COLUMBIA, Md., 12 Jan, 2016 (GLOBE NEWSWIRE) -- W. R. Grace & Co. (NYSE:GRA) announced today that GCP Applied Technologies Inc. (the “Issuer”), an indirect wholly owned subsidiary of Grace, intends, subject to market and other customary conditions, to offer $525.0 million aggregate principal amount of senior notes due 2023 (the “Notes”). The Notes will be fully and unconditionally guaranteed by certain of the Issuer’s existing and future domestic subsidiaries. The Notes and the related guarantees will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act.

The Notes are being issued in connection with the Issuer’s proposed spin-off from Grace, pursuant to which the Issuer will be separated into an independent publicly traded company from Grace, possessing the business, assets, and liabilities associated with the Grace Construction Products segment and the Darex Packaging Technologies business of Grace (the “Spin-Off”). The Issuer expects to use the proceeds from the offering (i) to fund a distribution to W. R. Grace & Co.–Conn., a direct subsidiary of Grace, in an amount of $500.0 million, (ii) to pay fees and expenses related to the Spin-Off, the financings, and the other related transactions, and (iii) for general corporate purposes.

The Notes and the related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

There is no assurance that the Notes will be issued or upon what terms. This news release is not an offer to purchase, a solicitation of an offer to sell, or a solicitation of consents with respect to any securities.

In connection with the Spin-Off, the Issuer also expects to enter into a new credit facility which will consist of $275.0 million of term loans to be drawn at closing, and $250.0 million of revolving loans, none of which are expected to be drawn at closing. The Issuer expects to use the proceeds of the term loans (i) to fund a distribution to Grace in an amount of $250.0 million, (ii) to pay fees and expenses related to the Spin-Off, the financings, and the other related transactions and (iii) for general corporate purposes. The total distribution to Grace and Grace-Conn is expected to be $750 million.