PRM Perimeter Solutions Sa

Item 1.01. Entry into a Material Definitive Agreement.

Revolving Credit Facility

In connection with the consummation of the Business Combination, SK Invictus Intermediate II S.à r.l., a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (“Invictus II”) and a direct wholly owned subsidiary of the Company, as borrower, entered into a five-year revolving credit facility (the “Revolving Credit Facility”), which provides for a senior secured revolving credit facility in an aggregate principal amount of up to $100.0 million.

The Revolving Credit Facility matures on November 9, 2026. The Revolving Credit Facility includes a $20.0 million swingline sub-facility and a $25.0 million letter of credit sub-facility. The Revolving Credit Facility allows Invictus II to increase commitments under the Revolving Credit Facility up to an aggregate amount not to exceed the greater of (i) $143.0 million and (ii) 100.00% of consolidated EBITDA for the most recent four-quarter period (minus the aggregate outstanding principal amount of certain ratio debt permitted to be incurred thereunder). All borrowings under the Revolving Credit Facility are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties, subject to certain exceptions.

Borrowings under the Revolving Credit Facility bear interest at a rate equal to (i) an applicable margin, plus (ii) at Invictus II’s option, either (x) LIBOR determined by reference to the cost of funds for U.S. dollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs (but which will not be less than a 0.00% LIBOR floor) or (y) a base rate determined by reference to the highest of (a) the prime commercial lending rate published by the Wall Street Journal, (b) the federal funds rate plus 0.50%, (c) the one-month LIBOR rate plus 1.00% and (d) a minimum floor of 1.00%. The applicable margin is 3.25% in the case of LIBOR based loans and 2.25% in the case of base rate based loans, with two step downs of 0.25% each based upon the achievement of certain leverage ratios.

In addition, on a quarterly basis, Invictus II will be required to pay each lender under the Revolving Credit Facility a commitment fee of 0.50% in respect of the unused portion of the commitments under the Revolving Credit Facility, which fee will be subject to two step downs of 0.125% based upon the achievement of certain leverage ratios. Invictus II will be required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR borrowings on the dollar equivalent of the face amount of each undrawn letter of credit, plus such letter of credit issuer’s customary administration and issuance fees and charges and a fronting fee in an amount equal to 0.125% per annum of the face amount of each letter of credit.

Solely to the extent that on the last day of the applicable fiscal quarter, the utilization of the Revolving Credit Facility (excluding cash collateralized letters of credit and up to $10.0 million of undrawn letters of credit) exceeds 40% of the aggregate commitments, the Revolving Credit Facility requires compliance on a quarterly basis with a maximum secured net leverage ratio of 7.50:1.00. In addition, for purposes of determining compliance with such financial maintenance covenant for any fiscal quarter, Invictus II will be able to exercise an equity cure by Invictus II issuing certain permitted securities for cash or otherwise receiving cash contributions to the capital of Invictus II that will, upon the receipt by Invictus II of such cash, be included in the calculation of consolidated EBITDA solely for the purpose of such financial maintenance covenant. Invictus II will not be able to exercise the equity cure right in more than two fiscal quarters during any period of four consecutive fiscal quarters or more than five fiscal quarters during the term of the Revolving Credit Facility. Under the Revolving Credit Facility, Invictus II may also be required to meet specified leverage ratios in order to take certain actions, such as incurring certain debt or making certain acquisitions. In addition, the Revolving Credit Facility includes a customary holding company covenant that restricts the activities of Invictus II and other negative covenants, subject to certain exceptions, restricting or limiting Invictus II’s ability and the ability of its restricted subsidiaries to, among other things: (i) make non-ordinary course dispositions of assets; (ii) participate in certain mergers and acquisitions; (iii) pay dividends or make distributions and stock repurchases and optional redemptions (and optional prepayments) of certain subordinated, junior lien or unsecured debt; (iv) incur, assume or guarantee indebtedness; (v) make certain loans and investments; (vi) grant, assume or incur liens; (vii) transact with affiliates; (viii) change its business and the business of its restricted subsidiaries; or (ix) enter into negative pledges or restrictions on its ability or the ability of restricted subsidiaries to pay dividends, make distributions, repay or guarantee indebtedness, or make intercompany investments or transfers.

