no transactions with respect to the Shares during the sixty days prior to the date hereof by any of the Reporting Persons.

 

(d)  In addition to the Reporting Persons, the limited partners of (or investors in) 40 North Latitude Feeder or its subsidiaries or affiliated entities, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of 40 North Latitude Feeder in accordance with their respective limited partnership interests (or investment percentages).

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby amended and supplemented by adding the following information:

 

On April 14, 2021, the Issuer entered into the Amendment to the Confidentiality Letter Agreement with the 40 North Parties pursuant to which the Issuer and the 40 North Parties agreed to extend the nomination deadline for the 40 North Parties to submit director candidates for election to the Issuer’s Board of Directors at its 2021 Annual Meeting of Shareholders to April 26, 2021.

 

 

 

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1 – Agreement by and among 40 North Management, 40 North GP III, 40 North Latitude Feeder, 40 North Latitude Master, David S. Winter and David J. Millstone to file this Schedule 13D and any amendments thereto jointly on behalf of each of them. 

 

Exhibit 2 – Letter of Resignation from Kathleen G. Reiland, dated October 13, 2020 (incorporated by reference to Exhibit 2 to Schedule 13D (Amendment No. 5) filed by the Reporting Persons on October 14, 2020).

 

Exhibit 3 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 3 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

 

Exhibit 4 – Confidentiality Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 20, 2019 (incorporated by reference to Exhibit 4 to Schedule 13D (Amendment No. 4) filed by the Reporting Persons on February 20, 2019).

 

Exhibit 5 – Offer Letter to the Board of Directors of the Issuer, dated November 9, 2020 (incorporated by reference to Exhibit 5 to Schedule 13D (Amendment No. 6) filed by the Reporting Persons on November 9, 2020).

 

Exhibit 6 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated January 11, 2021 (incorporated by reference to Exhibit 6 to Schedule 13D (Amendment No. 7) filed by the Reporting Persons on January 11, 2021).

 

Exhibit 7 – Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated February 1, 2021 (incorporated by reference to Exhibit 7 to Schedule 13D (Amendment No. 8) filed by the Reporting Persons on February 1, 2021).

 

Exhibit 8 – Press Release with Offer Letter to the Board of Directors of the Issuer, dated April 1, 2021 (incorporated by reference to Exhibit 8 to Schedule 13D (Amendment No. 9) filed by the Reporting Persons on April 1, 2021).

 

Exhibit 9 – Letter to the President and Chief Executive Officer of the Issuer, dated April 6, 2021 (incorporated by reference to Exhibit 9 to Schedule 13D (Amendment No. 10) filed by the Reporting Persons on April 6, 2021).

 

Exhibit 10 – Amendment to the Letter Agreement between the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master, dated April 14, 2021.

 

Exhibit 11 – Press Release dated April 14, 2021

 

 

 

 

SIGNATURES

 

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

 

Date: April 14, 2021

40 NORTH MANAGEMENT LLC
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

40 NORTH LATITUDE FUND LP
   
  By 40 North GP III LLC, its General Partner 
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

40 NORTH LATITUDE MASTER FUND LTD.
   
  By:
    /s/ David S. Winter
    David S. Winter
    Director

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Director

 

 

 

 

Date: April 14, 2021

40 NORTH GP III LLC
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

DAVID S. WINTER
   
  By:
    /s/ David S. Winter

 

Date: April 14, 2021

DAVID J. MILLSTONE
     
  By:  
    /s/ David J. Millstone

 

 

 

 

Exhibit 1

 

AGREEMENT

JOINT FILING OF SCHEDULE 13D

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of W.R. Grace & Co., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Date: April 14, 2021

40 NORTH MANAGEMENT LLC
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

40 NORTH LATITUDE FUND LP
   
  By 40 North GP III LLC, its General Partner 
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

40 NORTH LATITUDE MASTER FUND LTD.
   
  By:
    /s/ David S. Winter
    David S. Winter
    Director

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Director

 

Date: April 14, 2021

40 NORTH GP III LLC
   
  By:
    /s/ David S. Winter
    David S. Winter
    Principal

 

  By:
    /s/ David J. Millstone
    David J. Millstone
    Principal

 

Date: April 14, 2021

DAVID S. WINTER
   
  By:
    /s/ David S. Winter

 

