EverArc Holdings Limited’s $2 Billion Acquisition of SK Invictus Intermediate S.à.r.l.

Maples and Calder acted for EverArc Holdings Limited on the BVI and Luxembourg legal matters. Conyers, Kirkland & Ellis LLP, advised SK Capital Partners. The Valence Group of Piper Sandler and Morgan Stanley & Co. LLC acted as financial advisors to EverArc and Greenberg Traurig LLP acted as English and US legal advisor.

EverArc Holdings Limited (LSE: EVRA / EVWA) has entered into a definitive agreement with SK Invictus Holdings S.à.r.l., an affiliate of funds advised by SK Capital Partners, to acquire 100% of SK Invictus Intermediate S.à.r.l., the ultimate parent company of Perimeter Solutions, a leading global manufacturer of high-quality firefighting products and lubricant additives, in a transaction valued at approximately $2 billion, consisting of cash and preferred shares, subject to customary closing conditions.

Upon closing of the Transaction, it is intended that W. Nicholas Howley and William Thorndike, Jr., the Co-Chairmen of EverArc, will serve as Co-Chairmen of the combined business. The Company’s current management team, led by Edward Goldberg, will continue to lead Perimeter Solutions post-closing of the Transaction.

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.

Perimeter Solutions is a leading global manufacturer of high-quality firefighting products and lubricant additives.

SK Capital is a private investment firm with a disciplined focus on the specialty materials, chemicals and pharmaceuticals sectors.

The Maples and Calder BVI team in London was led by Partner Matthew Gilbert (Picture) and Of Counsel Joanna Russell and the team in Luxembourg was led by Corporate Partner Marjorie Allo, with Associate Timothee Gras and Tax Principal James O’Neal.

The Conyers’ team consisted of Partner Anton Goldstein, Counsel Nicholas Kuria and Associate Christopher Smith.

The Kirkland team included corporate partners Jeremy Liss, Jeffrey Fine and John Kosir, and associates Jackson Lavelle and Ben Diaz, capital markets partner Tim Cruickshank and associates Gena Olan Panter and Sarah Lipinski, tax partners Benjamin Schreiner and David Mannion and associate Bari Mohibi, London corporate partners David Holdsworth, Stuart Boyd and Francesca Harris, and Brussels antitrust & competition partner Thomas Wilson.

Involved fees earner: Anton Goldstein – Conyers Dill & Pearman; Nicholas Kuria – Conyers Dill & Pearman; Christopher Smith – Conyers Dill & Pearman; Stuart Boyd – Kirkland & Ellis; Tim Cruickshank – Kirkland & Ellis; Jeffrey Fine – Kirkland & Ellis; Francesca Harris – Kirkland & Ellis; David Holdsworth – Kirkland & Ellis; John Kosir – Kirkland & Ellis; Jackson Lavelle – Kirkland & Ellis; Sarah Lipinski – Kirkland & Ellis; Jeremy Liss – Kirkland & Ellis; David Mannion – Kirkland & Ellis; Bari Mohibi – Kirkland & Ellis; Gena Olan Panter – Kirkland & Ellis; Benjamin Schreiner – Kirkland & Ellis; Thomas Wilson – Kirkland & Ellis; Marjorie Allo – Maples and Calder; Matthew Gilbert – Maples and Calder; Timothée Gras – Maples and Calder; James O’Neal – Maples and Calder; Joanna Russell – Maples and Calder;

Law Firms: Conyers Dill & Pearman; Kirkland & Ellis; Maples and Calder;

Clients: EverArc Holdings Limited; SK Capital Partners;

Author: Federica Tiefenthaler