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The Revolving Credit Facility is fully and unconditionally guaranteed by the Company and each of Invictus II’s existing and future wholly-owned material restricted subsidiaries (subject to certain exceptions), and is secured by a first priority lien (subject to certain permitted liens) on substantially all of Invictus II’s and each of the guarantors’ existing and future property and assets (subject to certain exceptions).

The foregoing description of the Revolving Credit Facility is a summary only and is qualified in its entirety by reference to the Revolving Credit Facility, a copy of which is attached as Exhibit 10.15 to this Current Report on Form 8-K and is incorporated herein by reference.

Senior Notes

In order to finance a portion of the cash consideration payable in the Business Combination and the costs and expenses incurred in connection therewith, on October 5, 2021, EverArc Escrow S.à r.l. (“Escrow Issuer”), a newly-formed limited liability company governed by the laws of the Grand Duchy of Luxembourg and a wholly owned subsidiary of EverArc, launched a private offering of $675,000,000 principal amount of 5.000% senior secured notes due 2029 (the “Senior Notes”) pursuant to that certain Indenture dated as of October 22, 2021 (“Indenture”) between Invictus II and U.S. Bank National Association, as Trustee and Collateral Agent (the “Trustee”). Upon the consummation of the Business Combination, Invictus II assumed the Escrow Issuer’s obligations under the Senior Notes.

The Senior Notes bear interest at an annual rate of 5.000%. Interest on the Senior Notes is payable in cash semi-annually in arrears on April 30 and October 30 of each year, commencing on April 30, 2022.

The Senior Notes are general, secured, senior obligations of Invictus II; rank equally in right of payment with all existing and future senior indebtedness of Invictus II (including, without limitation, the Revolving Credit Facility); and together with the Revolving Credit Facility, are effectively senior to all existing and future indebtedness of Invictus II that is not secured by the collateral. The Senior Notes are effectively subordinated to all existing and future indebtedness of Invictus II that is secured by assets other than the collateral, to the extent of the collateral securing such indebtedness, are structurally subordinated to all existing and future indebtedness, claims of holders of any preferred stock that may be issued by, and other liabilities of, subsidiaries of Invictus II that do not guarantee the Senior Notes. The Senior Notes are senior in right of payment to any future subordinated indebtedness of Invictus II and are initially guaranteed on a senior secured basis by the guarantors and will also be guaranteed in the future by each subsidiary, if any, that guarantees indebtedness under the Revolving Credit Facility.

The Senior Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of Invictus II’s existing or future restricted subsidiaries (other than certain excluded subsidiaries) that guarantee the Revolving Credit Facility.

The foregoing description of the Indenture and Senior Notes are summaries only and are qualified in their entirety by reference to the Indenture, a copy of which is attached as Exhibit 4.5 to Amendment No. 2 to the Registration Statement on  Form S-4 (File No.  333-259237), filed with the SEC on October 25, 2021, which is incorporated herein by reference.

Escrow Agreement

In connection with the consummation of the Business Combination, EverArc entered into an escrow agreement (the “Escrow Agreement”) with SK Holdings and Wilmington Trust, N.A., a national banking association, as escrow agent, which provides that approximately $7,600,000 of the cash consideration be held in escrow pending a determination of the post-Closing purchase price adjustments under the Business Combination Agreement.

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The foregoing description of the Escrow Agreement is qualified in its entirety by the full text of the Escrow Agreement, a copy of which is attached as Exhibit 10.14 to this Current Report on Form 8-K and incorporated herein by reference.

Holdco Warrant Instrument

In connection with the consummation of the Business Combination, Holdco entered into the Holdco Warrant Instrument with Computershare Inc., as warrant agent (the “Warrant Agent”) to, among other things, assume EverArc’s obligations under the existing EverArc Warrant Instrument. Pursuant to the Holdco Warrant Instrument, the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the EverArc Warrant Instrument arising from and after the Merger Effective Time.

