TIDMEVRA
RNS Number : 1209O
EverArc Holdings Limited
05 October 2021
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.
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END
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