Luxembourg |
2800 |
Not Applicable | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I R S Employer Identification Number) |
Large accelerated filer ☐ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
Smaller reporting company | |||||
Emerging growth company |
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F-1 |
• | our ability to realize the benefits from the Business Combination (as defined below); |
• | future financial performance, including any growth or expansion plans and opportunities; |
• | our ability to grow long-term value through, among other things, the continuing performance improvement of our existing operations, execution of a disciplined capital allocation and management of our capital structure; |
• | cash flow projections; |
• | our ability to maintain a leadership position in any market; |
• | our ability to retain and recruit officers, key employees or directors; |
• | expectations concerning sources of revenue; |
• | expectations about demand for fire retardant products, equipment and services; |
• | the size of the markets we compete in and potential opportunities in such markets or new markets; |
• | our ability to foster highly responsive and collaborative relationships with existing and potential customers and stakeholders; |
• | expectations concerning certain of our products’ ability to protect life and property as population settlement locations change; |
• | expectations concerning the markets in which we will operate in the coming years; |
• | expectations concerning repurchases of our ordinary shares under the Share Repurchase Plan (as defined below); and |
• | the expected outcome of litigation matters and the effect of such claims on business, financial condition, results of operations or cash flows. |
• | the direct and indirect adverse impact of the novel strain of coronavirus, SARS-CoV-2, COVID-19 (“COVID-19”) on the global economy and the related governmental regulations and restrictions; |
• | negative or uncertain worldwide economic conditions; |
• | volatility, seasonality and cyclicality in the industries in which we operate; |
• | our ability to realize the strategic and financial benefits of the Business Combination; |
• | our substantial dependence on sales to the U.S. Department of Agriculture (“USDA”) Forest Service and the state of California and the risk of decreased sales to these customers; |
• | changes in the regulation of the petrochemical industry, a downturn in the oil additives and/or fire retardant end markets or our failure to accurately predict the frequency, duration, timing, and severity of changes in demand in such markets; |
• | changes in customer relations or service levels; |
• | a small number of our customers represent a significant portion of our revenue; |
• | failure to continuously innovate and to provide products that gain market acceptance, which may cause us to be unable to attract new customers or retain existing customers; |
• | improper conduct of, or use of our products, by employees, agents, government contractors or collaborators; |
• | changes in the availability of products from our suppliers on a long-term basis; |
• | production interruptions or shutdowns, which could increase our operating or capital expenditures or negatively impact the supply of our products resulting in reduced sales; |
• | changes in the availability of third-party logistics suppliers for distribution, storage and transportation; |
• | increases in supply and raw material costs, supply shortages, long lead times for components or supply changes; |
• | adverse effects on the demand for our products or services due to the seasonal or cyclical nature of our business or severe weather events; |
• | introduction of new products, which are considered preferable, which could cause demand for some of our products to be reduced or eliminated; |
• | current ongoing and future litigation, including multi-district litigation and other legal proceedings; |
• | heightened liability and reputational risks due to certain of our products being provided to emergency services personnel and their use to protect lives and property; |
• | future products liabilities claims where indemnity and insurance coverage could be inadequate or unavailable to cover these claims due to the fact that some of the products we produce may cause adverse health consequences; |
• | compliance with export control or economic sanctions laws and regulations; |
• | environmental impacts and side effects of our products, which could have adverse consequences for our business; |
• | compliance with environmental laws and regulations; |
• | our ability to protect our intellectual property rights and know-how; |
• | our ability to generate the funds required to service our debt and finance our operations; |
• | fluctuations in foreign currency exchange; |
• | potential impairments or write-offs of certain assets; |
• | the adequacy of our insurance coverage; and |
• | challenges to our decisions and assumptions in assessing and complying with our tax obligations. |
• | Variable Annual Advisory Amount. |
• | in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one PSSA Ordinary Share over $10.00 (such increase in market value, the “Payment Price”) multiplied by |
• | in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by |
• | Fixed Annual Advisory Amount |
• | a small number of our customers represent a significant portion of our revenue; |
• | as a supplier and service provider to the U.S. government and many foreign governments, states, and municipalities, we are subject to certain heightened risks; |
• | our profitability could be negatively impacted by price and inventory risk; |
• | changes in the regulation of the petrochemical industry, a downturn in the oil additives and/or fire retardant end markets or our failure to accurately predict the frequency, duration, timing, and severity of changes in demand in such markets; |
• | risks from the improper conduct of, or use of our products, by employees, agents, government contractors, or collaborators could adversely affect our reputation; |
• | risks related to purchasing products from our suppliers on a long-term basis and production interruptions or shutdowns; |
• | reliance on third-party logistics suppliers for distribution, storage, transportation, operating supplies and products; |
• | we are susceptible to supply and raw material cost increases, supply shortages, long lead times, and supply changes; |
• | if we fail to continuously innovate and to provide products that gain market acceptance, we may be unable to attract new customers or retain existing customers; |
• | the seasonal or cyclical nature of our business and severe weather events may cause demand for our products and services to be adversely affected; |
• | our industry and the markets in which we operate have few large competitors and increased competitive pressures; |
• | our competitive position could be adversely affected if we fail to protect our patents, trade secrets or other intellectual property rights, if our patents expire or if we become subject to infringement claims; |
• | risks inherent in our global operations; |
• | we may fail to realize the strategic and financial benefits currently anticipated from the Business Combination (as defined below); |
• | subsequent to the consummation of the Business Combination (as defined below), we may be required to take write-downs or be subject to restructuring, impairment or other charges that could have a significant negative effect on our business and financial condition as well as the price of our ordinary shares, which could cause you to lose some or all of your investment; |
• | our substantial indebtedness may adversely affect our cash flow and our ability to operate our business; |
• | terms of our indebtedness may limit our ability to borrow additional funds or capitalize on business opportunities; |
• | we may incur substantial additional indebtedness; |
• | an increase in interest rates would increase the costs on our revolving credit facility and on our variable rate indebtedness; |
