LONDON, UK: EverArc Holdings Limited has entered into a definitive agreement with SK Invictus Holdings S.à.r.l. to acquire 100% of SK Invictus Intermediate S.à.r.l., the ultimate parent company of Perimeter Solutions, a leading global manufacturer of high-quality firefighting products and lubricant additives, in a transaction valued at approximately $2 billion, consisting of cash and preferred shares.

Upon closing of the Transaction, it is intended that W. Nicholas Howley and William Thorndike, Jr., the Co-Chairmen of EverArc, will serve as Co-Chairmen of the combined business. The Company’s current management team, led by Edward Goldberg, will continue to lead Perimeter Solutions post-closing of the Transaction.

The purchase consideration payable in connection with the Transaction is expected to be funded from a combination of: (i) EverArc’s existing cash balances raised at the time of its launch in December 2019 and in a follow-on equity placing in January 2020 of approximately $400 million;

(ii) additional proceeds of $1.15 billion which EverArc has raised from an equity issuance to a limited group of institutional shareholders, including The WindAcre Partnership, Tiger Global, Tiger Eye Capital, Meritage Fund LLC, Select Equity Group, L.P., Eminence Capital, LP, Berkshire Partners / Stockbridge, Matrix Capital Management, Janus Henderson Investors, and Aligned Investors (A Principal Global Investors Boutique), which is conditional upon the closing of the Transaction (the “Private Placement”);

(iii) committed loan facilities in an aggregate amount of $600 million; and (iv) the issuance of $100 million of preferred equity to SK.

The Boards of Directors of EverArc and the Company have each approved the proposed Transaction. Closing of the Transaction, which is expected to take place in Q4 2021, is subject to customary conditions.

Upon closing, EverArc will undertake a reorganisation pursuant to which it and the Company will become the wholly owned subsidiaries of a newly formed Luxembourg company, Perimeter Solutions S.A..

Prior to closing of the Transaction, Perimeter Solutions S.A. will file a registration statement with the SEC and apply for listing of its ordinary shares and warrants on a U.S.-based stock exchange.

It is anticipated that in connection with the closing of the Transaction, EverArc will request the cancellation of the listing of its ordinary shares and warrants on the Official List of the Financial Conduct Authority (FCA) and trading on the London Stock Exchange.

The Valence Group of Piper Sandler and Morgan Stanley & Co. LLC acted as financial advisors to EverArc and Greenberg Traurig LLP acted as English and US legal advisor and Maples and Calder acted as BVI and Luxembourg legal advisor to EverArc in relation to the Transaction.

Kirkland & Ellis acted as legal advisor to SK Capital Partners. Morgan Stanley & Co. International plc and UBS Investment Bank acted as placement agents to EverArc in relation to the Private Placement. The placement agents to Everarc were represented in relation to the Private Placement by Herbert Smith Freehills as to English and US law.

EverArc Holdings Limited is a publicly-listed acquisition company that was formed in November 2019 to undertake an acquisition of a target company or business.

Perimeter Solutions is a leading global manufacturer of high-quality firefighting products and lubricant additives. The Fire Safety business includes formulation and manufacturing of fire management products along with services and pre-treatment solutions for managing wildland, military, industrial and municipal fires.

The Oil Additives business produces high quality phosphorous pentasulfide (“P2S5”) utilised in the preparation of zinc dialkyldithiophosphate (“ZDDP”) based lubricant additives, providing critical anti-wear solutions for end customers. Across both businesses, Perimeter Solutions provides world class technology, proprietary formulations, leading innovation, high levels of service and supply chain expertise. Further information about Perimeter Solutions is set out in the Annex to this announcement.

SK Capital is a private investment firm with a disciplined focus on the specialty materials, chemicals and pharmaceuticals sectors. The firm seeks to build strong and growing businesses that create substantial long-term value.

SK Capital aims to utilise its industry, operating and investment experience to identify opportunities to transform businesses into higher performing organisations with improved strategic positioning, growth and profitability as well as lower operating risk. SK Capital’s portfolio of businesses generates revenues of approximately $11 billion annually, employs more than 16,000 people globally and operates 150 plants in 28 countries.

Everarc Holdings Ltd

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16 Jun, 8:03 am GMT+2 · Disclaimer

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