Conyers has advised SK Capital Partners (SK Capital), in connection with a business combination of its portfolio company Perimeter Solutions (Perimeter), a US-based firefighting products and lubricant additive maker, and EverArc Holdings Limited (LSE: EVRA / EVWA) (EverArc), a London-listed acquisition vehicle. the transaction is valued at approximately US$2 billionmaking it one of the largest business combinations to date involving a BVI special purpose acquisition company.
Upon closing of the transaction, which is expected to take place in Q4 2021, EverArc will undertake a reorganisation (constituting a reverse takeover under the UK Listing Rules) pursuant to which EverArc and Perimeter will become the wholly owned subsidiaries of a newly formed Luxembourg company, Perimeter Solutions S.A. Prior to closing of the Transaction, Perimeter Solutions S.A. will file a registration statement with the SEC and apply for listing of its ordinary shares and warrants on a US-based stock exchange.
Partner Anton Goldstein, Counsel Nicholas Kuria and Associate Christopher Smith of Conyers’ BVI office advised on the transaction, working alongside the Chicago office of Kirkland & Ellis LLP.