• | discontinuation of London Inter Bank Offered Rate (“LIBOR”) could adversely affect our operating results and financial condition; |
• | our business may be negatively impacted as a result of Russian actions in Ukraine. |
• | risks related to litigation by customers, suppliers and other third parties, including multi-district litigation and other legal proceedings; |
• | certain of our products are provided to emergency services personnel and are intended to protect lives and property, so we are subject to heightened liability and reputational risks; |
• | some of the products we produce may cause adverse health consequences and we are and may be subject in the future to product liability claims, and indemnity and insurance coverage could be inadequate or unavailable to cover these claims; |
• | risks related to non-compliance with export control or economic sanctions laws and regulations U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar anticorruption, anti-bribery and anti-kickback laws, environmental laws and laws and regulations related to PFAS (as defined below); |
• | our contracts with the federal or state governments subject us to additional oversight and risks; |
• | our products are subject to extensive government scrutiny and regulation, including the USDA Forest Service qualification process; |
• | environmental laws and regulations may subject us to significant liabilities; |
• | legal and regulatory claims, investigations and proceedings may be initiated against us in the ordinary course of business. |
• | our management has limited experience in operating a public company; |
• | the requirements of being a public company may strain our resources and divert management’s attention; |
• | we have identified material weaknesses in our internal control over financial reporting which we may not successfully remediate or fail to maintain effective internal controls over financial reporting; |
• | our results of operations may differ significantly from the unaudited pro forma financial data included in the registration statement filed in connection with the Business Combination (as defined below); |
• | if the Business Combination’s benefits do not meet the expectations of investors or securities analysts or a market for our securities does not continue, it would adversely affect the liquidity and price of our securities; |
• | EverArc Founders (as defined below) may have interests that are different than the interests of our shareholders; |
• | payment of fees in cash pursuant to the advisory agreement entered into by EverArc (as defined below) on December 12, 2019 (“Founder Advisory Agreement”) with EverArc Founders, LLC, a Delaware limited liability company (“EverArc Founder Entity”) which is owned and operated by William N. Thorndike, Jr., W. Nicholas Howley, Tracy Britt Cool, Vivek Raj and Haitham Khouri (collectively the “EverArc Founders”) could reduce cash available for investment, working capital and distribution to shareholders; |
• | shareholders will experience dilution as a consequence of the issuance of our ordinary shares as payment for annual Founder Advisory Agreement fees; |
• | if we terminate the Founder Advisory Agreement under certain circumstances, we have to pay a significant termination fee. |
• | we are organized under the laws of the Grand Duchy of Luxembourg. It may be difficult for you to obtain or enforce judgments or bring original actions against PSSA or the members of its board of directors in the U.S.; |
• | Luxembourg and European insolvency and bankruptcy laws are substantially different from U.S. insolvency and bankruptcy laws and may offer PSSA’s shareholders less protection than they would have under U.S. insolvency and bankruptcy laws; |
• | the rights of our shareholders may differ from the rights they would have as shareholders of a U.S. corporation, which could adversely impact trading in our ordinary shares and its ability to conduct equity financings. |
• | if we are or become a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of our ordinary shares or warrants could be subject to adverse U.S. federal income tax consequences; |
• | if a United States person is treated as owning at least 10% of our ordinary shares, such person may be subject to adverse U.S. federal income tax consequences; |
• | changes in tax laws may materially adversely affect our business, prospects, financial condition and operating results. |
• | we may require additional capital to fund our operations; |
• | cybersecurity attack, acts of cyber-terrorism, failure of technology systems and other disruptions to our information technology systems may adversely impact our business, financial condition and results of operations; |
• | our insurance may not fully cover all of our risks; |
• | we are subject to general governmental regulation and other legal obligations, including those related to privacy, data protection and information security; |
• | the continuing impacts of the COVID-19 pandemic may have an adverse effect on our business, financial condition and results of operations; and |
• | the loss of key personnel or our inability to attract and retain new qualified personnel could hurt our business and inhibit our ability to operate and grow successfully. |
Ordinary Shares Offered Hereunder |
8,505,000 PSSA Ordinary Shares issuable by us upon the exercise of PSSA Warrants. |
PSSA Ordinary Shares Offered by the Selling Securityholders |
116,304,810 |
Use of Proceeds |
We will not receive any proceeds from the sale of our securities offered by the Selling Securityholders under this prospectus (the “Securities”). We will receive up to an aggregate of approximately $102,060,000 if all of the PSSA Warrants are exercised to the extent such PSSA Warrants are exercised for cash. |
Risk Factors |
See the section titled “Risk Factors” |
Trading Symbols |
The PSSA Ordinary Shares are listed on the NYSE under the symbol “PRM.” The PSSA Warrants are listed on the OTC under the symbol “PRMW.” |
Lock-Up Restrictions |
Certain of our shareholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Summary of the Prospectus—Lock-Up Arrangements |
• | potential adverse fluctuations in foreign currency exchange rates; |
• | higher credit risks; |
• | restrictive trade policies of the U.S. or foreign governments; |
• | currency hyperinflation and weak banking institutions; |
• | changing economic conditions in local markets; |
• | compliance risk related to local rules and regulations; |
• | political and economic instability in foreign markets; |
• | changes in leadership of foreign governments; and |
• | export restrictions due to local states of emergency for disease or illness. |
• | cease selling products that contain asserted intellectual property; |
• | pay substantial damages for past use of the asserted intellectual property; |
• | obtain a license from the holder of the asserted intellectual property, which may not be available on reasonable terms; and |
• | redesign or rename, in the case of trademark claims, our products to avoid infringing the rights of third parties. |
• | the potential for changes in socio-economic conditions, laws and regulations, including antitrust, import, export, labor and environmental laws, and monetary and fiscal policies; |
• | unsettled or unstable political conditions; |
• | government-imposed plant or other operational shutdowns; |
• | corruption; |
• | natural and man-made disasters, |
• | hazards and losses; and |
• | violence, civil and labor unrest, and possible terrorist attacks. |
• | require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, dividends, research and development efforts and other general corporate purposes; |
• | increase the amount of our interest expense, because our borrowings are at variable rates of interest, which, if interest rates increase, would result in higher interest expense; |
• | cause credit rating agencies to view our debt level negatively; |
• | increase our vulnerability to general adverse economic and industry conditions; |
