Perimeter Solutions, a leading global manufacturer of high-quality firefighting products and lubricant additives, have announced an agreement in which EverArc Holdings Ltd, a publicly-listed acquisition company with fully committed capital, will acquire Perimeter Solutions from SK Invictus Holdings S.à.r.l., an affiliate of funds advised by SK Capital Partners, LP (“SK Capital”) in a transaction valued at approximately $2 billion.

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

“This transaction is a great opportunity for Perimeter Solutions to partner with an experienced team with an extensive operating and investing track record,” said Perimeter Solutions CEO Edward Goldberg. “EverArc’s fully committed capital provides Perimeter Solutions access to resources to further enhance our integrated product and service offering and, most importantly, provide crucial protection to communities around the world and peace of mind to our customers as they increasingly rely on our services. We thank SK Capital for our successful and collaborative partnership and are excited to join forces with a unique partner like EverArc.”

“Perimeter Solutions’ comprehensive, safe and effective wildfire prevention and suppression technology is more critical than ever as the severity of wildfires unfortunately shows a steady increase around the world,” said EverArc Holdings Founder Haitham Khouri. “The Company’s unwavering focus on consistent innovation, exceptional service and strong and durable relationships with key customers have all contributed to its unmatched success. As a public company, Perimeter Solutions will have even greater, long-term access to additional debt and equity capital. We look forward to partnering with Eddie and the rest of Perimeter’s talented team in the Company’s next phase of growth.”

“EverArc’s goal is to give our shareholders private equity-like returns with the liquidity and long-term focus of a public market,” said W. Nicholas Howley and William N. Thorndike, Jr., Founders and Co-Chairmen of EverArc. “To do so, we target specific economic criteria, including: recurring revenue streams; long-term secular growth tailwinds; high-value yet low-cost products and services; high returns on tangible capital; and accretive growth through acquisitions. We believe that Perimeter Solutions is an excellent fit with our target criteria and look forward to supporting the Company’s growth objectives.”

“We have been delighted to partner with the management and employees of Perimeter Solutions over these past three years. Since our acquisition, we have successfully transitioned what was previously a non-core segment within a public company into a thriving standalone organization, with an uncompromising commitment to the highest quality, safety, and reliability standards. The Company has grown significantly during ‎our ownership, driven by investments in innovation and commercial excellence, as well as five highly strategic add-on acquisitions,” said Aaron Davenport, a Managing Director of SK Capital. “We believe Eddie and the Perimeter Solutions management team are well-positioned to carry this momentum forward and we wish them all the best under EverArc’s ownership.”

Transaction financing is fully committed and, consistent with EverArc’s structure, is not subject to shareholder approval. The transaction is expected to close in Q4 2021, subject to customary closing conditions. EverArc will now begin the process to transition its public listing from London to New York, where the combined entity is expected to begin trading in Q4 2021.

The Valence Group of Piper Sandler and Morgan Stanley 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 LLP acted as legal advisor to SK Capital Partners. Morgan Stanley and UBS acted as placement agents in relation to the Private Placement.