Date: April 14, 2021

DAVID J. MILLSTONE
   
  By:
    /s/ David J. Millstone

 

 

 

Exhibit 10

 

 

 

April 14, 2021

 

CONFIDENTIAL

 

40 North Management LLC
9 West 57th Street, 47th Floor
New York, NY 10019
Attention: David S. Winter and David J. Millstone

 

Ladies and Gentlemen:

 

Reference is made to the letter agreement dated February 1, 2021 (the “NDA”) by and among 40 North Management LLC (“40 North”) and the entities listed following the signature of 40 North on the signature pages thereof (including 40 North and, collectively and individually, the “40 North Group” or “you”) and W. R. Grace & Co. (the “Company,” and collectively with you, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the NDA.

 

Pursuant to Section 19 of the NDA, the Parties hereby desire and agree to amend Section 11 of the NDA, and Section 11 of the NDA is hereby amended, by replacing the words “on or before the date (the “Window Closing Date”) that is the fifteenth (15th) day following the expiration or termination of the standstill provisions set forth in Section 10” with “on or before April 26, 2021 (the “Window Closing Date”)”.

 

The Company further agrees that the Board of Directors of the Company (the “Board”), and each applicable committee of the Board, shall take all necessary action to give full force and effect to this amendment.

 

In furtherance of the foregoing, each Party agrees that, prior to the Window Closing Date, it will not, and will not knowingly encourage other persons to, and will direct its Representatives not to, directly or indirectly, in any manner, make or cause to be made, any public statement regarding the other Party or the ongoing discussions between the Parties, except with the prior written consent of the other Party. Notwithstanding the foregoing, the Parties hereby agree that (a) the Parties will issue a joint press release announcing the entry into this amendment in a form attached hereto and (b) the 40 North Group will file a Schedule 13D amendment and the Company will file a Current Report on Form 8-K, both in a form mutually agreed between the Parties, disclosing this amendment.

 

Sections 21, 22, 26 and 28 of the NDA are incorporated by reference in this amendment, mutatis mutandis.

 

Except as otherwise expressly set forth herein, the NDA will remain unchanged and continue in full force and effect. In the event of any conflict between the terms and conditions of the NDA and the terms and conditions of this amendment, the terms and conditions of this amendment will govern and control.

 

 

 

 

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this amendment, which will constitute our agreement with respect to the matters set forth herein.

 

  Very truly yours,
     
  W. R. GRACE & CO.
     
     
  By: /s/ Hudson La Force
  Name: Hudson La Force
  Title: President and Chief Executive Officer
     

 

 

 

 

 

 

 

 

 

 

Acknowledged and agreed to as of the date first written above:

 

  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 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
       

 

 

 

 

       
  40 NORTH LATITUDE FUND LP
   
  By 40 North GP III LLC, its General Partner
   
   
  By: /s/ David S. Winter
    Name: David S. Winter
    Title: Principal
       
       
  By: /s/ David J. Millstone
    Name: David J. Millstone
    Title: Principal

 

 

 

 

 

 

 

 

Exhibit 11

 

 

 

 

GRACE AND 40 NORTH AGREE TO EXTENSION OF DIRECTOR NOMINATION DEADLINE

 

COLUMBIA, Md. and NEW YORK, April 14, 2021 – W. R. Grace & Co. (NYSE: GRA) and 40 North Management LLC (“40 North”) today announced that the parties have agreed to extend the nomination deadline for 40 North to submit director candidates for election to Grace’s Board of Directors at its 2021 Annual Meeting of Shareholders from April 15, 2021 until April 26, 2021. Grace and 40 North are in ongoing discussions regarding a potential transaction. There can be no assurance that a transaction will result and the parties have agreed not to comment further before April 26, 2021.

 

Forward-Looking Statements

This announcement contains 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 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 other 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 any projections or other forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.

 

 

 

 

Grace Contacts

Investors:

Jason Hershiser

(410) 531-8835

jason.hershiser@grace.com

 

Dan Burch

(212) 929-5748

dburch@mackenziepartners.com

 

Media:

Jamie Moser / Scott Bisang

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

 

40 North Contacts

Investors:
Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
(212) 750-5833

 

Media:
Lex Suvanto
Edelman
Lex.Suvanto@edelman.com
(646) 775-8337

 

Patrick Ryan
Edelman
Patrick.Ryan@edelman.com
(610) 306-7536