United States securities and exchange commission logo
October 22, 2021
Haitham Khouri
Chief Executive Officer and Director
Perimeter Solutions, SA
12E rue Guillaume Kroll, L-1882 Luxembourg
Grand Duchy of Luxembourg
Re: Perimeter
Solutions, SA
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 8,
2021
File No. 333-259237
Dear Mr. Khouri:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 29, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4, Filed October 8,
2021
Summary of the Prospectus, page 1
1. We note your response
to our prior comment 1. The sections EverArc s Board of
Directors Reasons
for the Approval of the Business Combination, Description of
Holdco s Securities
and Shareholder Rights Following the Business Combination
provide only
cross-references to other sections of the document and do not actually
summarize the
information provided in those sections. Please revise to provide a
substantive summary of
the applicable material information for these sections.
Haitham Khouri
FirstName LastNameHaitham Khouri
Perimeter Solutions, SA
Comapany
October 22,NamePerimeter
2021 Solutions, SA
October
Page 2 22, 2021 Page 2
FirstName LastName
The Business Combination, page 10
2. We note herein, on page 11 and elsewhere the disclosure that SK
Holdings will receive
approximately $1.9 billion in cash subject to customary adjustments
for working capital,
transaction expenses, cash and indebtedness, and 10,000,000 Holdco
Preferred Shares
valued at $100 million, such that the purchase price for Perimeter
would be valued at $2.0
billion. However, in connection with your revision to the purchase
price allocation
identified in your response to comment 9 in our letter dated September
29, 2021, the cash
to be conveyed to SK Holdings is now $1.3 billion as shown on page 68,
which would
alter the total purchase consideration. Please revise or advise.
Interests of Certain Persons in the Business Combination, page 14
3. We note your response to our prior comment 3 and your disclosure that
the EverArc
Founder Entity will earn an advisory fee even if Holdco s public
shareholders earn a
negative return following the consummation of the Business
Combination. Please revise
to clarify if the EverArc Founder Entity and its affiliates can earn a
positive rate of return
on their investment (for example, in the EverARC Founder Shares), even
if other
shareholders experience a negative rate of return in the post-business
combination
company.
Organizational Structure, page 18
4. We note that your NEOs hold Co-Invest Units in the Parent, who will be
the direct parent
of SK Invictus Holdings S.a.r.l, who will hold your preferred shares,
which are entitled to
a Preferential Dividend each year. Please revise the graphic on pages
19 and 90, and
elsewhere as appropriate, to clarify the indirect economic interest
the NEOs will have in
you after consummation of the Business Combination.
The Business Combination
Background of the Business Combination, page 74
5. We note your response to our prior comment number 10. Pages 74-75
currently reflect a
high level summary of the majority of the 200 potential targets.
Please revise pages 74-75
to provide the following information with respect to a smaller number
of your most
material targets, meaning those who you advanced the furthest in the
process, such as the
limited number you entered confidentiality agreements with: the
industry and size of
such companies, the stage of negotiations with such companies, and, if
in negotiations,
why discussions ended. Provide such information on a company-specific
basis.
Haitham Khouri
FirstName LastNameHaitham Khouri
Perimeter Solutions, SA
Comapany
October 22,NamePerimeter
2021 Solutions, SA
October
Page 3 22, 2021 Page 3
FirstName LastName
6. We note your response to our prior comment 11. Page 78 was revised to
include a list of
certain terms agreed to by the parties. Please revise to describe the
material terms for any
proposals and subsequent proposals and counter offers and in doing so
specifically state
which party proposed a term and which party proposed each
counterproposal, identifying
the source of each. The disclosure should provide shareholders with an
understanding of
how, when, and why the material terms of your proposed transaction
evolved.
7. We note your response to our prior comment number 12, which we reissue
in part. In
connection with the projected financial information on page 87, state
whether, and if so,
how, the passage of time was considered in relation to the five-year
projection period. If it
was not considered, include a negative statement to that effect.
Additionally, page 79 still
says your management team considered financial projections as well as
analysis regarding
comparable target companies and research on comparable transactions.
Please provide
tabular disclosure of the results of the comparable company analysis
and comparable
transactions analysis performed by management. The table should
include each metric that
was compared and present those metrics for each of the comparable
companies and
transactions, as well as for the the company post-business combination
and the pending
transaction in this case.
Compensation Discussion and Analysis of Perimeter, page 156
8. On page 162 you state that all unpaid principal and interest owed upon
the Co-Invest
Notes will become due and payable on the earlier to occur of (x) the
Named Executive
Officer s separation from employment and (y) a specified date set
forth in the Co-Invest
Agreement. Please revise page 162 to provide the date specified in the
Co-Invest
Agreement and the principal amount of Co-Invest Notes outstanding.
Please also state the
amount of Class A Units held by NEOs.
Potential Payments Upon Termination or Change in Control, page 166
9. We note your statements in response to our prior comment 23 and on
page166 that the
Incentive Units held by the Named Executive Officers will vest in full
in connection with
the business combination and that each Named Executive Officer "will
receive payments"
in respect of his vested Incentive Units. Please revise your
disclosure to clearly quantify
the payments related to the accelerated vesting of the Incentive
Units.
Description of Holdco's Securities, page 179
10. On page 181 you state: If Holdco fails to redeem the Holdco
Preferred Shares at the
defined maturity date, the Preferential Dividend rate will permanently
increase to the
interest rate currently being paid (whether default or not) under the
Senior Credit
Agreement plus 10%. Please revise to state the redemption mechanics
of the Preferred
Shares and the defined maturity date.
Haitham Khouri
FirstName LastNameHaitham Khouri
Perimeter Solutions, SA
Comapany
October 22,NamePerimeter
2021 Solutions, SA
October
Page 4 22, 2021 Page 4
FirstName LastName
EverArc Financial Statements, page F-58
11. Please clarify for us how these financial statements comply with the
guidance in Article 3-
12 of Regulation S-X.
Exhibits
12. Please have counsel revise the legality opinion filed as Exhibit 5.1.
Specifically, counsel
must revise the following opinion: The Holdco Ordinary Shares and
the Holdco
Preferred Shares have been or will be authorized for issuance to
state that the Holdco
Ordinary Shares and the Holdco Preferred Shares have been authorized
for issuance. Refer
to II.B.3.a of Staff Legal Bulletin No. 19 regarding impermissible
assumptions.
Additionally, we note that the opinion covers the legality of the
Holdco Warrant
Instrument, counsel must revise the opinion to cover legality of the
Holdco Warrants
themselves. Refer to II.B.1.f of Staff Legal Bulletin No. 19.
You may contact Jenn Do at 202-551-3743 or Al Pavot at 202-551-3738 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Margaret Schwartz at 202-551-7153 or Laura Crotty at 202-551-7614 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Flora Perez, Esq.