Each Holdco Warrant is exercisable in multiples of four to purchase one whole Holdco Ordinary Share. The exercise price is $12.00 per Holdco Ordinary Share, subject to adjustment as described in the Holdco Warrant Instrument. A Holdco Warrant may be exercised at any time prior to 5:00 p.m., New York time on the earlier to occur of: (x) the date that is three (3) years after the date on which the Business Combination is completed or (y) such earlier date as determined by the Holdco Warrant Instrument provided that if such day is not a trading day, the trading day immediately following such day.

The foregoing description of the Holdco Warrant Instrument is a summary only and is qualified in its entirety by reference to the Holdco Warrant Instrument, a copy of which is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Assignment and Assumption Agreement – Founder Advisory Agreement

In connection with the consummation of the Business Combination, the Company, EverArc and the EverArc Founder Entity entered into an Assignment and Assumption Agreement (the “Founder Assignment Agreement”) pursuant to which the Company assumed, and agreed to pay, perform, satisfy and discharge in full, all of EverArc’s liabilities and obligations under the Founder Advisory Agreement.

In December 2019, EverArc entered into the Founder Advisory Agreement with the EverArc Founder Entity, which is owned and operated by the EverArc Founders. Under the Founder Advisory Agreement, the Founder Entity agreed, at the request of EverArc (and only to such extent as is mutually agreed): (i) prior to consummation of its initial business combination, to assist with identifying target opportunities, due diligence, negotiation, documentation and investor relations with respect to the initial business combination and (ii) following the Business Combination, to provide strategic and capital allocation advice and such other services as may from time to time be agreed.

In exchange for the services provided thereunder, the EverArc Founder Entity will be entitled to receive both a variable amount (the “Variable Annual Advisory Amount”) and a fixed amount (the “Fixed Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”), each as described below:

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Each Advisory Amount, as applicable, will be paid on the relevant Payment Date in Holdco Ordinary Shares or partly in cash, at the election of the EverArc Founder Entity provided that at least 50% of such Advisory Amount payable is paid in Holdco Ordinary Shares. The EverArc Founders have advised Holdco that their intention is to elect, via the EverArc Founder Entity, to receive any Advisory Amounts payable in Holdco Ordinary Shares and for any cash element (which will be calculated using the Payment Price) to only be such amount as is required to meet any related taxes. The amounts used for the purposes of calculating the Advisory Amounts and the relevant numbers of Holdco Ordinary Shares are subject to adjustment to reflect any split or reverse split of the outstanding Holdco Ordinary Shares after the date of the closing of the Business Combination.

The Founder Advisory Agreement will remain in effect through December 31, 2031 unless terminated earlier in accordance with its terms. The Founder Advisory Agreement may be terminated by EverArc at any time if the EverArc Founder Entity engages in any criminal conduct or in willful misconduct which is harmful to EverArc (as determined by a court of competent jurisdiction in the State of New York). In addition, the Founder Advisory Agreement can be terminated at any time following consummation of the Business Combination (i) by the EverArc Founder Entity if Holdco ceases to be traded on the NYSE; or (ii) by the EverArc Founder Entity or Holdco if there is (A) a Sale of the Company (as defined in the Founder Advisory Agreement) or (B) a liquidation of Holdco.

Subject to certain limited exceptions, the EverArc Founder Entity’s liability for losses in connection with the services provided is excluded and Holdco will have agreed to indemnify the EverArc Founder Entity and its affiliates in relation to certain liabilities incurred in connection with acts or omissions by or on behalf of Holdco or the EverArc Founder Entity. If the Founder Advisory Agreement is terminated under (i) or (ii)(A) above, Holdco will pay the EverArc Founder Entity an amount in cash equal to: (a) the Fixed Annual Advisory Amount for the year in which termination occurs and for each remaining year of the term of the agreement, in each case at the Payment Price; and (b) the Variable Annual Advisory Amount that would have been payable for the year of termination and for each remaining year of the term of the agreement. In each case the Payment Price in the year of termination will be calculated on the basis of the Payment Year ending on the trading day immediately prior to the date of termination, save that in the event of a Sale of Holdco, the Payment Price will be calculated on the basis of the amount paid by the relevant third party (or cash equivalent if such amount is not paid in cash). For each remaining year of the term of the agreement the Payment Price in each case will increase by 15% each year. No account will be taken of any Payment Price in any year preceding the termination when calculating amounts due on termination. Payment will be immediately due and payable on the date of termination of the Founder Advisory Agreement. On the entry into liquidation of Holdco, an Advisory Amount will be payable in respect of a shortened year which will end on the trading day immediately prior to the date of commencement of liquidation.