• | limit our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; |
• | limit our ability to make strategic acquisitions, introduce new technologies or exploit business opportunities; and |
• | place us at a competitive disadvantage compared to our competitors that have less indebtedness. |
• | we would have additional cash requirements in order to support the payment of interest on our outstanding indebtedness; |
• | increases in our outstanding indebtedness and leverage would increase its vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and |
• | depending on the levels of our outstanding indebtedness, our ability to obtain additional financing for working capital, capital expenditures and general corporate purposes could be limited. |
• | a fixed advisory amount (the “Fixed Annual Advisory Amount”) and a variable advisory amount which variable amount is earned solely based upon appreciation of the market price of our ordinary shares (the “Variable Annual Advisory Amount,” each an “Advisory Amount” and collectively, the “Advisory Amounts”) as follows: |
• | a Fixed Annual Advisory Amount equal to 1.5% of 157,137,410 PSSA Ordinary Shares outstanding on the Closing Date (in each case, payable in our ordinary shares or partly in cash, at the election of the EverArc Founder Entity provided that at least 50% of such amounts are paid in our ordinary shares). The Fixed Annual Advisory Amount earned as of December 31, 2021 was $32.1 million; and |
• | a Variable Annual Advisory Amount based on the appreciation of the market price of our ordinary shares if such market price exceeds certain trading price minimums (in each case, payable in our ordinary shares or partly in cash, at the election of the EverArc Founder Entity provided that at least 50% of such amounts are paid in our ordinary shares). The Variable Annual Advisory Amount earned as of December 31, 2021 was $102.5 million. |
• | the judgment of the U.S. court is final and enforceable ( exécutoire |
• | the U.S. court had jurisdiction over the subject matter leading to the judgment according to the Luxembourg conflict of jurisdictions rules (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); |
• | the U.S. court applied to the dispute the substantive law that would have been applied by Luxembourg courts (based on recent case law and legal doctrine, it is not certain that this condition would still be required for an exequatur to be granted by a Luxembourg court); |
• | the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but with the procedural rules of the jurisdiction in which the judgment was rendered, in particular, in compliance with the rights of the defendant; |
• | the U.S. court acted in accordance with its own procedural laws; and |
• | the decisions and the considerations of the U.S. court must not be contrary to Luxembourg international public policy rules or have been given in proceedings of a tax or criminal nature or rendered subsequent to an evasion of Luxembourg law ( fraude à la loi |
• | for the Fire Safety business, 11 owned U.S. patents, of which we expect 2 to expire in 5 years or less and 9 to expire in more than 5 years, and 41 owned foreign counterpart patents in certain foreign jurisdictions, of which we expect 26 to expire in 5 years or less and 15 to expire in more than 5 years, and |
• | for the Oil Additives business, 2 owned U.S. patents we expect to expire in 15 or more years. All of our patents and trademarks are registered or pending approval with the U.S. Patent and Trademark Office and in select international offices. |
• | On November 8, 2021: |
• | the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of PSSA; |
• | pursuant to the Merger, 155,832,600 EverArc Ordinary Shares outstanding immediately prior to the Merger were exchanged for ordinary shares of PSSA Ordinary Shares; and |
• | 34,020,000 outstanding EverArc Warrants, in each case, with each whole warrant entitling the holder thereof to purchase one-fourth of an EverArc Ordinary Share at an exercise price of $12.00 per whole EverArc Ordinary Share, were converted into the right to purchase PSSA Warrants; and |
• | SK Holdings (i) along with officers and certain key employees of SK Intermediate contributed a portion of their ordinary shares in SK Intermediate to PSSA in exchange for 10 million 6.50% Redeemable Preferred Shares of PSSA (“Redeemable Preferred Shares”), nominal value of $10.00 per share, valued at $100.0 million and (ii) sold its remaining ordinary shares in SK Intermediate for approximately $1,900.0 million in cash subject to certain customary adjustments for working capital, transaction expenses, cash and indebtedness; |
• | PSSA’s ordinary shares, nominal value, $1.00 per share, listed and began trading on the NYSE under the symbol “PRM”; and |
• | the Management Subscribers were granted an aggregate of 1,104,810 PSSA Ordinary Shares at $10.00 per share as consideration and the Director Subscribers purchased an aggregate of 200,000 PSSA Ordinary Shares at $10.00 per share. |
• | $675.0 million Senior Notes issued by 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 under an indenture dated as of October 22, 2021 was assumed by SK Invictus Intermediate II S.à r.l., a private limited liability company governed by the laws of the Grand Duchy of Luxembourg (“SK Intermediate II.”) |
Successor |
Predecessor |
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November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
(non-GAAP) S/P Combined |
Predecessor |
Change |
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Year Ended December 31, 2020 |
$ |
% |
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Net sales |
$ | 21,023 | $ | 341,315 | $ | 362,338 | $ | 339,577 | $ | 22,761 | 7 | % | ||||||||||||||||
Cost of goods sold |
20,533 | 172,136 | 192,669 | 177,532 | 15,137 | 9 | % | |||||||||||||||||||||
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Gross profit |
490 | 169,179 | 169,669 | 162,045 | 7,624 | 5 | % | |||||||||||||||||||||
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Operating expenses |
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Selling, general and administrative expense |
16,982 | 38,981 | 55,963 | 37,747 | 18,216 | 48 | % | |||||||||||||||||||||
Amortization expense |
8,004 | 45,424 | 53,428 | 51,458 | 1,970 | 4 | % | |||||||||||||||||||||
Founders advisory fees—related party |
652,990 | — | 652,990 | — | 652,990 | — | ||||||||||||||||||||||
Other operating expense |
92 | 4,153 | 4,245 | 1,364 | 2,881 | 211 | % | |||||||||||||||||||||
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Total operating expenses |
678,068 | 88,558 | 766,626 | 90,569 | 676,057 | 746 | % | |||||||||||||||||||||
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Operating (loss) income |
(677,578 | ) | 80,621 | (596,957 | ) | 71,476 | (668,433 | ) | (935 | %) | ||||||||||||||||||
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Other expense (income): |
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Interest expense, net |
6,352 | 39,087 | 45,439 | 42,017 | 3,422 | 8 | % | |||||||||||||||||||||
Loss on contingent earn-out |
198 | 2,965 | 3,163 | — | 3,163 | — | ||||||||||||||||||||||
Unrealized foreign currency loss (gain) |
1,006 | 4,026 | 5,032 | (5,640 | ) | 10,672 | (189 | %) | ||||||||||||||||||||
Other (income) expense, net |
(2 | ) | (222 | ) | (224 | ) | 367 | (591 | ) | (161 | %) | |||||||||||||||||
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Total other expense (income), net |
7,554 | 45,856 | 53,410 | 36,744 | 16,666 | 45 | % | |||||||||||||||||||||
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(Loss) income before income taxes |
(685,132 | ) | 34,765 | (650,367 | ) | 34,732 | (685,099 | ) | (1973 | %) | ||||||||||||||||||
Income tax benefit (expense) |
4,675 | (14,136 | ) | (9,461 | ) | (10,483 | ) | 1,022 | (10 | %) | ||||||||||||||||||
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Net (loss) income |
$ | (680,457 | ) | $ | 20,629 | $ | (659,828 | ) | $ | 24,249 | $ | (684,077 | ) | (2821 | %) | |||||||||||||
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Successor |
