Close

Form 8-K W R GRACE & CO For: Nov 10

November 10, 2014 4:19 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM�8-K
CURRENT REPORT PURSUANT
TO SECTION�13 OR 15(d)�OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 10, 2014 (November 10, 2014)
W. R. GRACE�& CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-13953
65-0773649
(Commission File Number)
(IRS Employer Identification No.)
7500 Grace Drive
Columbia, Maryland
21044
(Address of Principal Executive Offices)
(Zip Code)
(410) 531-4000
(Registrants Telephone Number,�Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o�� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)
o�� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)
o�� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))
o�� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))





W. R. GRACE�& CO.
FORM�8-K
CURRENT REPORT
Item 7.01.����������������������������������������� Regulation FD Disclosure.
The following information is furnished pursuant to Item 7.01 of Form�8-K.
W. R. Grace�& Co. (Grace) has prepared presentation materials (the Valuation Considerations Presentation) that management intends to use from time to time on or after November 10, 2014, in presentations about Graces operations and performance. Grace may use the Valuation Considerations Presentation, possibly with modifications, in presentations to current and potential investors, lenders, creditors, business partners, acquisition candidates, asset sellers, vendors, customers, employees and others with an interest in Grace and its business.
The information contained in the Valuation Considerations Presentation is summary information that should be considered in the context of Graces filings with the Securities and Exchange Commission and other public announcements that Grace may make by press release or otherwise from time to time.�The Valuation Considerations Presentation speaks as of the date of this Report.�While Grace may elect to update the Valuation Considerations Presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, Grace specifically disclaims any obligation to do so.
By furnishing this Current Report on Form�8-K and furnishing the Valuation Considerations Presentation, Grace makes no admission as to the materiality of any information in this Report, including without limitation the Valuation Considerations Presentation. The Valuation Considerations Presentation may contain forward-looking statements. See Page�2 of the Valuation Considerations Presentation for a discussion of certain forward-looking statements that may be included therein and the risks and uncertainties related thereto.
The Valuation Considerations Presentation is furnished as Exhibit�99.1 to this Report and is incorporated herein by reference. The information set forth in this Report, including without limitation the Valuation Considerations Presentation, is not deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
The Valuation Considerations Presentation is available on the Grace website at www.grace.com and a hard copy may be obtained free of charge by contacting Grace Shareholder Services at 410-531-4167.�Materials on the Grace website are not part of or incorporated by reference into this Form�8-K.
Item 9.01.����������������������������������������� Financial Statements and Exhibits.
(d)�������������������������������� Exhibits
99.1

Valuation Considerations Presentation*

*����Not filed for purposes of Section�18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
W. R. GRACE�& CO.
(Registrant)
By
/s/ Hudson La Force III
Hudson La Force III
Senior Vice President and Chief Financial Officer
Dated: November 10, 2014



W. R. Grace & Co. Valuation Considerations November 10, 2014


� 2014 W. R. Grace & Co. Disclaimer Statement Regarding Safe Harbor For Forward-Looking Statements This presentation 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, expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. For these statements, Grace claims the protection of the safe harbor for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Like other businesses, Grace is subject to risks and uncertainties that could cause its actual results to differ materially from its projections or that could cause other forward- looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in emerging regions; the cost and availability of raw materials and energy; the effectiveness of its research and development and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting Graces outstanding indebtedness; developments affecting Grace's funded and unfunded pension obligations; its legal and environmental proceedings; costs of compliance with environmental regulation; and those additional factors set forth in Grace's most recent Annual Report on Form 10-K, quarterly report 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. Reported results should not be considered as an indication of future performance. Readers are cautioned not to place undue reliance on Grace's projections and forward-looking statements, which speak only as the date thereof. Grace undertakes no obligation to publicly release any revision to the projections and forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement. Non-GAAP Financial Terms These slides contain certain non-GAAP financial terms which are defined in the Appendix. Reconciliations of non-GAAP terms to the closest GAAP term (i.e., net income) are provided in the Appendix.


� 2014 W. R. Grace & Co. Grace has a significant NOL and high free cash flow NOLs largely result from asbestos settlements during bankruptcy Net operating losses: � NOL generated at emergence ~$670 million � NOL generated with PI DPO settlement $632 million � Additional deduction when warrant settled(1) $490 million ~$1.8 billion NOL, warrant deduction and other tax attributes available to offset U.S. Federal taxable income from 2014 through a portion of 2021. � Present value of Grace tax attributes through 2021 is greater than $700 million � Discount rate of 5.275% reflecting high confidence in using tax attributes � Present value of over $9 / share (1) Warrant settlement by February 3rd, 2015


� 2014 W. R. Grace & Co. Grace has a significant NOL and high free cash flow � Annual Adjusted Free Cash Flow goal of over $400 million � Cash generation of over $2 billion over the next five years High free cash flow reflects: � High EBITDA margin � Tight working capital management � Disciplined capital investment � Low cash tax rate to 2021 due to U.S. NOL Expect to return over $2 billion to shareholders over the next five years � Initial $500 million share repurchase to be completed before February 2015 � $490 million warrant settlement to be completed by February 3rd, 2015 Adjusted Free Cash Flow yield of 6% as of October 31st, 2014 397 246 278 421 430 >430 $0 $100 $200 $300 $400 $500 2009 2010 2011 2012 2013 2014O Adjusted Free Cash Flow ($MM) Note: 2014 Outlook as of October 22, 2014


5


� 2014 W. R. Grace & Co. Appendix I: Definitions of Non-GAAP Measures


� 2014 W. R. Grace & Co. Appendix II: Reconciliation of Adjusted EBITDA to Net Income * Due to its bankruptcy, Grace had significant intercompany loans between its non-U.S. subsidiaries and its U.S. debtor subsidiaries that are not related to its operating activities. In addition Grace had accumulated significant cash balances during its bankruptcy. The intercompany loans were paid when Grace emerged from bankruptcy, and excess cash balances were used to fund a significant portion of Graces emergence from bankruptcy. Accordingly, income and expense items related to the intercompany loans and the cash balances are categorized as costs related to Chapter 11.




Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings