W.R. Grace & Company on April 7 announced an agreement in principle that would settle all present and future asbestos-related personal injury claims. The agreement, reached with the Official Committee of Asbestos Personal Injury Claimants, the Future Claimants Representative and the Official Committee of Equity Security Holders, requires the following assets to be paid into a trust to be established under Section 524(g) of the United States Bankruptcy Code:
- Cash in the amount of $250 million;
- Warrants to acquire 10 million shares of Grace common stock at an exercise price of $17 per share, expiring one year from the effective date of a plan of reorganization;
- Rights to proceeds under Grace's asbestos-related insurance coverage;
- The value of cash and stock under the litigation settlement agreements with Sealed Air Corporation and Fresenius Medical Care Holdings, Inc.; and
- Deferred payments at $110 million per year for five years beginning in 2019, and $100 million per year for 10 years beginning in 2024; the deferred payments would be obligations of Grace backed by 50.1 percent of Grace's common stock to meet the requirements of Section 524(g).
The agreement in principle contemplates the filing of a plan of reorganization and related documents with the Bankruptcy Court. The plan will be subject to approval of its co-proponents, exit financing, and Bankruptcy Court and District Court approvals.
"This agreement in principle is a very important step in emerging from Chapter 11," said Fred Festa, Grace's chairman, president and chief executive officer. "In this challenging global marketplace, we need to be able to focus all of our efforts on increasing shareowner value and continued improvement in our core businesses. The agreement and the Plan of Reorganization that will be based on it will be good for our shareholders, customers, creditors, and our employees. A lot of work remains to be done before we can confirm a Plan of Reorganization, but I am optimistic we will be successful in reaching that goal by the end of this year or early in 2009.
"Also, I want to point out that the Plan of Reorganization will preserve all employee benefits. During the seven years we have been in Chapter 11, our people have nearly doubled Grace's sales and dramatically improved the core businesses. We look forward to final approval of our Plan of Reorganization when we can once again operate without the constraints of Chapter 11."
Grace is a leading global supplier of catalysts and other products to petroleum refiners; catalysts for the manufacture of plastics; silica-based engineered and specialty materials for a wide-range of industrial applications; sealants and coatings for food and beverage packaging, and specialty chemicals, additives and building materials for commercial and residential construction. With annual sales of more than $3.1 billion, Grace has approximately 6,500 employees and operations in more than 40 countries.