Predecessor |
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For the Period November 9, 2021 Through December 31, 2021 |
For the Period January 1, 2021 Through November 8, 2021 |
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Fire Safety |
Oil Additives |
Corporate |
Total |
Fire Safety |
Oil Additives |
Total |
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Net sales |
$ | 7,913 | $ | 13,110 | $ | — | $ | 21,023 | $ | 253,267 | $ | 88,048 | $ | 341,315 | ||||||||||||||||||
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(Loss) income before income taxes |
$ | (25,125 | ) | $ | (4,891 | ) | $ | (655,116 | ) | $ | (685,132 | ) | $ | 32,632 | $ | 2,133 | $ | 34,765 | ||||||||||||||
Depreciation and amortization |
7,418 | 1,961 | — | 9,379 | 36,994 | 15,006 | 52,000 | |||||||||||||||||||||||||
Interest and financing expense |
5,029 | 379 | 944 | 6,352 | 37,329 | 1,758 | 39,087 | |||||||||||||||||||||||||
Founders advisory fees—related party |
— | — | 652,990 | 652,990 | — | — | — | |||||||||||||||||||||||||
Transaction expenses 1 |
5,436 | 144 | — | 5,580 | 4,845 | — | 4,845 | |||||||||||||||||||||||||
Share-based compensation expense |
3,250 | 389 | 1,182 | 4,821 | 156 | — | 156 | |||||||||||||||||||||||||
Non-cash purchase accounting impact2 |
— | 2,948 | — | 2,948 | — | — | — | |||||||||||||||||||||||||
Loss on contingent earn-out |
198 | — | — | 198 | 2,965 | — | 2,965 | |||||||||||||||||||||||||
Management fees 3 |
— | — | — | — | 1,073 | — | 1,073 | |||||||||||||||||||||||||
Contingent future payments 4 |
— | — | — | — | 4,375 | — | 4,375 | |||||||||||||||||||||||||
Unrealized foreign currency loss (gain) |
98 | 908 | — | 1,006 | 1,220 | 2,806 | 4,026 | |||||||||||||||||||||||||
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Adjusted EBITDA |
$ | (3,696 | ) | $ | 1,838 | $ | — | $ | (1,858 | ) | $ | 121,589 | $ | 21,703 | $ | 143,292 | ||||||||||||||||
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(non-GAAP) S/P Combined |
Predecessor |
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Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
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Fire Safety |
Oil Additives |
Corporate |
Total |
Fire Safety |
Oil Additives |
Total |
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Net sales |
$ | 261,180 | $ | 101,158 | $ | — | $ | 362,338 | $ | 244,968 | $ | 94,609 | $ | 339,577 | ||||||||||||||||||
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Income (loss) before income taxes |
$ | 7,507 | $ | (2,758 | ) | $ | (655,116 | ) | $ | (650,367 | ) | $ | 23,110 | $ | 11,622 | $ | 34,732 | |||||||||||||||
Depreciation and amortization |
44,412 | 16,967 | — | 61,379 | 41,271 | 16,846 | 58,117 | |||||||||||||||||||||||||
Interest and financing expense |
42,358 | 2,137 | 944 | 45,439 | 41,879 | 138 | 42,017 | |||||||||||||||||||||||||
Founders advisory fees—related party |
— | — | 652,990 | 652,990 | — | — | — | |||||||||||||||||||||||||
Transaction expenses 1 |
10,281 | 144 | — | 10,425 | 2,300 | 79 | 2,379 | |||||||||||||||||||||||||
Share-based compensation expense |
3,406 | 389 | 1,182 | 4,977 | — | — | — | |||||||||||||||||||||||||
Non-cash purchase accounting impact2 |
— | 2,948 | — | 2,948 | — | — | — | |||||||||||||||||||||||||
Loss on contingent earn-out |
3,163 | — | — | 3,163 | — | — | — | |||||||||||||||||||||||||
Management fees 3 |
1,073 | — | — | 1,073 | 1,281 | — | 1,281 | |||||||||||||||||||||||||
Contingent future payment 4 |
4,375 | — | — | 4,375 | 3,125 | — | 3,125 | |||||||||||||||||||||||||
Unrealized foreign currency loss (gain) |
1,318 | 3,714 | — | 5,032 | (932 | ) | (4,708 | ) | (5,640 | ) | ||||||||||||||||||||||
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|||||||||||||||||||
Adjusted EBITDA |
$ | 117,893 | $ | 23,541 | $ | — | $ | 141,434 | $ | 112,034 | $ | 23,977 | $ | 136,011 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Adjustment to reflect non-recurring expenses incurred related to business combinations. |
(2) | Represents the non-cash impact of purchase accounting on the cost of inventory sold. The inventory acquired received a purchase accounting step-up in basis, which is a non-cash adjustment to the cost. |
(3) | Adjustment to reflect fees pertaining to services provided by SK Capital Partners IV-A, L.P. and SK Capital Partners IV-B, L.P (collectively, the Sponsor) when acting in a management capacity on strategic and other non-operational matters which do not represent expenses incurred in the normal course of our operations. |
(4) | Adjustment to reflect deferred consideration paid with respect to a 2019 acquisition. |
Predecessor |
||||||||||||||||
Year Ended December 31, |
||||||||||||||||
2020 |
2019 |
Change |
||||||||||||||
Net sales |
$ | 339,577 | $ | 239,310 | $ | 100,267 | 42 | % | ||||||||
Cost of goods sold |
177,532 | 155,427 | 22,105 | 14 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Gross profit |
162,045 | 83,883 | 78,162 | 93 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating expenses |
||||||||||||||||
Selling, general and administrative expense |
37,747 | 36,198 | 1,549 | 4 | % | |||||||||||
Amortization expense |
51,458 | 51,100 | 358 | 1 | % | |||||||||||
Other operating expense |
1,364 | 2,362 | (998 | ) | (42 | %) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total operating expenses |
90,569 | 89,660 | 909 | 1 | % | |||||||||||
|
|
|
|
|
|
|||||||||||
Operating income (loss) |
71,476 | (5,777 | ) | 77,253 | (1337 | %) | ||||||||||
|
|
|
|
|
|
|||||||||||
Other expense (income): |
||||||||||||||||
Interest expense, net |
42,017 | 51,655 | (9,638 | ) | (19 | %) | ||||||||||
Unrealized foreign currency loss (gain) |
(5,640 | ) | 2,684 | (8,324 | ) | (310 | %) | |||||||||
Other expense (income), net |
367 | (405 | ) | 772 | (191 | %) | ||||||||||
|
|
|
|
|
|
|||||||||||
Total other expense (income), net |
36,744 | 53,934 | (17,190 | ) | (32 | %) | ||||||||||
|
|
|
|
|
|
|||||||||||
Income (loss) before income taxes |
34,732 | (59,711 | ) | 94,443 | (158 | %) | ||||||||||
Income tax (expense) benefit |
(10,483 | ) | 17,674 | (28,157 | ) | (159 | %) | |||||||||
|
|
|
|
|
|
|||||||||||
Net income (loss) |
$ | 24,249 | $ | (42,037 | ) | $ | 66,286 | (158 | %) | |||||||
|
|
|
|
|
|
Predecessor |
||||||||||||||||||||||||
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||||||||||||||||||
Fire Safety |
Oil Additives |
Total |
Fire Safety |
Oil Additives |
Total |
|||||||||||||||||||
Net sales |
$ | 244,968 | $ | 94,609 | $ | 339,577 | $ | 151,161 | $ | 88,149 | $ | 239,310 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) before income taxes |
$ | 23,110 | $ | 11,622 | $ | 34,732 | $ | (57,915 | ) | $ | (1,796 | ) | $ | (59,711 | ) | |||||||||
Depreciation and amortization |
41,271 | 16,846 | 58,117 | 40,761 | 17,264 | 58,025 | ||||||||||||||||||
Interest and financing expense |
41,879 | 138 | 42,017 | 51,642 | 13 | 51,655 | ||||||||||||||||||
Transaction expenses 1 |
2,300 | 79 | 2,379 | 3,821 | — | 3,821 | ||||||||||||||||||
Management fees 2 |
1,281 | — | 1,281 | 1,366 | — | 1,366 | ||||||||||||||||||
Contingent future payments 3 |
3,125 | — | 3,125 | 3,749 | — | 3,749 | ||||||||||||||||||
Unrealized foreign currency (gain) loss |
(932 | ) | (4,708 | ) | (5,640 | ) | 1,324 | 1,360 | 2,684 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Adjusted EBITDA |
$ | 112,034 | $ | 23,977 | $ | 136,011 | $ | 44,748 | $ | 16,841 | $ | 61,589 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Adjustment to reflect non-recurring expenses incurred related to business combinations. |
(2) | Adjustment to reflect fees pertaining to services provided by SK Capital Partners IV-A, L.P. and SK Capital Partners IV-B, L.P (collectively, the Sponsor) when acting in a management capacity on strategic and other non-operational matters which do not represent expenses incurred in the normal course of our operations. |
(3) | Adjustment to reflect deferred consideration paid with respect to a 2019 acquisition. |
Successor |
Predecessor |
|||||||||||||||||||
|
|
|
|
