W. R. Grace Holdings LLC and W. R. Grace & Co. announced the final results of the previously announced offers to eligible holders to exchange any and all outstanding notes issued by W. R. Grace & Co.-Conn. for up to $1,050,000,000 aggregate principal amount of new notes issued by Holdings (the new secured notes) and cash, and related consent solicitations to adopt certain proposed amendments to each of the indentures governing the existing grace notes (the indenture amendments). The exchange offers and consent solicitations expired at 12:01 a.m., New York City time, on September 20, 2021 (the expiration date). As of the expiration date, the following principal amounts of each series of existing grace notes were validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked). The exchange offers and consent solicitations were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated August 3, 2021 (the offering memorandum and consent solicitation statement). 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 (Merger Sub), pursuant to which Merger Sub will be merged with and into Grace with Grace surviving the merger as a wholly-owned subsidiary of Holdings (the Merger). Upon settlement of the exchange offers and consent solicitations, which is expected to occur on September 22, 2021, concurrently with the consummation of the Merger, Holdings will issue to the holders of the existing grace notes whose securities were tendered at or before 5:00 p.m., New York City time, on August 16, 2021 (the early tender date) and accepted for exchange, new secured notes in an aggregate principal amount ($1,000principal amount) equal to the aggregate principal amount of existing grace notes that have been accepted for exchange, issue to the holders of the existing grace notes whose securities were tendered after the early tender date but prior to the expiration date and accepted for exchange, new secured notes in an aggregate principal amount equal to $970 for each $1,000 aggregate principal amount of existing grace notes that have been accepted for exchange, and pay to the holders of the existing grace notes whose securities have been accepted for exchange $1.50 per $1,000 principal amount in cash, for a total of $1,575,331, as part of the exchange consideration. In addition, as previously disclosed, Grace received consents in the consent solicitations sufficient to approve amendments to the respective indentures governing the existing grace notes. As a result, Grace and the trustee for the existing grace notes have entered into a supplemental indenture implementing those amendments to the indentures governing the existing grace notes.