SEC Form SC 13D/A filed by W.R. Grace & Co. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 12)*

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 26, 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 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).

AMENDMENT NO. 12 TO SCHEDULE 13D

This Amendment No. 12 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:

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.

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

As previously disclosed, the Issuer and 40 North Management, 40 North Latitude Feeder, 40 North GP III and 40 North Latitude Master (collectively, the “40 North Parties”) have been in ongoing discussions regarding a potential transaction.

On April 26, 2021, the Issuer, Gibraltar Acquisition Holdings LLC, an indirect wholly owned subsidiary of Standard Industries Holdings Inc. (“Standard”) and Gibraltar Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Gibraltar Acquisition Holdings LLC, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Issuer with the Issuer surviving the merger and becoming an indirect wholly owned subsidiary of Standard. Standard is the parent company of Standard Industries Inc., a privately held global industrial company. The 40 North Parties comprise a related investment platform of Standard.

On April 26, 2021, in connection with the Merger Agreement, the Issuer and 40 North Latitude Master entered into a Voting Agreement (the “Voting Agreement”) and the Issuer and the 40 North Parties entered into a second amendment (the “Second Amendment”) to the letter agreement previously entered into between the Issuer and the 40 North Parties, pursuant to which the 40 North Parties may be furnished with certain confidential information by or on behalf of the Issuer (the “Confidentiality Letter Agreement”), copies of which are attached as Exhibit 12 and Exhibit 13 hereto and are incorporated by reference herein.

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

The following description of the Voting Agreement, defined and referenced in Item 4 above, does not purport to be complete and is qualified in its entirety by reference to the Voting Agreement, which is attached hereto as Exhibit 12 and is incorporated herein by reference.

Pursuant to the Voting Agreement, 40 North Latitude Master agreed to, among other things, vote all of the Shares beneficially owned by it and any other Shares that it may acquire during the term of the Voting Agreement (the “Covered Shares”) in favor of (i) the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the merger, and (ii) any other matter or action necessary to the consummation of the merger, at every Issuer’s stockholder meeting at which such matters are to be voted on, until the earlier of when the affirmative vote of the holders of a majority of the voting power of the then-outstanding Shares to adopt the Merger Agreement is received or the Merger Agreement is validly terminated (the “Expiration Time”).

In addition, 40 North Latitude Master agreed that until the Expiration Time, it will not transfer or cause or permit the transfer of any of its Covered Shares, except (i) between 40 North Latitude Master and any controlled affiliate of 40 North Latitude Master or (ii) to a trust for the benefit of, and controlled by, 40 North Latitude Master, in each case so long as, (a) prior to and as a condition to the effectiveness of any such transfer, such affiliate or transferee executes and delivers to the Issuer a joinder to the Voting Agreement and (b) such transfers do not reduce the aggregate beneficial ownership of 40 North Latitude Master.

On April 26, 2021, the Issuer entered into the Second Amendment to the Confidentiality Letter Agreement with the 40 North Parties, defined and referenced in Item 4 above and attached as Exhibit 13 hereto, pursuant to which the Issuer and the 40 North Parties agreed to allow the 40 North Parties to  engage or provide confidential information to equity or debt financing sources in connection with the potential transaction without the express prior written approval of the Issuer to the extent such financing sources are informed by the 40 North Parties of the confidential nature of such information and are directed to abide for the benefit of the Issuer to the confidentiality terms in the Confidentiality Letter Agreement.

The foregoing description of the Second Amendment to the Confidentiality Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment to the Confidentiality Letter Agreement, a copy of which is attached hereto as Exhibit 13 and is incorporated herein by reference.

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 (incorporated by reference to Exhibit 10 to Schedule 13D (Amendment No. 11) filed by the Reporting Persons on April 14, 2021).

Exhibit 11 – Press Release dated April 14, 2021 (incorporated by reference to Exhibit 11 to Schedule 13D (Amendment No. 11) filed by the Reporting Persons on April 14, 2021).

Exhibit 12 – Voting Agreement between the Issuer and 40 North Latitude Master, dated April 26, 2021.

Exhibit 13 – Second 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 26, 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.