|||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||
Cash provided by (used in): |
||||||||||||||||||||
Operating activities |
$ | 4,359 | $ | 67,991 | $ | 70,826 | $ | (305 | ) | |||||||||||
Investing activities |
(1,210,623 | ) | (15,746 | ) | (9,467 | ) | (25,173 | ) | ||||||||||||
Financing activities |
(697,221 | ) | (64,210 | ) | (45,610 | ) | 21,030 | |||||||||||||
Effect of foreign currency on cash and cash equivalents |
(738 | ) | 435 | (3,093 | ) | (1,689 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net change in cash and cash equivalents |
$ | (1,904,223 | ) | $ | (11,530 | ) | $ | 12,656 | $ | (6,137 | ) | |||||||||
|
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|
|
Name |
Age |
Title | ||||
W. Nicholas Howley |
70 | Co-Chairman of the Board of Directors | ||||
William N. Thorndike, Jr. |
58 | Co-Chairman of the Board of Directors | ||||
Haitham Khouri |
41 | Director | ||||
Edward Goldberg |
59 | Director, Chief Executive Officer | ||||
Vivek Raj |
38 | Director | ||||
Tracy Britt Cool |
37 | Director | ||||
Bernt Iversen II |
64 | Director | ||||
Sean Hennessy |
64 | Director | ||||
Robert S. Henderson |
65 | Director | ||||
Barry Lederman |
52 | Chief Financial Officer | ||||
Noriko Yokozuka |
45 | General Counsel | ||||
Stephen Cornwall |
58 | Chief Commercial Officer | ||||
Ernest Kremling II |
58 | Chief Operating Officer | ||||
Shannon Horn |
48 | Business Director |
• | director independence; |
• | director qualifications and responsibilities; |
• | board structure and meetings; |
• | management succession; and |
• | the performance evaluation of our Board. |
Name |
Audit Committee |
Compensation Committee |
Governance Committee |
Executive Committee | ||||
Tracy Britt Cool |
✓ | |||||||
Edward Goldberg |
||||||||
Robert S. Henderson |
✓ | ✓ | ✓* | |||||
Sean Hennessy |
✓* | ✓ | ||||||
W. Nicholas Howley |
✓ | |||||||
Bernt Iversen II |
||||||||
Haitham Khouri |
✓* | |||||||
Vivek Raj |
✓ | ✓ | ||||||
William N. Thorndike, Jr. |
✓ |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing, with our independent registered public accounting firm, the scope and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the annual financial statements that we file with the SEC; |
• | overseeing our financial and accounting controls and compliance with legal and regulatory requirements; |
• | reviewing our policies on risk assessment and risk management; |
• | reviewing related person transactions; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | meets the independence requirements of the NYSE governance listing standards; |
• | meets the enhanced independence standards for audit committee members required by the SEC; and |
• | is financially literate, knowledgeable and qualified to review financial statements. |
• | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the board of directors, in conjunction with a majority of the independent members of the board of directors) the compensation of our Chief Executive Officer; |
• | overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs; |
• | reviewing and approving all employment agreement and severance arrangements for our executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; and |
• | retaining and overseeing any compensation consultants. |
• | meets the independence requirements of the NYSE governance listing standards; |
• | meets the independence requirements of the NYSE governance listing standards; and |
• | meets the enhanced independence standards for compensation committee members established by the SEC. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | overseeing succession planning for our Chief Executive Officer and other executive officers; |
• | periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors; |
• | overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | acting on behalf of the Board between Board meetings and while the Board is not in session; and |
• | providing oversight over and making recommendations to the Board regarding: |
• | the Company’s capital allocation and capital markets activities; |
• | the Company’s merger, acquisition, divestiture and similar activities; |
• | the Company’s overall strategy, including top-level organizational structure and products or markets served; |
• | the Company’s public guidance and communications; |
• | the compensation of the Company’s Chief Executive Officer; |
• | officer succession planning; |
• | investor relations activities; |
• | periodic business reviews; and |
• | such other duties assigned by the Board. |
(1) | Edward Goldberg – Chief Executive Officer; |
(2) | Barry Lederman – Chief Financial Officer; and |
(3) | Ernest Kremling II – Chief Operating Officer. |
Name and Principal Position |
Year |
Salary ($) |
Bonus (2) ($) |
Option Awards (3 ) ($) |
Non-Equity Incentive Plan Compensation (6) ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation (7) ($) |
Total ($) |
||||||||||||||||||||||||
Edward Goldberg |
2021 | 383,750 | — | 18,990,125 | 285,000 | — | 48,483 | 19,707,358 | ||||||||||||||||||||||||
Chief Executive Officer |
2020 | 342,692 | — | — | 313,500 | — | 48,263 | 704,455 | ||||||||||||||||||||||||
Barry Lederman |
2021 | 317,760 | — | 6,330,044 | 250,000 | — | 46,543 | 6,944,347 | ||||||||||||||||||||||||
Chief Financial Officer |
2020 | 311,538 | 100,000 | 467,933 | (4) |
285,000 | — | 44,700 | 1,209,171 | |||||||||||||||||||||||
Ernest Kremling II (1) |
2021 | 274,039 | 50,000 | 7,972,504 | (5) |
160,000 | — | 56,662 | 8,513,205 | |||||||||||||||||||||||
Chief Operating Officer |
1) | Mr. Kremling joined SK Invictus as Chief Operating Officer in January 2021. |
2) | Represents a cash signing bonus paid in connection with the commencement of employment. |
3) | Represents the aggregate grant date fair value of stock option awards. The fair values of these awards were determined in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair values of these awards are set forth in Note 10 to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC. |
4) | Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of 18,510 Class B Units of SK Invictus Holdings S.à r.l. (“Incentive Units”) granted to Mr. Lederman in connection with the commencement of his employment. The Incentive Units represent membership interests |
in SK Invictus Holdings S.à r.l. that are intended to constitute “profits interests” for federal income tax purposes. Despite the fact that the Incentive Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” The grant date fair value of these Incentive Units was based on a Black-Scholes valuation methodology using the following assumptions: estimated volatility ranging from 160.5% to 211.4% (depending on the performance-vesting criteria applicable to the Incentive Units), risk-free interest rate of 0.1%, 0% expected dividend yield and a one-year term. |
5) | Represents the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of (i) 1,000,000 5-Year Options, (ii) 29,167 Bridge Options and (iii) 15,660 Incentive Units granted to Mr. Kremling. The grant date fair value of the Incentive Units was based on a Black-Scholes valuation methodology using the following assumptions: estimated volatility ranging from 100.0% to 150.7% (depending on the performance-vesting criteria applicable to the Incentive Units), risk-free interest rate of 0.1%, 0% expected dividend yield and a 0.8 year term. |
6) | Represents the annual bonus earned by each of our Named Executive Officers pursuant to their respective employment agreements based on the achievement of the applicable performance conditions. See “Narrative Disclosure to Summary Compensation Table” below for additional information. |
