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) September 1722, 2021

W. R. GRACE & CO.

(Exact name of registrant as specified in its charter)

Delaware		1-13953		65-0773649
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7500 Grace Drive, Columbia, Maryland 21044-4098

(Address of principal executive offices) (Zip Code)

(410) 531-4000

(Registrant’s 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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		GRA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

W. R. GRACE & CO.

FORM 8-K

CURRENT REPORT

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

OnThis ~~September~~Current ~~17,~~Report ~~2021,~~on W.Form R.8-K ~~Grace~~is &being ~~Co.,~~filed ain ~~Delaware~~connection ~~corporation~~with ~~(“Grace”),~~the ~~held~~completion aon ~~special~~September ~~meeting~~22, 2021 of ~~stockholders (~~the ~~“Special~~transactions ~~Meeting”) to~~contemplated ~~consider~~by ~~certain~~that ~~proposals related to the~~ certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 26, 2021, by and among W. R. Grace & Co., a Delaware corporation (the “Company” or “Grace”), W. R. Grace Holdings LLC (~~formerly~~f/k/a Gibraltar Acquisition Holdings LLC), a Delaware limited liability company (“Parent”), and Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”),. ~~and~~Pursuant ~~Grace~~to the Merger Agreement, ~~pursuant~~on toSeptember ~~which~~22, 2021, Merger Sub ~~will~~merged ~~merge~~ with and into ~~Grace~~the Company (the “Merger”), with ~~Grace~~the Company continuing as the surviving corporation in the Merger asand a wholly owned direct subsidiary of Parent (the “Surviving Corporation”).

AsSubject ofto ~~August~~the 9,terms ~~2021,~~and ~~the~~conditions ~~record~~set ~~date~~forth ~~for~~in the ~~Special~~Merger ~~Meeting~~Agreement, ~~there~~at ~~were~~the 66effective time of the Merger (the “Effective Time”),~~270,051~~ ~~shares~~each then-outstanding share of common stock, par value $0.01 per share, of ~~Grace~~the Company (“~~Common Stock~~Grace common stock”), (other ~~outstanding,~~than ~~each~~shares of ~~which~~Grace ~~was~~common ~~entitled~~stock toheld ~~one~~by ~~vote~~Grace, ~~for~~Parent ~~each~~or ~~proposal~~their atsubsidiaries ~~the~~as ~~Special~~provided ~~Meeting. At~~in the ~~Special~~Merger ~~Meeting,~~Agreement) awas ~~total~~cancelled ofand ~~46,227,330~~retired ~~shares~~and ofautomatically ~~Common~~converted ~~Stock,~~into ~~representing~~the ~~approximately~~right ~~69.76%~~to ofreceive ~~the~~an ~~outstanding~~amount ~~shares~~in ~~of Common~~cash ~~Stock~~equal ~~entitled~~ to ~~vote,~~$70.00 ~~were~~(the ~~present~~“Merger inConsideration”), ~~person~~without orinterest byand ~~proxy,~~less ~~constituting~~any aapplicable ~~quorum~~withholding ~~to conduct business~~taxes.

At the ~~Special~~Effective ~~Meeting~~Time, each option to purchase shares of Grace common stock (each, a “Company Option”) and each stock appreciation right with respect to shares of Grace common stock (each, a “Company SAR”) that was outstanding immediately prior to the Effective ~~following~~Time ~~proposals~~vested ~~were~~and ~~considered:~~was converted into the right to receive an amount in cash equal to the product of the Merger Consideration (less the applicable exercise price) and the number of shares of Grace common stock covered by such Company Option or Company SAR (without interest and less applicable withholding taxes). Any Company Option or Company SAR that had a per share exercise price that was greater than or equal to the Merger Consideration was cancelled at the Effective Time for no consideration or payment.

Additionally, at the Effective Time, each restricted stock unit award and each performance-based unit award relating to shares of Grace common stock that was outstanding immediately prior to the Effective Time was assumed and converted into the right to receive an amount in cash (1without interest) equal to the ~~proposal~~product obtained by multiplying the Merger Consideration by the number of shares of Grace common stock covered by such award immediately prior to ~~adopt~~the Effective Time, which converted cash awards are subject to continued service vesting and other terms as set forth in the Merger Agreement;.

