W. R. Grace Holdings LLC and W. R. Grace & Co. announced that, in connection with the previously announced offers to eligible holders to exchange any and all outstanding notes issued by W. R. Grace & Co.-Conn. as set forth in the table below for (1) up to $1,050,000,000 aggregate principal amount of new notes issued by Holdings and (2) cash, and related consent solicitations to adopt certain proposed amendments to each of the indentures governing the Existing Grace Notes to eliminate certain of the covenants, restrictive provisions, events of default and guarantee provisions from such indentures, Grace has received the requisite number of consents to adopt the Indenture Amendments with respect to each of the two outstanding series of Existing Grace Notes that are subject to the Exchange Offers and Consent Solicitations. Grace intends to promptly enter into a supplemental indenture with the trustee for the Existing Grace Notes to effect the Indenture Amendments. Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on August 16, 2021. 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 August 3, 2021. 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 April 26, 2021, by and among Holdings, Grace and Gibraltar Merger Sub Inc., a wholly-owned subsidiary of Holdings, pursuant to which Merger Sub will be merged with and into Grace with Grace surviving the merger as a wholly-owned subsidiary of Holdings. Holdings, in its sole discretion, may modify or terminate the Exchange Offers and may extend the Expiration Date 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. The Exchange Offers and Consent Solicitations will expire at 12:01 a.m., New York City time, on August 31, 2021, unless extended. The settlement date for the Exchange Offers 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 such, the Expiration Date is expected to be extended to correspond to the timing of the consummation of the Merger.