7) | For the year ended December 31, 2021, amounts reported were the following: (i) for Mr. Goldberg, $20,300 in 401(k) plan contributions; $25,861 in Company-paid medical, dental, life and disability insurance premiums; and $2,322 in group term life insurance benefits; (ii) for Mr. Lederman, $20,300 in 401(k) plan contributions; $25,415 in Company-paid medical, dental, life and disability insurance premiums; and $828 in group term life insurance benefits; and (iii) for Mr. Kremling, $10,611 in relocation payments; $20,244 in 401(k) plan contributions; $23,682 in Company-paid medical, dental, life and disability insurance premiums; and $2,125 in group term life insurance benefits. For the year ended December 31, 2020, amounts reported were the following: (i) for Mr. Goldberg, $19,950 in 401(k) plan contributions; $25,978 in Company-paid medical, dental, life and disability insurance premiums; and $2,335 in group term life insurance benefits; and (ii) for Mr. Lederman, $19,950 in 401(k) plan contributions; $23,537 in Company-paid medical, dental, life and disability insurance premiums; and $1,213 in group term life insurance benefits. |
• | health, dental and vision insurance; |
• | vacation, paid holidays and sick days; |
• | group term life insurance, voluntary life insurance and supplemental accident and critical illness insurance; and |
• | short-term and long-term disability insurance. |
• | The company match formula is 100% of the first 3% and 50% of the next 2%, which is vested when contributed. |
• | The employer discretionary amount is 3% of eligible compensation, which has a 3-year cliff vesting schedule. |
Option Awards (1) |
||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
||||||||||||||||||
Edward Goldberg |
11/8/2021 | — | 3,087,500 | (2) |
3,087,500 | $ | 10.00 | 11/8/2031 | ||||||||||||||||
Barry Lederman |
11/8/2021 | — | 1,029,167 | (3) |
1,029,167 | $ | 10.00 | 11/8/2031 | ||||||||||||||||
Ernest Kremling II |
11/8/2021 | — | 1,029,167 | (3) |
1,029,167 | $ | 10.00 | 11/8/2031 |
(1) | On November 8, 2021, each of our named executive officers was granted an award of performance-based nonqualified stock options under the 2021 Equity Plan. These options consist of Bridge Options and 5-Year Options as described above under “Narrative Disclosure to Summary Compensation Table—Equity Compensation”. |
(2) | Includes (i) 87,500 Bridge Options and (ii) 3,000,000 5-Year Options. |
(3) | Includes (i) 29,167 Bridge Options and (ii) 1,000,000 5-Year Options. |
• | Variable Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2031, and once the Average Price (as defined in the Founder Advisory Agreement) per ordinary share of the Company is at least $10.00 for ten consecutive trading days, the Variable Annual Advisory Amount will be equal in value to: |
• | in the first year in which the Variable Annual Advisory Amount is payable, (x) 18% of the increase in the market value of one ordinary share of the Company over $10.00 (such increase in market value, the “Payment Price”) multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number; and |
• | in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) 18% of the increase in Payment Price over the previous year Payment Price multiplied by (y) 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number. |
• | Fixed Annual Advisory Amount. Effective upon the consummation of the Business Combination through December 31, 2027, the Fixed Annual Advisory Amount will be equal to 2,357,061 Ordinary Shares (1.5% of the 157,137,410 Ordinary Shares, the Founder Advisory Agreement Calculation Number). |
Beneficial Owner |
Number |
% |
||||||
More than 5% Shareholders: |
||||||||
The WindAcre Partnership Master Fund LP (1) |
20,000,000 | 12.3 | % | |||||
Matrix Capital Management Company LP (2) |
12,462,500 | 7.6 | % | |||||
Entities Affiliated with Tiger Eye Capital LLC (3) |
10,720,926 | 6.6 | % | |||||
Principal Global Investors, LLC (4) |
10,079,126 | 6.2 | % | |||||
Entities Affiliated with Tiger Global Management, LLC (5) |
10,000,000 | 6.1 | % | |||||
Capital Research Global Investors (6) |
9,260,505 | 5.7 | % | |||||
Senator Investment Group LP (7) |
9,175,000 | 5.6 | % | |||||
Named Executive Officers and Directors: |
||||||||
W. Nicholas Howley (8) |
720,239 | — | ||||||
William N. Thorndike, Jr. (8) |
625,000 | — | ||||||
Haitham Khouri (9) |
462,500 | — | ||||||
Edward Goldberg |
222,957 | — | ||||||
Vivek Raj (10) |
125,000 | — | ||||||
Tracy Britt Cool (11) |
37,500 | — | ||||||
Sean Hennessy |
100,000 | — | ||||||
Robert S. Henderson |
325,000 | — | ||||||
Bernt Iversen II |
125,000 | — | ||||||
Barry Lederman |
196,416 | — | ||||||
Ernest Kremling II |
150,498 | — | ||||||
All Executive Officers, Directors and Covered Persons as a group (15 persons): |
3,625,049 | 2.2 | % |
* | Represents beneficial ownership of less than one percent (1%) of our outstanding Ordinary Shares. |
(1) | Based on a Schedule 13G filed with the SEC on December 10, 2021. Consists of 20,000,000 Ordinary Shares owned by The WindAcre Partnership Master Fund LP, an exempted limited partnership established in the Cayman Islands (“Master Fund”). The WindAcre Partnership LLC, a Delaware limited liability company (“WindAcre”) serves as the investment manager of the Master Fund. Snehal Rajnikant Amin is the principal beneficial owner and managing member of WindAcre and the only beneficial owner holding more than 5% (“Mr. Amin”). Mr. Amin disclaims beneficial ownership of the securities owned by the Master Fund except to the extent of his pecuniary interest therein. The registered office address of the Master Fund is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. |
(2) | Based on a Schedule 13G filed with the SEC on February 14, 2022. Matrix Capital Management Company LP (“Matrix”) and David E. Goel each have shared power to vote or direct the vote of and dispose or direct the disposition of 12,462,500 Ordinary Shares (including 5,000,000 Ordinary Shares that may be acquired |
pursuant to the Company’s warrants held by Matrix Capital Management Master Fund, LP (the “Matrix Fund”)). Mr. Goel is the Managing General Partner of Matrix. Matrix is the investment advisor to the Matrix Fund and various other funds. The business address for Matrix, Matrix Fund and Mr. Goel is c/o Matrix, Bay Colony Corporate Center, 1000 Winter Street, Suite 4500, Waltham, MA 02451. |
(3) | Based on a Schedule 13G filed with the SEC on February 15, 2022. Consists of (i) 9,224,679 Ordinary Shares held by Tiger Eye Master Fund Ltd (“TEM”), (ii) 516,500 Ordinary Shares held by Tiger Eye Opportunity Fund I LLC (“TEO”), (iii) 785,000 Ordinary Shares held by Tiger Eye Opportunity Fund II LLC (“TEO II”), (iv) 63,123 Ordinary Shares held by Gambill Capital Management LLC (“GCM”), (v) 2,437 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by TEM, (vi) 129,125 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by TEO and (vii) 62 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by GCM. TEM, TEO, TEO II and GCM are managed by Tiger Eye Capital LLC (“TEC”). TEC and Benjamin S. Gambill III, as portfolio manager of TEC, will make decisions as to voting and disposition of securities and may be deemed to beneficially own 10,720,926 Ordinary Shares. The business address for TEM, TEO, TEO II, GCM and Mr. Gambill is 101 Park Avenue, 48th Floor, New York, NY 10178. |
(4) | Based on a Schedule 13G filed with the SEC on February 15, 2022. Principal Global Investors, LLC has shared voting and shared dispositive power over 10,079,126 Ordinary Shares. The business address of Principal Global Investors, LLC is 801 Grand Avenue, Des Moines, IA 50392. |
(5) | Based on a Schedule 13G filed with the SEC on November 19, 2021. Reflects 10,000,000 Ordinary Shares owned by advisory clients of Tiger Global Management, LLC and/or its related persons’ proprietary accounts. The 10,000,000 Ordinary Shares held by Tiger Global Management, LLC and/or its related persons’ proprietary accounts may be deemed to be beneficially owned by Tiger Global Investments, L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P. Coleman III and Scott Shleifer. Tiger Global Management, LLC is controlled by Charles P. Coleman III and Scott Shleifer. The business address for Tiger Global Investments, L.P. is c/o Citco Fund Services (Cayman Islands) Limited, P.O. Box 31106, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands and the business address for all other entities and individuals herein is 9 West 57th Street, 35th Floor, New York, NY 10019. |