~~(2)~~Item ~~the~~1.01. ~~proposal~~Entry tointo ~~approve,~~a onMaterial anDefinitive ~~advisory (non-binding) basis, the compensation that may be paid or become payable to Grace’s named executive officers that is based on or otherwise relates to the Merger~~ Agreement ~~and the transactions contemplated by the Merger Agreement; and~~.

~~(3)~~Credit the proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement ~~at the time of the Special Meeting.~~

~~The~~On ~~proposals~~September ~~were~~22, ~~approved~~2021, byin connection with the ~~requisite~~Merger, ~~vote~~W. R. Grace & Co.-Conn. (“Grace Conn”), a subsidiary of the Company, entered into a senior secured credit agreement (the “New Credit Agreement”), among Parent and Grace’s ~~stockholders~~Conn, as borrowers, W. R. Grace Midco Holdings LLC (“Holdings”), as Holdings, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent and the lenders party thereto.

The ~~final~~New ~~voting~~Credit ~~results~~Agreement provides for ~~each~~(i) ~~proposal~~a ~~are~~$1.25 ~~set~~billion ~~forth~~term ~~below. For~~loan ~~more~~to ~~information~~Parent (the “New Term Loan Facility”), maturing on ~~each~~the earlier of ~~these~~(a) ~~proposals~~September 22, ~~see~~2028 and (b) March 16, 2027 if on such day at least $150 million of Parent’s 4.875% senior secured notes due 2027 (the “2027 Secured Notes”) or Grace Conn’s ~~definitive~~4.875% ~~proxy statement~~senior ~~filed~~notes due 2027 (the “Existing 2027 Notes”) (or any permitted refinancing thereof with a maturity earlier than 91 days after the ~~U.S.~~seventh ~~Securities~~anniversary of the closing of the Merger) remain outstanding and ~~Exchange~~(ii) ~~Commission~~a $450 million revolving credit facility (the “~~SEC~~New Revolving Facility”), maturing on ~~August~~the 10earlier of (a) September 22, ~~2021~~2026 or (b) July 2, 2024 if on such day any of Parent’s 5.625% senior secured notes due 2024 (the “2024 Secured Notes” and, together with the 2027 Secured Notes, the “New Secured Notes”) or Grace Conn’s 5.625% 2024 Senior Notes (the “Existing 2024 Notes” and, together with the Existing 2027 Notes, the “Existing Notes”) (or any permitted refinancing thereof with a maturity earlier than 91 days after the fifth anniversary of the closing of the Merger) remain outstanding.

~~1. Proposal~~The obligations and guarantees of the borrowers and guarantors, including those of the Company (referred to ~~adopt~~together as the ~~Merger~~“loan parties”), under the New Credit Agreement: are secured by a first-priority lien on substantially all of the assets of the loan parties, including the assets of the Company, subject to customary exceptions. Accordingly, the guarantees of the obligations under the New Credit Agreement are effectively senior to any unsecured indebtedness of the loan parties, including the Company, to the extent of the value of the assets securing the guarantees.

For		Against		Abstain
46,055,069		133,576		38,684

The proceeds of borrowings under the New Term Loan Facility and New Revolving Facility are permitted to be used at the Effective Time to pay, directly or indirectly, a portion of the aggregate Merger Consideration and to pay fees and expenses related thereto. The proceeds of the New Term Loan Facility may also be used to consummate the Refinancing (as defined below).

2.At ~~Proposal~~Parent’s ~~to approve~~election, onborrowings anunder ~~advisory (non-binding) basis,~~ the ~~compensation~~New ~~that~~Credit ~~may~~Agreement bedenominated ~~paid~~in orU.S. ~~become~~Dollars ~~payable~~bear tointerest ~~Grace’s~~at ~~named~~(i) ~~executive~~a ~~officers~~base ~~that~~rate isor ~~based~~(ii) onan oradjusted ~~otherwise~~LIBOR rate ~~relates~~for to the ~~Merger~~applicable ~~Agreement~~interest ~~and~~period; ~~the~~in ~~transactions~~either ~~contemplated~~case, byplus ~~the~~an ~~Merger~~applicable ~~Agreement:~~margin.

