Perimeter Solutions entered into a definitive?agreement to acquire EverArc Holdings Limited (LSE:EVRA) for $2 billion in a reverse merger transaction on June 15, 2021. The consideration paid will consist of cash and preferred shares. In the context of such merger, all EverArc Ordinary Shares outstanding immediately prior to the merger shall be exchanged for the right to receive Perimeter Solutions shares. The consideration will be funded from a combination of EverArc's existing cash balances, a follow-on equity placing of approximately $400 million, $1.15 billion raised from an equity issuance, committed loan facilities of $600 million and issuance of $100 million of preferred equity to SK Invictus Holdings S.?.r.l. EverArc entered into a debt commitment letter with Morgan Stanley Senior Funding, Inc., Barclays Bank PLC and Goldman Sachs Bank USA for a five-year first lien senior secured revolving credit facility in an aggregate committed amount of $100 million to fund the cash portion of acquisition. EverArc Holdings subsidiary also conducted a private offering of secured notes of $675 million to repay certain outstanding indebtedness of Perimeter Solution. Upon closing, EverArc and Perimeter will become the wholly?owned?subsidiaries of a newly formed Luxembourg company, Perimeter Solutions S.A. which will apply for listing of its ordinary shares and warrants on a U.S.-based stock exchange. Also, EverArc will request the cancellation of the listing of its ordinary shares and warrants?trading on the London Stock Exchange. As of October 7, 2021, EverArc Holdings Limited has provided notice about its intention to cancel the listing of ordinary shares and warrants trading on the London Stock Exchange. In the event that the Business Combination Agreement is validly terminated under certain circumstances, EverArc will be obligated to pay $50 million.
Upon closing of the?transaction, W. Nicholas Howley and William Thorndike, Co-Chairmen of EverArc, will serve as Co-Chairmen of the?combined?business and Perimeter's current management team, led by Edward Goldberg, will continue to lead Perimeter. The transaction is subject to customary closing conditions including the Registration Statement will have been declared effective under the Securities Act, all waiting periods applicable to the consummation of the Business Combination under the HSR Act (or any extension thereof) will have expired or been terminated, Perimeter ordinary Shares will have been approved for listing on the NYSE or Nasdaq. The Boards of Directors of EverArc and Perimeter have each approved the transaction. As of July 8, 2021, the board of directors of EverArc sent a formal notice of approval of merger to its shareholders. The?30-day?HSR waiting period expired on July?30, 2021. As per update on October 7, 2021, transaction will be completed post cancellation of listing of shares and warrants on London Stock Exchange. As of November 8, 2021, the registration statement has been declared effective. The transaction is expected to close in fourth quarter of 2021. As of November 8, 2021, the transaction is expected to close on November 8, 2021.
The Valence Group, LLC and Morgan Stanley (NYSE:MS) 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. Anton Goldstein and Nicholas Kuria of Conyers Perimeter Solutions and Jeremy Liss, Jeffrey Fine, John Kosir, Tim Cruickshank, Matthew S. Arenson, Benjamin Schreiner, David Mannion, David Holdsworth, Stuart Boyd, Francesca Harris and Thomas Wilson of Kirkland & Ellis acted as legal advisors to SK Capital Partners. Piper Sandler Companies (NYSE:PIPR) acted as financial advisor to EverArc. Tom O?Neill and Mike Flockhart of Herbert Smith Freehills LLP acted as legal advisors to EverArc Holdings Limited. Computershare Investors Services (BVI) Ltd. acted as registrar to EverArc Holdings Limited.