(6) | Based on a Schedule 13G filed with the SEC on February 11, 2022. Capital Research Global Investors (“CRGI”) is a division of Capital Research and Management Company (“CRMC”), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., and Capital Group Private Client Services, Inc. (together with CRMC, the “investment management entities”). CRGI’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital Research Global Investors.” CRGI is deemed to be the beneficial owner of 9,260,505 Ordinary Shares. The business address for CRGI is 333 S. Hope St., 50th Floor, Los Angeles, California 90071. |
(7) | Based on a Schedule 13G filed with the SEC on February 10, 2022. Consists of (i) 8,425,000 Ordinary Shares and (ii) 750,000 Ordinary Shares that may be acquired pursuant to the exercise of 3,000,000 of the Company’s warrants held by various investment funds of which Senator Investment Group LP, or (“Senator”), is investment manager and may be deemed to have voting and dispositive power with respect to the shares. Douglas Silverman controls the Delaware limited liability company that may be deemed to control Senator, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by the various investment funds managed by Senator. Mr. Silverman disclaims beneficial ownership of the shares. The business address for Senator is 510 Madison Avenue, 28th Floor, New York, NY 10022. |
(8) | Includes 125,000 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by each of Mr. Howley and Mr. Thorndike. |
(9) | Includes 92,500 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by Mr. Khouri. |
(10) | Includes 25,000 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by Mr. Raj. |
(11) | Includes 7,500 Ordinary Shares that may be acquired pursuant to the Company’s warrants held by Ms. Britt Cool. |
Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
||||||||||||||||||
Name of Selling Securityholder |
PSSA Ordinary Shares |
Percentage (1) |
PSSA Ordinary Shares |
PSSA Ordinary Shares |
Percentage (1) |
|||||||||||||||
Edward Goldberg (2) |
222,957 | * | 222,957 | — | — | |||||||||||||||
Barry Lederman (3) |
196,416 | * | 196,416 | — | — | |||||||||||||||
Noriko Yokozuka (4) |
47,157 | * | 47,157 | — | — | |||||||||||||||
Stephen Cornwall (5) |
46,487 | * | 42,087 | 4,400 | * | |||||||||||||||
Ernest Kremling (6) |
150,498 | * | 150,498 | — | — | |||||||||||||||
Shannon Horn (7) |
445,695 | * | 445,695 | — | — | |||||||||||||||
Sean Hennessy (8) |
100,000 | * | 100,000 | — | — | |||||||||||||||
Kevin Stein (9) |
115,000 | * | 115,000 | — | — | |||||||||||||||
BV Texas Partners LLC (10) |
200,000 | * | 200,000 | — | — | |||||||||||||||
Alyeska Master Fund, LP (11) |
6,508,204 | 3.99 | % | 6,112,097 | 396,107 | * | ||||||||||||||
Aperture Endeavour Equity Fund (12) |
300,000 | * | 300,000 | — | — | |||||||||||||||
BCP – 2021 Series LLC – Series EH (13) |
101,000 | * | 101,000 | — | — | |||||||||||||||
Cooper Square Fund II, L.P. (14) |
766,593 | * | 589,911 | 176,682 | * | |||||||||||||||
Cooper Square Fund, L.P. (14) |
1,888,386 | 1.16 | % | 1,710,308 | 178,078 | * | ||||||||||||||
Cooper Square Offshore Master Fund, Ltd. (14) |
478,141 | * | 403,396 | 74,745 | * | |||||||||||||||
CPG Cooper Square International Equity, LLC (14) |
157,088 | * | 111,385 | 45,703 | * | |||||||||||||||
American Funds Insurance Series – Global Small Capitalization Fund (15) |
721,454 | * | 721,454 | — | — |
Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
||||||||||||||||||
Name of Selling Securityholder |
PSSA Ordinary Shares |
Percentage (1) |
PSSA Ordinary Shares |
PSSA Ordinary Shares |
Percentage (1) |
|||||||||||||||
SMALL CAP World Fund, Inc. (15) |
11,978,546 | 7.34 | % | 11,978,546 | — | — | ||||||||||||||
EC Longhorn LLC (16) |
50,000 | * | 50,000 | — | — | |||||||||||||||
Ghisallo Master Fund LP (17) |
800,000 | * | 800,000 | — | — | |||||||||||||||
Janus Henderson Capital Funds PLC – Janus Henderson US Venture Fund (18) |
218,539 | * | 75,194 | 143,345 | * | |||||||||||||||
Janus Henderson Venture Fund (18) |
3,722,475 | 2.28 | % | 1,164,806 | 2,557,669 | 1.57 | % | |||||||||||||
Matrix Capital Management Master Fund, LP (19) |
2,500,000 | 1.53 | % | 2,500,000 | — | — | ||||||||||||||
Meritage Fund LLC (20) |
8,000,000 | 4.90 | % | 8,000,000 | — | — | ||||||||||||||
Petrus Securities, L.P. (21) |
700,000 | * | 700,000 | — | — | |||||||||||||||
Principal Funds, Inc. – MidCap Fund (22) |
5,544,586 | 3.40 | % | 2,660,760 | 2,883,826 | 1.777 | % | |||||||||||||
Principal Global Investors Collective Investment Trust – Mid-Cap Equity Fund(22) |
109,370 | * | 47,088 | 62,282 | * | |||||||||||||||
Principal Life Insurance Company – Principal MidCap Separate Account (22) |
584,073 | * | 224,859 | 359,214 | * | |||||||||||||||
Principal Variable Contracts Funds, Inc. – MidCap Account (22) |
160,175 | * | 67,293 | 92,882 | * | |||||||||||||||
SEG Partners Offshore Master Fund, Ltd. (14) |
3,410,959 | 2.09 | % | 1,851,876 | 1,559,083 | * | ||||||||||||||
SEG Partners L.P. (14) |
423,235 | * | 269,471 | 153,764 | * | |||||||||||||||
SEG Partners II, L.P. (14) |
6,132,293 | 3.76 | % | 3,063,653 | 3,068,640 | 1.88 | % | |||||||||||||
Senator Global Opportunity Master Fund LP (23) |
10,000,000 | 6.13 | % | 7,000,000 | 3,035,000 | 1.86 | % | |||||||||||||
Slate Path Capital GP LLC (24) |
6,000,000 | 3.68 | % | 6,000,000 | — | — | ||||||||||||||
Stockbridge Absolute Return Fund, L.P. (25) |
12,376 | * | 12,376 | — | — | |||||||||||||||
Stockbridge Fund, L.P (25) |
4,519,157 | 2.77 | % | 4,519,157 | — | — | ||||||||||||||
Stockbridge Yale (25) |
468,467 | * | 468,467 | — | — | |||||||||||||||
The WindAcre Partnership Master Fund LP (26) |
20,000,000 | 12.25 | % | 20,000,000 | — | — | ||||||||||||||
Entities affiliated with Third Point LLC (27) |
2,000,000 | 1.23 | % | 2,000,000 | — | — | ||||||||||||||
Tiger Eye Master Fund Ltd. (28) |
11,968,087 | 7.33 | % | 9,500,000 | 2,468,087 | 1.51 | % | |||||||||||||
Tiger Eye Opportunity Fund II LLC (28) |
500,000 | * | 500,000 | — | — |
Securities Beneficially Owned prior to this Offering |
Maximum Number of Securities to be Sold in this Offering |
Securities Beneficially Owned after this Offering |
||||||||||||||||||
Name of Selling Securityholder |
PSSA Ordinary Shares |
Percentage (1) |
PSSA Ordinary Shares |
PSSA Ordinary Shares |
Percentage (1) |
|||||||||||||||
Tiger Global Investments, L.P. (29) |
10,000,000 | 6.13 | % | 10,000,000 | — | — | ||||||||||||||
Aaron Davenport (30)(31) |
100,000 | * | 100,000 | — | — | |||||||||||||||
Amber Shook (30) |
2,500 | * | 2,500 | — | — | |||||||||||||||
Barry Siadat (30)(32) |
100,000 | * | 100,000 | — | — | |||||||||||||||
Jamshid Keynejad (30)(33) |
100,000 | * | 100,000 | — | — | |||||||||||||||
Jayesh Taunk (30)(34) |
4,000 | * | 4,000 | — | — | |||||||||||||||
John Norris (30) |
100,000 | * | 100,000 | — | — | |||||||||||||||
Joshua and Lauren Lieberman (30) |
2,500 | * | 2,500 | — | — | |||||||||||||||
Michael Anagnos (30) |
5,000 | * | 5,000 | — | — | |||||||||||||||
Robert Abrams (30) |
2,500 | * | 2,500 | — | — | |||||||||||||||
Simon Dowker (35) |
2,500 | * | 2,500 | — | — | |||||||||||||||
Stephen d’Incelli (30) |
10,000 | * | 10,000 | — | — | |||||||||||||||
Mike Lisman |
15,000 | * | 15,000 | — | — |
* | Less than one percent of outstanding PSSA Ordinary Shares. |
(1) | Percentages are based on 163,234,542 PSSA Ordinary Shares outstanding as of April 14, 2022. |
(2) | Edward Goldberg serves as the Chief Executive Officer of PSSA. Shares are subject to a six-month lock up period. |
(3) | Barry Lederman serves as the Chief Financial Officer of PSSA. Shares are subject to a six-month lock up period. |
(4) | Noriko Yokozuka serves as General Counsel of PSSA. Shares are subject to a six- month lock up period. |
(5) | Stephen Cornwall serves as the Chief Commercial Officer of PSSA. 42,087 PSSA Ordinary shares are subject to a six-month lock up period. |
(6) | Ernest Kremling serves as the Chief Operations Officer of PSSA. Shares are subject to a six-month lock up period. |