For		Against		Abstain
25,514,190		20,544,485		168,654

The New Credit Agreement includes certain representations and warranties, affirmative and negative covenants and events of default, all of which apply to the Company, that are usual and customary for an agreement of this type.

3.The ~~Proposal~~foregoing tois ~~adjourn the Special Meeting to~~ a ~~later~~summary ~~date~~description orof ~~dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve~~ the ~~proposal~~New toCredit ~~adopt the Merger~~ Agreement atand ~~the~~does ~~time~~not ofpurport ~~the~~to ~~Special~~be ~~Meeting:~~complete.

For		Against		Abstain
44,352,299		1,753,927		121,102

Secured Notes Indenture

~~Although~~On ~~Proposal~~September ~~No.~~22, 32021, ~~was~~the ~~approved~~Company byentered into an indenture (the ~~votes~~“Secured ~~indicated~~Notes Indenture”), ~~above~~among Parent, anas ~~adjournment~~issuer, the Company, certain other of ~~the~~Parent’s ~~Special~~direct ~~Meeting~~and ~~was~~indirect ~~not~~domestic ~~necessary~~wholly-owned ~~due~~subsidiaries toand Holdings, as guarantors (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the ~~approval~~“Secured ofNotes ~~Proposal~~Trustee”) ~~No.~~and 1as collateral agent (the “Secured Notes Collateral Agent”), pursuant to which Parent issued the New Secured Notes.

~~Pursuant~~The toobligations ~~the~~and ~~terms~~guarantees of ~~the~~Parent ~~Merger~~and ~~Agreement~~the Guarantors, ~~the~~including ~~completion~~those of the ~~Merger~~Company, ~~remains~~under ~~subject~~the toNew ~~various~~Secured ~~customary~~Notes ~~conditions,~~are ~~including~~secured ~~(1)~~by ~~the~~a ~~absence~~first-priority of lien anon ~~order,~~substantially ~~injunction~~all orof ~~law~~the ~~prohibiting~~assets of Parent and the ~~Merger~~Guarantors, ~~(2)~~including the ~~accuracy~~assets of the ~~other party’s representations and warranties~~Company, subject to ~~certain~~customary ~~materiality~~exceptions. ~~standards~~The ~~set~~liens ~~forth~~securing in the ~~Merger~~obligations ~~Agreement,~~and ~~(3)~~guarantees ~~compliance~~of inParent ~~all~~and ~~material~~the ~~respects~~Guarantors, ~~with the~~including ~~other~~those ~~party’s~~of ~~obligations~~the Company, under the ~~Merger~~New ~~Agreement~~Secured ~~and~~Notes ~~(4)~~rank noequally ~~Company~~and ~~Material~~ratably ~~Adverse~~with ~~Effect~~the ~~(as~~liens ~~defined~~securing in the ~~Merger~~obligations ~~Agreement)~~and ~~having~~guarantees ~~occurred~~of ~~since~~such ~~the~~entities ~~date~~under of the ~~Merger~~New Credit Agreement. As ofAccordingly, the ~~date~~guarantees of ~~this~~the ~~Current~~New ~~Report~~Secured onNotes ~~Form~~are ~~8-K,~~effectively senior to any ~~Grace~~ unsecured ~~expects~~indebtedness of the Guarantors to ~~complete~~the extent of the ~~Merger~~value onof ~~September~~the ~~22,~~assets ~~2021~~of the Guarantors securing the guarantees.

~~Item~~The 8Secured Notes Indenture contains covenants that, among other things, limit the ability of Parent and the Guarantors to merge or consolidate with any other entity or sell or convey all or substantially all of their assets, create, incur or assume certain liens, dispose of assets that serve as collateral to secure the New Secured Notes, enter into sale and leaseback transactions with respect to principal properties, and require Parent to provide certain information to the Secured Notes Trustee and holders of the New Secured Notes.01 ~~Other~~The ~~Events~~Secured Notes Indenture provides for customary events of default.