The foregoing descriptions of the Founder Assignment Agreement and Founder Advisory Agreement are summaries only and are qualified in their entirety by reference to (1) the Founder Assignment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference and (2) the Founder Advisory Agreement, a copy of which is attached as Exhibit 10.3 to Amendment No. 1 to the Registration Statement on  Form S-4 (File No.  333-259237), filed with the SEC on October 8, 2021 (“Amendment No. 1”), which is incorporated herein by reference.

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Employment Agreements

In connection with the consummation of the Business Combination, the Company entered into Employment Agreements with each of the Named Executive Officers (as defined below). See a description of the Employment Agreements below under “Item 2.01 – Completion of Acquisition or Disposition of Assets—Post-Closing Compensation of Executive Officers and Directors – Employment Agreements”. The description of the Employment Agreements are summaries only and are qualified in their entirety by reference to the Employment Agreements, copies of which are attached as Exhibits 10.5, 10.6 and 10.7 to Amendment No. 1, which are incorporated herein by reference.

Non-Compete Agreements

In connection with the execution of the Subscription Agreements entered into with the Management Subscribers, EverArc, the Company and each Management Subscriber entered into certain Non-Compete Agreements (the “Non-Compete Agreements”) which placed restrictive employment covenants on such Management Subscriber for a period of three years following the Closing Date. These covenants include a covenant (i) not to compete anywhere SK Holdings (directly or through any subsidiary of SK Holdings) conducts its business as of the Closing Date, (ii) not to solicit or transact with any customers or suppliers of the SK Holdings (or any subsidiary of SK Holdings) fire safety and oil additives business, (iii) not to cause any customers or suppliers of the SK Holdings (or any subsidiary of SK Holdings) fire safety and oil additives business to cease doing business with or terminate their respective relationships with SK Holdings, (iv) not to solicit for employment or hire any employees of SK Holdings or its subsidiaries for at least six months following the termination of their employment with SK Holdings and (v) not to disclose any Confidential Information (as defined in the Business Combination Agreement) of SK Holdings.

The description of the Non-Compete Agreements is a summary only and is qualified in its entirety by reference to the Non-Compete Agreement, copies of which are attached as Exhibits 10.8, 10.9, 10.10, 10.11, 10.12 and 10.13 to Amendment No. 1, which are incorporated herein by reference.

The Business Combination Agreement can be found as Annex A to the definitive prospectus (the “Prospectus”) filed by the Company with the SEC on November 5, 2021, and a description thereof can be found in the section titled “The Business Combination Agreement” beginning on page 95 of the Prospectus, both of which are incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

References in this section to “we,” “our,” “us,” and the “Company” generally refer to Perimeter and its consolidated subsidiaries prior to the Business Combination and Holdco and its consolidated subsidiaries after giving effect to the Business Combination.

This document contains “forward-looking statements” within the meaning of the federal securities laws. Such statements include, but are not limited to, statements about future financial and operating results, the Company’s, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding our industry and market sizes, future opportunities for us and our estimated future results and the Business Combination. Such forward-looking statements are based upon the current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in our reports filed with the SEC and those identified elsewhere in this Current Report, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as such information is based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about the Company or the date of such information in the case of information from persons other than the Company, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date hereof except as may be required under applicable securities laws. Forecasts and estimates regarding our industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part.

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Business

The business of Perimeter prior to the Business Combination is described in the Prospectus in the section entitled “Information about Perimeter” beginning on page 132 thereof, which is incorporated herein by reference.

Risk Factors

The risk factors related to the Company’s business and operations are described in the Prospectus in the section entitled “Risk Factors” beginning on page 29, which is incorporated herein by reference.

