5 Oct 2021 18:04
EverArc Holdings Announces Proposed Private Offering of $600 Million Senior Secured Notes
EverArc Holdings Limited (LSE: EVRA / EVWA) ("EverArc"), a company incorporated under the laws of the British Virgin Islands, today announced that EverArc Escrow S.à.r.l., a wholly owned subsidiary of EverArc Holdings Limited, plans to offer, subject to market and other conditions, $600 million in aggregate principal amount of senior secured notes due 2029 (the "Notes"), in a private offering that is exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, in connection with the previously announced acquisition of SK Invictus Intermediate S.à.r.l. ("Perimeter Solutions") Upon the closing of the acquisition, the Notes will be assumed by Perimeter Solutions, which, after the closing of the acquisition, will be a wholly-owned subsidiary of Perimeter Solutions, SA.
The proceeds of the Notes offering will be used, together with funds from other sources to, repay certain outstanding indebtedness of Perimeter Solutions in connection with the closing of the acquisition. The proceeds of the Notes offering will be held in escrow until satisfaction of the conditions precedent to the acquisition and certain other escrow release conditions.
Following the closing of the acquisition, the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by, subject to certain exclusions, all of Perimeter Solution's existing or future restricted subsidiaries that guarantee Perimeter Solution's Revolving Credit Facility. The Notes and the Note guarantees will be secured, subject to permitted liens, by a first-priority security interest in substantially all present and hereafter acquired property and assets of Perimeter Solutions and the guarantors, which also constitutes collateral securing indebtedness under the Revolving Credit Facility.
About EverArc Holdings Limited
EverArc Holdings Limited (LSE: EVRA / EVWA) is a publicly-listed acquisition company that was formed in November 2019 to undertake an acquisition of a target company or business.
About Perimeter Solutions
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.
FORWARD LOOKING STATEMENTS AND DISCLAIMERS
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. Certain statements in this announcement are forward-looking statements which are based on EverArc's expectations, intentions and projections regarding Perimeter Solutions' future performance, anticipated events or trends and other matters that are not historical facts, including: (i) expectations regarding the anticipated closing date of the Notes offering or the acquisition; and (ii) expectations regarding funding of the acquisition. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including: (i) economic and market conditions, competition, operating difficulties and other risks that may affect Perimeter Solutions' and/or EverArc's future performance; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into among the parties thereto in connection with the acquisition; (iii) the risk that securities markets will react negatively to the Notes offering, the acquisition or other actions by EverArc, Perimeter Solutions and/or the combined company after completion of the Notes offering or the acquisition; (iv) the risk that the acquisition disrupts current plans and operations as a result of the announcement and consummation of the acquisition; (v) the ability to recognise the anticipated benefits of the acquisition and of Perimeter Solutions to take advantage of strategic opportunities; (vi) costs related to the acquisition; (vii) the limited liquidity and trading of EverArc's securities; (viii) the ability of EverArc to successfully effect a listing of Perimeter Solutions S.A.'s securities on a U.S.-based exchange in the anticipated timeframes; (ix) Perimeter Solutions' ability to drive growth and to sustain such growth; (x) EverArc's ability to raise additional proceeds on acceptable terms; (xi) changes in applicable laws or regulations (or the interpretation thereof); (xii) the possibility that EverArc and/or Perimeter Solutions may be adversely affected by other economic, business, and/or competitive factors; and (xiii) other risks and uncertainties.
Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements may, and often do, differ materially from actual results. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law or regulation, neither EverArc nor Perimeter Solutions undertake any obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this announcement constitutes or should be construed as constituting a profit forecast.
The Notes and related guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Accordingly, the Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is an advertisement and not a prospectus.
This announcement is and will be only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation 2017/1129 as amended). In the United Kingdom, this announcement is directed only at qualified investors as defined in Article 2 of Regulation (EU) 2017/1129, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union Withdrawal Agreement) Act 2020, who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth bodies corporate, unincorporated associations and partnerships and the trustees of high value trusts, as described in Article 49(2) of the Order or (iii) other persons to whom it may lawfully be communicated. Under no circumstances should persons of any other description rely or act upon the contents of this announcement.