OnThe ~~September~~foregoing ~~17,~~is ~~2021, Grace issued~~ a ~~press~~summary ~~release~~description ~~announcing the adoption~~ of the ~~Merger~~Secured ~~Agreement~~Notes byIndenture ~~its~~and ~~stockholders. A~~does ~~copy~~not ofpurport ~~the~~to ~~press~~be ~~release is attached as Exhibit 99~~complete.~~1 hereto and incorporated herein by reference.~~

Unsecured Notes Supplemental Indenture

On September 22, 2021, the Company entered into a first supplemental indenture (the “Unsecured Notes Supplemental Indenture”), among the Company, the other Guarantors and Wilmington Trust, National Association, as trustee (the “Unsecured Notes Trustee”), to the indenture, dated as of August 25, 2021 (as modified by the Unsecured Notes Supplemental Indenture, the “Unsecured Notes Indenture”), between Parent, as issuer, and the Unsecured Notes Trustee, pursuant to which Parent issued $1,155,000,000 aggregate principal amount of its 5.625% senior notes due August 15, 2029 (the “Unsecured Notes”).

Pursuant to the Unsecured Notes Supplemental Indenture, the Company and the other Guarantors guarantee the obligations of Parent under the Unsecured Notes on an unsecured basis, subject to customary exceptions.

The Unsecured Notes Indenture contains covenants that, among other things, limit the ability of Holdings, Parent and Holdings’ restricted subsidiaries (including the Company) to incur additional debt or issue certain preferred shares, incur liens or use assets as security in other transactions, make certain distributions, investments and other restricted payments and merge or consolidate or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Parent and its restricted subsidiaries and require Parent to provide certain information to the Unsecured Notes Trustee and holders of the Unsecured Notes. In addition, if Parent or any of its restricted subsidiaries (including the Company) sells certain assets, under certain circumstances Parent may be required to offer to purchase the Unsecured Notes at 100% of their aggregate principal amount plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase. These covenants are subject to a number of important customary qualifications and limitations. The Unsecured Notes Indenture provides for customary events of default.

The foregoing is a summary description of the Unsecured Notes Supplemental Indenture and does not purport to be complete.

Item 1.02.

Termination of a Material Definitive Agreement.

On September 22, 2021, in connection with the completion of the Merger and the entry into the New Credit Agreement, all outstanding obligations (other than contingent obligations not presently due and owing) under that certain Credit Agreement, dated as of April 3, 2018, and amended June 1, 2021, by and among the Company and each subsidiary of the Company that is a borrower or guarantor thereunder and is a signatory thereto and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and various lenders party thereto (the “Existing Credit Agreement”), were repaid and all commitments under the Existing Credit Agreement were terminated (the “Refinancing”).

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.

The description of the effects of the Merger Agreement and the transactions contemplated by the Merger Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on April 26, 2021 and which is incorporated herein by reference.

Item 2.03.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth under the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

On September 22, 2021, in connection with the completion of the Merger, the Company notified The New York Stock Exchange (“NYSE”) of the completion of the Merger and requested that NYSE delist the Grace common stock and file with the SEC a notification of removal from listing on Form 25 to report that the Grace common stock will no longer be listed on NYSE. Trading of the Grace common stock on NYSE was suspended prior to the opening of trading on September 22, 2021.

The Company intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), terminating registration of the Grace common stock under Section 12(g) of the Exchange Act and suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth under the Introductory Note and under Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth under the Introductory Note and under Items 1.01, 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the completion of the Merger and at the Effective Time, a change of control of the Company occurred, Merger Sub has been merged with and into the Company, with the Company continuing as the Surviving Corporation, and the Company has become a wholly owned subsidiary of Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 5.02.