Selected Historical Information

Perimeter’s selected historical consolidated statements of operations and cash flows information for the year ended December 31, 2020 and the six-months ended June 30, 2021, and its selected historical consolidated balance sheet information as of December 31, 2020 and June 30, 2021 are included in the Prospectus in the section titled “Selected Historical Financial Data of Perimeter” beginning on page 27 of the Prospectus, which are incorporated herein by reference.

EverArc’s selected historical consolidated statements of operations and cash flows information for the period from November 8, 2019 (inception) to October 31, 2020 and the six-months ended April 30, 2021, and its selected historical consolidated balance sheet information as of October 31, 2020 and April 30, 2021 are included in the Prospectus in the section titled “Selected Historical Financial Data of EverArc” beginning on page 26 of the Prospectus, which are incorporated herein by reference.

Unaudited Pro Forma Condensed Consolidated Combined Financial Information

The unaudited pro forma condensed consolidated combined financial information of the Company for the year ended December 31, 2020 and as of and for the six months ended June 30, 2021 is included in the Prospectus beginning on page 65, which is incorporated herein by reference.

Perimeter Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of financial condition and results of operations of Perimeter prior to the Business Combination is included in the Prospectus in the section entitled “Perimeter Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 144, which is incorporated herein by reference.

Management’s discussion and analysis of and analysis of financial condition and results of operations of EverArc prior to the Business Combination is included in the Prospectus in the section entitled “EverArc Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 127, which is incorporated herein by reference.

Properties

The properties of Perimeter prior to the Business Combination are described in the Prospectus in the section entitled “Information about Perimeter—Manufacturing Capabilities” beginning on page 137 thereof, which is incorporated herein by reference.

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Security Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership of Holdco Ordinary Shares immediately following the consummation of the Business Combination:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possess sole or shared voting or investment power over that security.

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Directors and Executive Officers

The Company’s directors and executive officers after the consummation of the Business Combination are described in the Prospectus in the section titled “Management of Holdco After the Business Combination” beginning on page 175, which is incorporated herein by reference.

Independence of our Board of Directors

Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors (the “Board”) has affirmatively determined that each of Messrs. Raj, Stein, Hennessy and Henderson and Ms. Britt Cool are “independent” as that term is defined under the applicable rules and regulations of the SEC and the NYSE listing standards. Because Messrs. Howley, Thorndike and Khouri control the entity which receives advisory fees from Holdco, they are not independent under NYSE listing standards. As Holdco’s Chief Executive Officer, Mr. Goldberg is also not independent.

Audit Committee

Our audit committee is responsible for, among other things:

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All of the audit committee members meet the requirements for financial literacy under applicable SEC and the Trading Market rules and Mr. Hennessey qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d) of Regulation S-K. The Board adopted a new written charter for the audit committee, which is available on the Company’s website. The reference to the Company’s website address in this Report does not include or incorporate by reference the information on the Company’s website into this Report.

Compensation Committee

Our compensation committee is responsible for, among other things:

All of the compensation committee members qualify as independent directors according to the rules and regulations of the SEC and the Trading Market with respect to compensation committee membership, including the heightened independence standards for members of a compensation committee. The Board adopted a new written charter for the compensation committee, which is available on the Company’s website. The reference to the Company’s website address in this Report does not include or incorporate by reference the information on the Company’s website into this Report.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee is responsible for, among other things:

All of the nominating and corporate governance committee members qualify as independent directors according to the rules and regulations of the SEC and the Trading Market with respect to nominating and corporate governance committee membership. The Board adopted a new written charter for the nominating and corporate governance committee, which is available on the Company’s website. The reference to the Company’s website address in this Report does not include or incorporate by reference the information on the Company’s website into this Report.

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Executive Committee

The Executive Committee possesses the power of the Board during intervals between Board meetings and while the Board is not in session, pursuant to the Articles and in accordance with the specific task and power granted by resolutions of the Board from time to time.

Risk Oversight

Our Board is responsible for overseeing our risk management process. Our Board focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our Board believes its administration of its risk oversight function has not negatively affected our Board’s leadership structure.

