New York, April 27, 2021 -- Moody's Investors Service, ("Moody's") placed W.R.
Grace & Co.-Conn.'s (Grace) Ba3 Corporate Family
Rating (CFR), Ba3-PD Probability of Default Rating (PDR),
Ba2 first lien senior secured credit facility and B1 senior unsecured
notes ratings on review for downgrade. The SGL-1 Speculative
Grade Liquidity rating is unchanged. The outlook has been changed
to ratings under review (RUR) from stable. The review follows the
announcement that Standard Industries Holdings Inc., the
parent company of Standard Industries Inc., will acquire
W.R. Grace & Co. in an all-cash transaction
valued at approximately $7.0 billion.
"The review for downgrade follows the announced acquisition by Standard
Industries Inc. which is expected to add additional debt and further
weaken credit metrics," said Domenick R. Fumai, Moody's
Vice President and lead analyst for W.R. Grace & Co.-Conn.
On Review for Downgrade:
..Issuer: W.R. Grace & Co.-Conn.
.... Corporate Family Rating, Placed
on Review for Downgrade, currently Ba3
.... Probability of Default Rating,
Placed on Review Downgrade, currently Ba3-PD
.....Senior Secured 1st Lien Bank Credit
Facility, Placed on Review for Downgrade, currently Ba2 (LGD2)
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Downgrade, currently B1 (LGD5)
Outlook Actions:
..Issuer: W.R. Grace & Co.-Conn.
....Outlook, Changed To Rating Under
Review From Stable
RATINGS RATIONALE/ FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE
OF THE RATINGS
Grace announced that they have entered into a definitive agreement to
be acquired by Standard Industries Holdings Inc. Under the terms
of the agreement, Standard Industries and its related investment
platform 40 North Management LLC (40 North), which holds 14.9%
of Grace's outstanding common stock, will acquire all of the
outstanding shares of Grace common stock for $70 per share in cash
for a total transaction valued at approximately $7.0 billion.
Moody's review will focus on Grace's revised capital structure,
including the additional debt on the balance sheet, the ability
to delever as well as the company's financial and operational policies
under its new ownership. The proposed transaction is credit negative
for Grace as it will incur additional debt to a balance sheet that was
already stretched following the announced acquisition of Albemarle's
Fine Chemistry Services business for $570 million. Moody's
expects Grace to remain highly leveraged over the next two years and that
adjusted Debt/EBITDA will now exceed previous thresholds for the Ba3 rating.
While Grace is expected to operate independently as a portfolio company,
Standard Industries has an aggressive financial policy, including
substantial dividend payments to its owners.
The principal methodology used in these ratings was Chemical Industry
published in March 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1152388.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
Headquartered in Columbia, MD, W.R. Grace &
Co. is the ultimate parent of W.R. Grace & Co.-
Conn. Grace manufactures specialty chemicals and materials operating
and/or selling in over 60 countries. The company has two reporting
segments: Catalysts Technologies and Materials Technologies.
Catalysts Technologies is a globally diversified business that includes
refining, polyolefin and chemicals catalysts. Materials Technologies
includes specialty materials such as silica-based and silica-alumina-based
materials used in consumer/pharmaceutical, chemical processes and
coatings applications. Grace generated approximately $1.73
billion of sales for the year ended December 31, 2020.
Standard Industries Inc., headquartered in Parsippany,
NJ, is the leading manufacturer and marketer of roofing products
and accessories with operations primarily in North America and Europe.
The company manufactures and sells residential and commercial roofing
and waterproofing products, insulation products, aggregates,
specialty construction and other products.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
For ratings issued on a program, series, category/class of
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support provider and in relation to each particular credit rating action
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provides certain regulatory disclosures in relation to the provisional
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to rated entity, Disclosure from rated entity.
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Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1263068.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
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The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the UK and is endorsed
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for additional regulatory disclosures for each credit rating.
Domenick Fumai
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Glenn B. Eckert
Associate Managing Director
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody's Investors Service, Inc.
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JOURNALISTS: 1 212 553 0376
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