In accordance with the terms of the Merger Agreement, and effective as of immediately prior to the Effective Time, each member of the board of directors of the Company (the “Board”) resigned from the Board. The members of the Board who voluntarily resigned immediately prior to the Effective Time consist of Robert F. Cummings, Jr., Diane Gulyas, Julie Fasone Holder, Hudson La Force, Henry R. Slack, Christopher J. Steffen, Mark E. Tomkins and Shlomo Yanai. Such resignations were not because of any disagreement on any matter relating to the Company’s operations, policies or practices.

Immediately following the Effective Time, the following individuals became directors of the Company until the earlier of their death, resignation, incapacity or removal or until successors are duly elected or appointed and qualified: David Millstone, David Winter, Jason Pollack, Hamilton South, Henry Slack and Sam Feinstein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description of Exhibit	Location
99.1	Press Release dated September 17, 2021	Filed herewith
2.1	Agreement and Plan of Merger, dated as of April 26, 2021, by and among W. R. Grace & Co., Gibraltar Acquisition Holdings LLC and Gibraltar Merger Sub Inc.	Exhibit 2.1 to Form 8-K (filed 4/26/21) SEC File No.: 001-13953
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.LAB	Inline XBRL Taxonomy Extension Label Linkbase	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)	Filed herewith

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this communication may contain 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, statements regarding: financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; impact of COVID-19 on Grace’s business; competitive positions; growth opportunities for existing products; benefits from new technology; benefits from cost reduction initiatives; succession planning; markets for securities; the anticipated timing of closing of the Merger and the potential benefits of the Merger. Grace is subject to risks and uncertainties that could cause actual results or events to differ materially from its projections or that could cause forward-looking statements to prove incorrect. Factors that could cause actual results or events to differ materially from those contained in the forward-looking statements include, without limitation: risks related to foreign operations, especially in areas of active conflicts and in emerging regions; the costs and availability of raw materials, energy, and transportation; the effectiveness of Grace’s research and development and growth investments; acquisitions and divestitures of assets and businesses; developments affecting Grace’s outstanding indebtedness; developments affecting Grace’s pension obligations; legacy matters (including product, environmental, and other legacy liabilities) relating to past activities of Grace; its legal and environmental proceedings; environmental compliance costs (including existing and potential laws and regulations pertaining to climate change); the inability to establish or maintain certain business relationships; the inability to hire or retain key personnel; natural disasters such as storms and floods; fires and force majeure events; the economics of our customers’ industries, including the petroleum refining, petrochemicals, and plastics industries, and shifting consumer preferences; public health and safety concerns, including pandemics and quarantines; changes in tax laws and regulations; international trade disputes, tariffs, and sanctions; the potential effects of cyberattacks; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement; the failure to satisfy any of the other conditions to the completion of the Merger; risks relating to the financing required to complete the Merger; the effect of the announcement of the Merger on the ability of Grace to retain and hire key personnel and maintain relationships with its customers, vendors and others with whom it does business, or on its operating results and businesses generally; the effects of the Merger on the integration of the Fine Chemistry Services business acquired by Grace from Albemarle Corporation for approximately $570 million, which was announced by Grace on February 26, 2021 and consummated on June 1, 2021; risks associated with the disruption of management’s attention from ongoing business operations due to the Merger; the ability to meet expectations regarding the timing and completion of the Merger; significant transaction costs, fees, expenses and charges; the risk of litigation and/or regulatory actions related to the Merger; other business effects, including the effects of industry, market, economic, political, regulatory or world health conditions (including new or ongoing effects of the COVID-19 pandemic), and other factors detailed in Grace’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2020 and Grace’s other filings with the SEC, which are available at http://www.sec.gov and on Grace’s website at www.grace.com. Our reported results should not be considered as an indication of our future performance. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Grace undertakes no obligation to release publicly any revisions to our projections and forward-looking statements, or to update them to reflect events or circumstances occurring after the dates those projections and statements are made.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	W. R. GRACE & CO.
	(Registrant)
	By	/s/ Cherée Johnson
		Cherée Johnson
		Senior Vice President, General Counsel, and Secretary
Dated: September 17, 2021
Dated: September 22, 2021

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