Code of Ethics

Our Board adopted a Code of Ethics applicable to our directors, executive officers and team members that complies with the rules and regulations of the Trading Market and the SEC. The Code of Ethics is available on the Company’s website. In addition, the Company intends to post on the Corporate Governance section of its website all disclosures that are required by law or the Trading Market’s listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. The reference to the Company’s website address in this Report does not include or incorporate by reference the information on the Company’s website into this Report.

Director and Executive Officer Compensation

Pre-Closing Compensation of Executive Officers and Directors

The compensation of Perimeter’s named executive officers and directors before the consummation of the Business Combination is set forth in the Prospectus in the section titled “Compensation Discussion and Analysis of Perimeter” beginning on page 163, which is incorporated herein by reference.

Post-Closing Compensation of Executive Officers and Directors

Our executive officers are:

Edward Goldberg - Chief Executive Officer

Barry Lederman - Chief Financial Officer

Ernest Kremling - Chief Operating Officer

Stephen Cornwall - Chief Commercial Officer

Noriko Yokozuka - General Counsel

Shannon Horn - Business Director - North America Retardant & Services

Our Named Executive Officers are Messrs. Goldberg, Lederman and Horn.

We expect that our executive compensation program, as determined by the compensation committee of our Board, will reflect Perimeter’s compensation policies and philosophies, as they may be modified and updated from time to time.

Employment Agreements

Each Named Executive Officer is employed by Perimeter Solutions LP, a Delaware limited partnership (the “Employer”). On October 1, 2021, the Employer and Holdco entered into a new employment agreement with each Named Executive Officer that became effective upon the Closing (each, a “New Agreement”). Once effective, the New Agreements superseded all prior employment related agreements of the Named Executive Officers with the Employer or any of its affiliates, other than any new equity compensation agreements entered into with Holdco.

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Each New Agreement provides for an indefinite term of employment that continues until terminated and sets forth the Named Executive Officer’s base salary, target annual bonus opportunity, severance payments, reimbursement of expenses and eligibility to participate in the 2021 Equity Plan (as defined below) and any other employee benefit plans in effect that are generally available to other senior officers. For fiscal year 2021, each Named Executive Officer’s annual bonus will be determined in accordance with the bonus plan in effect as of the date of the New Agreement. For subsequent years, the annual bonus for each Named Executive Officer will be determined in accordance with the annual cash bonus plan of Holdco or Employer, as applicable, in effect from time to time and the target bonus opportunity set forth in the New Agreement for that Named Executive Officer. The Named Executive Officers are subject to customary confidentiality, non-competition and non-solicitation covenants under the New Agreements.

The New Agreement with: (i) Mr. Goldberg provides for an annual base salary of $575,000 and a target annual bonus opportunity equal to 100% of his annual base salary; (ii) Mr. Lederman provides for an annual base salary of $380,000 and a target annual bonus opportunity equal to 50% of his annual base salary; and (iii) Mr. Horn provides for an annual base salary of $247,680 and a target annual bonus opportunity equal to 40% of his annual base salary. Mr. Lederman’s New Agreement also entitles Mr. Lederman to receive a mutually agreed upon reasonable reimbursement amount for his out-of-pocket living expenses associated with commuting to the St. Louis, Missouri, metro area (consisting of monthly rent, a rental car, meals and the price of a first class airfare ticket associated with traveling to and from Wayne, New Jersey, to the St. Louis, Missouri, metro area) for as long as Mr. Lederman does not live in the St. Louis, Missouri, metro area.

Each New Agreement also provides for severance payments upon a termination without Cause (as defined in the New Agreement), resignation for Good Reason (as defined in the New Agreement) or termination due to Disability (as defined in the New Agreement). In each case, the applicable Named Executive Officer will be entitled to a severance amount equal to: (i) 1.25 times the Named Executive Officer’s annual base salary; (ii) 1.0 times the Executive’s target bonus for the fiscal year in which the termination occurs; and (iii) 15.0 times the difference of: (a) the Monthly COBRA Continuation Coverage Rate (as defined in the New Agreement) as of the date of termination; less (b) the monthly cost that is being charged to the Named Executive Officer for such coverage as of the date of termination. The severance amount will be payable in substantially equal installments over the 15-month period following the date of termination, subject to the Named Executive Officer executing a release of claims.

