Item 1.01. Entry Into a Material Definitive Agreement.




On June 26, 2020, W. R. Grace & Co. ("Grace"), W. R. Grace & Co.-Conn., its
wholly owned subsidiary ("Grace-Conn." or the "Issuer"), and certain of Grace's
existing domestic subsidiaries (together with Grace, the "Guarantors"),
completed its previously announced sale of $750 million aggregate principal
amount of 4.875% Notes due 2027 (the "New Notes"). The New Notes were issued in
a private offering that was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), only to persons
reasonably believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the Securities Act.
The net proceeds of the New Notes will be used to redeem all of the Issuer's
5.125% senior unsecured notes due 2021 ("Existing 2021 Notes"). On June 12,
2020, the Issuer caused to be delivered to holders of its Existing 2021 Notes a
notice of conditional redemption for all $700 million of its Existing 2021
Notes. The expected redemption date is July 12, 2020.
The New Notes were issued pursuant to an Indenture (the "Base Indenture"), dated
as of September 16, 2014, as supplemented by that certain Third Supplemental
Indenture, dated as of June 26, 2020 (the "Supplemental Indenture" and together
with the Base Indenture, the "Indenture"), by and among the Issuer, the
Guarantors and Wilmington Trust, National Association, as trustee (the
"Trustee"). Interest is payable on the New Notes on each June 15 and December
15, commencing December 15, 2020. The Issuer has the option to redeem all or a
portion of the New Notes at any time prior to June 15, 2023 at a price equal to
100% of the principal amount of the New Notes redeemed plus accrued and unpaid
interest, if any, to but excluding the redemption date plus a "make-whole"
premium. At any time on or after June 15, 2023, the Issuer may redeem the New
Notes, in whole or in part, at the redemption prices set forth in the Indenture,
in each case plus accrued and unpaid interest, if any, to but excluding the
redemption date.  The New Notes will mature on June 15, 2027.
If a change of control occurs while the New Notes are rated below investment
grade, or is followed by a below investment grade rating, subject to certain
exceptions, each holder shall have the right to require that the Issuer
repurchase all or a portion of such holder's New Notes at a purchase price of
101% of the aggregate principal amount thereof, plus accrued and unpaid
interest, if any, on the New Notes repurchased, to but excluding, the date of
repurchase.
The New Notes and guarantees are senior unsecured obligations of the Issuer and
the Guarantors, respectively, and will rank equally with all of the existing and
future unsubordinated obligations of the Issuer and the Guarantors,
respectively. The New Notes and the guarantees are effectively subordinated to
any secured indebtedness to the extent of the value of the assets securing such
indebtedness and structurally subordinated to the debt and other liabilities of
Grace's non-guarantor subsidiaries.
The Indenture contains covenants that limit Grace's, the Issuer's and certain of
Grace's subsidiaries' ability, subject to certain exceptions and qualifications,
to (i) incur liens on assets, (ii) enter into any sale and leaseback transaction
and (iii) merge or consolidate with another company.
The Indenture provides for customary events of default, which include (subject
in certain cases to customary grace and cure periods), among others, nonpayment
of principal or interest; breach of other agreements in the Indenture; failure
to pay certain other indebtedness; failure to discharge a final judgment for
payment of the greater of (i) $100 million and (ii) 2.5% of Total Assets (as
defined in the Indenture) or more (excluding any amounts covered by insurance or
indemnities) rendered against the Issuer or any of its significant subsidiaries;
and certain events of bankruptcy or insolvency. Generally, if any event of
default occurs, the Trustee or the holders of at least 30% in aggregate
principal amount of the then outstanding series of New Notes may declare all the
New Notes of such series to be due and payable immediately.
The foregoing description of the Indenture is qualified in its entirety by
reference to the complete copies of the Base Indenture and the Third
Supplemental Indenture that are filed as Exhibits 4.1 and 4.2 to this Current
Report on Form 8-K, respectively, and are incorporated by reference herein. The
related form of senior note is filed as Exhibit 4.3 to this Current Report on
Form 8-K and is incorporated by reference herein.

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Item 2.03.   Creation of a Direct Financial Obligation or an Obligation under
             an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


 Exhibit No.              Description of Exhibit                       Location
        4.1       Indenture, dated as of September 16,       Exhibit 4.1 to Form 8-K
                2014, by and among W. R. Grace &             (filed 9/19/14) SEC File
                Co.-Conn., the guarantors party thereto      No.: 001-13953
                and Wilmington Trust, National
                Association, as trustee.
        4.2       Third Supplemental Indenture, dated as     Filed herewith
                of June 26, 2020, by and among W. R. Grace
                & Co.-Conn., the guarantors party thereto
                and Wilmington Trust, National
                Association, as trustee.
        4.3       Form of 4.875% Note due 2027 (included     Filed herewith
                as Exhibit A to Exhibit 4.2).
    101.INS     Inline XBRL Instance Document                The instance document does
                                                             not appear in the
                                                             Interactive Data File
                                                             because its XBRL tags are
                                                             embedded within the Inline
                                                             XBRL document.
    101.SCH     Inline XBRL Taxonomy Extension Schema        Filed herewith
    101.CAL     Inline XBRL Taxonomy Extension Calculation   Filed herewith
                Linkbase
    101.DEF     Inline XBRL Taxonomy Extension Definition    Filed herewith
                Linkbase
    101.LAB     Inline XBRL Taxonomy Extension Label         Filed herewith
                Linkbase
    101.PRE     Inline XBRL Taxonomy Extension               Filed herewith
                Presentation Linkbase
        104     Cover Page Interactive Data File             Filed herewith
                (formatted as Inline XBRL and included in
                Exhibit 101)

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