Performance-Based Stock Options

Overview

Immediately prior to the Closing, we granted approximately 8,610,000 performance-based nonqualified stock options to our executive officers and other members of senior management under the Company’s 2021 Equity Plan (the “2021 Equity Plan”). Each grant is subject to the terms and conditions set forth in the 2021 Equity Plan and a stock option agreement entered into between the Company and the applicable recipient.

The options have an exercise price of $10.00 per Holdco Ordinary Share and consist of two types of vesting criteria. Of the aggregate number of options granted, approximately 210,000 are eligible to vest based on the achievement of certain performance goals for fiscal year 2021 (the “Bridge Option”), and the remaining 8,400,000 are eligible to vest based on the achievement of certain performance goals for fiscal years 2022-2026 (the “5-Year Option”).

The Bridge Option will vest and become exercisable (i) if we achieve an EBITDA target for fiscal year 2021; and (ii) if the recipient remains in continuous service through the first anniversary of the grant date. No portion of the Bridge Option will be considered vested unless and until both conditions are met.

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The 5-Year Option will be eligible to vest over a five-year period in equal annual tranches based on the achievement of annual operating performance per diluted share (“AOP”) targets set forth in the award agreements. The AOP targets will based on a compounded annual growth rate, and the actual AOP achieved for any given year will be calculated in accordance with a formula set forth in the award agreements. For each yearly tranche, we will need to achieve 15% compounded annual growth for minimum vesting (resulting in 25% of that tranche vesting) and 25% compounded annual growth for maximum vesting (resulting in 100% of that tranche vesting). If the actual AOP achieved for any given year exceeds the maximum target, such excess may be treated as having been achieved in the following two fiscal years and/or the prior two fiscal years (without duplication) if less than the full amount of options would otherwise have vested for such years.

In the event of a change of control, a percentage of the unvested options that remain eligible for vesting with respect to the then-current performance year and each remaining performance year will vest in an amount equal to the greater of (i) the average vesting percentage of the prior two performance years and (ii) the amount that would have vested for each applicable remaining year if such determination had been based on the price per share paid at the closing of such change of control transaction instead of AOP.

Our Named Executive Officers are required to hold a minimum level of personal investment in the Company pursuant to stock retention guidelines attached to their option agreement. Mr. Goldberg is required to hold $2,200,000 in aggregate value, Mr. Lederman is required to hold $1,900,000 in aggregate value and Mr. Horn is required to hold $1,500,000 in aggregate value. The aggregate value may include the fair market value of shares underlying options over the exercise price, but half of the value must be attributable to shares held by the officer. Each officer will have five years after the date of the grant to comply with these requirements.

2021 Equity Incentive Plan

Effective immediately prior to the Closing, our Board adopted, and our shareholders approved the 2021 Equity Plan, which provides for the grant of stock options (either incentive or non-qualified), stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance share units and other stock-based awards with respect to the Holdco Ordinary Shares.

The 2021 Equity Plan is described in the Prospectus in the section entitled “Management of Holdco After the Business Combination – 2021 Equity Incentive Plan” beginning on page 182 thereof, which is incorporated herein by reference.

Compensation of Directors

The Company will pay a retainer of $75,000 per year to its non-employee independent directors, $15,000 per year to the chairperson of its audit committee, $5,000 per year to the chairperson of its compensation committee and $5,000 per year to the chairperson of its nominating and corporate governance committee.

In addition, every two years, we expect to make a grant of stock options to each non-employee independent director covering compensation for two fiscal years, granted on the same terms and conditions as those granted to Company employees, which will vest over five years.

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Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the Prospectus in the section entitled “Certain EverArc Relationships and Related Person Transactions” and “Certain Perimeter Relationships and Related Person Transactions” beginning on pages 129 and 162 thereof, respectively, which are incorporated herein by reference.

Legal Proceedings

Information about legal proceedings of the Company is set forth in the Prospectus in the sections entitled “Information about Perimeter—Legal Proceedings” on page 143, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The Holdco Ordinary Shares began trading on the NYSE under the symbol “PRM” on November 9, 2021. As of immediately after the Closing, there were approximately 77 registered holders of Holdco Ordinary Shares.

The Company has not paid any cash dividends on its Ordinary Shares. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and the other factors that the Board may deem relevant.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale of certain unregistered securities, which is incorporated herein by reference.

Description of the Registrant’s Securities to be Registered

The Company’s share capital is set at $4,100,000,000, divided into 4,000,000,000 Holdco Ordinary Shares with a nominal value of $1.00 per share and 10,000,000 Holdco Preferred Shares with a nominal value of $10.00 per share. A shareholder in a Luxembourg société anonyme holding fully paid up shares is not liable, solely because of his, her or its shareholder status, for additional payments to the Company or its creditors. As of November 9, 2021, there were 157,137,410 Holdco Ordinary Shares outstanding and 10,000,000 Holdco Preferred Shares outstanding.

A description of the Company’s securities is contained in the Prospectus in the section titled “Description of Holdco’s Securities” beginning on page 186 of the Prospectus, which is incorporated herein by reference.

Limitations on Liability and Indemnification of Officers and Directors

Article 441-8 of the 1915 Law provides that the directors shall not incur any personal obligation by reason of the commitments of the company.

Article 441-9 of the 1915 Law provides that the directors, the members of the management committee and the managing executive officer shall be liable to the company in accordance with general law for the execution of the mandate given to them and for any misconduct in the management of the company’s affairs. The directors and members of the management committee shall be jointly and severally liable towards either the company or any third parties for damages resulting from this violation of the 1915 Law or the company’s articles of association. The directors and members of the management committee shall be discharged from such liability in the case of a violation to which they were not a party provided no misconduct is attributable to them and they have reported such violation, as regards members of the board of directors, to the first general meeting and, as regards members of the management committee, during the first meeting of the board of directors after they had acquired knowledge thereof.

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The Company’s Articles (as defined below) provide that directors of the Company are not held personally liable for the indebtedness or other obligations of the Company. As agents of the Company, they are responsible for the performance of their duties. Subject to the exceptions and limitations listed in the Company’s Articles and mandatory provisions of law, every person who is, or has been, a director or officer of the Company (and his or her heirs, executors and administrators) shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by such person in connection with any claim, action, suit or proceeding which he becomes involved as a party or otherwise by virtue of his or her being or having been a director or officer of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor and by which he is not entitled to be indemnified, and against amounts paid or incurred by him or her in the settlement thereof. The words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” shall include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities. However, no indemnification shall be provided to any director, officer or shareholder of the Company (i) against any liability by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (ii) with respect to any matter as to which he or she shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company or (iii) in the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the board of directors of the Company.

The Company’s Articles provide that the right of indemnification provided by such Articles shall be severable, shall not affect any other rights to which any director or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained in such Articles shall affect or limit any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law. The Company shall specifically be entitled to provide contractual indemnification to and may purchase and maintain insurance for any corporate personnel, including directors and officers of the Company, as the Company may decide upon from time to time.

In connection with the Business Combination, the Company will enter into indemnification agreements with each of its directors and executive officers. These agreements will provide that Holdco will indemnify each of its directors and such officers to the fullest extent permitted by law and its Articles.

The Company also maintains a general liability insurance policy, which will cover certain liabilities of directors and officers of the Company arising out of claims based on acts or omissions in their capacities as directors or officers.

Change in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Holdco Ordinary Shares received by the PIPE Subscribers and Director Subscribers have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the relevant Subscription Agreements, the Company agreed that, within 30 calendar days after the Closing Date, it will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the PIPE Shares and Director Shares, and the Company will use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or 90th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the closing of the sale of the PIPE Shares and the Director Shares and (ii) the 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review.

The description of the Subscription Agreements are summaries only and are qualified in their entirety by reference to the Subscription Agreement, the form of which is attached as Annex B to the Prospectus, which is incorporated herein by reference.

The unaudited pro forma condensed consolidated combined financial information of the Company for the year ended December 31, 2020 and at and as of the six months ended June 30, 2021 included in the Prospectus beginning on page 65 are incorporated herein by reference.

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