(7) | Shannon Horn serves as the Business Director of PSSA. Shares are subject to a six- month lock up period during. |
(8) | Sean Hennessy serves as a Director of PSSA. Shares are subject to a twelve-month lock up period. |
(9) | Kevin Stein served as a Director of PSSA until April 2022. 100,000 PSSA Ordinary Shares are subject to a twelve-month lock up period. |
(10) | BV Texas Partners LLC is managed by Akard Partners LLC. Scout Management Partners LLC and MDS Akard Partners I, LLC are the managing members of Akard Partners LLC and may be deemed to have voting and dispositive power with respect to such shares. Cody Donnan and Michael Starcher control Scout Management Partners LLC and MDS Akard I, LLC, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by BV Texas Partners LLC. Messrs. Donnan and Starcher disclaim beneficial ownership of the shares held by BV Texas Partners LLC. The business address for BV Texas Partners is 2121 North Akard Street, Dallas, TX, 75201. |
(11) | Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska Fund”), has voting and investment control of the shares held by Alyeska Fund. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska Fund. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601. |
(12) | Aperture Endeavour Equity Fund (the “Aperture Fund”) is a series within the Advisors’ Inner Circle Fund III, a Delaware statutory trust, and has appointed Aperture Investors, LLC (“Aperture Investors”) as its Investment Adviser. Thomas Tully, an employee of Aperture Investors, has been appointed the sole Portfolio Manager of the Aperture Fund and may therefore be deemed to have voting and dispositive power over the Aperture Fund’s assets but disclaims all beneficial ownership of such assets. |
(13) | BCP – 2021 Series LLC – Series EH (“BCP”) is managed by Bratenahl Capital Partners, LTD. Michael C. Howley, manager of Bratenahl Capital Partners, LTD. has voting and dispositive power over the shares. BCP is located at 700 W. St. Clair Ave. Suite 414, Cleveland, OH 44113. |
(14) | Consists of (i) 2,950,061 PSSA Ordinary Shares (including 306,351 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 1,225,404 PSSA Warrants) held by Cooper Square Fund, L.P., (ii) 941,997 PSSA Ordinary Shares (including 39,580 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 158,320 PSSA Warrants) held by Cooper Square Fund II, L.P., (iii) 629,461 PSSA Ordinary Shares (including 29,069 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 116,276 PSSA Warrants) held by Cooper Square Offshore Master Fund, Ltd., (iv) 168,481 PSSA Ordinary Shares held by CPG Cooper Square International Equity, LLC, (v) 561,628 PSSA Ordinary Shares (including 77,890 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 311,561 PSSA Warrants) held by SEG Partners L.P., (vi) 5,947,999 PSSA Ordinary Shares (including 521,167 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 2,084,668 PSSA Warrants) held by SEG Partners II, L.P. and (vii) 3,675,373 PSSA Ordinary Shares (including 400,943 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 1,603,771 PSSA Warrants) held by SEG Partners Offshore Master Fund, Ltd. Select Equity, a limited partnership controlled by George S. Loening, has the power to vote or direct the vote of, and dispose or direct the disposition of, the shares beneficially owned by Cooper Square Fund, L.P., Cooper Square Fund II, L.P., Cooper Square Offshore Master Fund, Ltd., CPG Cooper Square International Equity, LLC, SEG Partners L.P., SEG Partners II, L.P. and SEG Partners Offshore Master Fund, Ltd. Select Equity is an investment adviser and possesses the power to vote or direct the vote of, and dispose or direct the disposition of such shares. George S. Loening is a control person of Select Equity and possesses the power to vote or direct the vote of, and dispose or direct the disposition of, such shares. |
(15) | Consists of (i) 11,978,546 PSSA Ordinary Shares held by SMALLCAP World Fund, Inc. (“SCWF”) and (ii) 721,454 PSSA Ordinary Shares held by American Funds Insurance Series – Global Small Capitalization Fund (“VISC” and, together with SCWF, the “CRMC Shareholders”). Capital Research and Management Company (“CRMC”) is the investment adviser for each CRMC Shareholder. For purposes of the reporting requirements of the Exchange Act, CRMC, Capital Research Global Investors (“CRGI”) or Capital World Investors (“CWI”) may be deemed to be the beneficial owner of the PSSA Ordinary Shares held by each CRMC Shareholder; however, each of CRMC, CRGI and CWI expressly disclaims that it is, in fact, the beneficial owner of such securities. Brady L. Enright, Julian N. Abdey, Jonathan Knowles, Gregory W. Wendt, Peter Eliot, Bradford F. Freer, Leo Hee, Roz Hongsaranagon, Harold H. La, Dimitrije Mitrinovic, Aidan O’Connell, Samir Parekh, Andraz Razen, Renaud H. Samyn, Arun Swaminathan, Thatcher Thompson, Michael Beckwith, and Shlok Melwani, as portfolio managers, have voting and investment powers over the shares held by SCWF. Renaud H. Samyn, Michael Beckwith, Bradford F. Freer, Harold H. La, Aidan O’Connell, and Gregory W. Wendt, as portfolio managers, have voting and investment powers over the shares held by VISC. The address for each of the CRMC Shareholders is c/o Capital Research and Management Company, 333 S. Hope St., 55th Floor, Los Angeles, California 90071. Each of the CRMC Shareholders acquired the securities being registered hereby in the ordinary course of its business. |
(16) | Eminence Capital, LP serves as the investment adviser to, and may be deemed to have shared voting and dispositive power over the shares held by, EC Longhorn LLC. Ricky C. Sandler is the Chief Executive Officer of Eminence Capital, LP and may be deemed to have shared voting and dispositive power over the shares held by EC Longhorn LLC. Each of Mr. Sandler and Eminence Capital, LP expressly disclaims beneficial ownership of such securities. The business address for EC Longhorn LLC is c/o Eminence Capital, LP 399 Park Avenue, 25th Floor, New York, NY 10022. |
(17) | Ghisallo Master Fund LP. (“Ghisallo Fund) is the beneficial owner of the shares. Ghisallo Capital Management LLC (“Ghisallo Capital”) is the investment manager of Ghisallo Fund and has voting control over the shares. Michael Germino is the managing member of Ghisallo Capital. Ghisallo Fund is located at c/o Walkers Corporate, 190 Elgin Avenue, George Town Grand Cayman, CI KY 1-9008. |
(18) | Such shares may be deemed to be beneficially owned by Janus Henderson Investors US LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Jonathan Coleman and Scott Stutzman are the portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street, Denver, CO 80206. |
(19) | David Goel is the Managing General Partner of Matrix Capital Management Master Fund, LP (“Matrix”) and may be deemed to have voting and dispositive power over the shares held by Matrix. The mailing address for Matrix is 1000 Winter Street, Suite 4500, Waltham, Massachusetts 02451. |
(20) | Meritage Group LP, investment manager of Meritage Fund LLC, has all voting and dispositive power over the shares. The business address of Meritage Fund LLC is 66 Field Point Road, Greenwich, CT 06830. |
(21) | Includes 700,000 shares held by Petrus Securities, L.P. Petrus Trust Company, LTA is the investment manager of Petrus Securities, L.P. and Petrus Capital Management, LLC is the general partner of Petrus Securities L.P. As such, each of Petrus Trust Company, LTA and Petrus Capital Management, LLC has voting and investment control of the shares held by Petrus Securities, L.P. Each of Petrus Trust Company, LTA and Petrus Capital Management, LLC may be deemed to be the beneficial owner of such shares; provided, however, each of Petrus Trust Company, LTA and Petrus Capital Management, LLC disclaims any beneficial ownership of the shares held by Petrus Securities, L.P. The business address of Petrus Securities, L.P., Petrus Trust Company, LTA and Petrus Capital Management, LLC is 3000 Turtle Creek Boulevard, Dallas, Texas 75219 USA. |
(22) | Principal Global Investors, LLC has authority to vote the shares. Bill Nolin, CIO and Portfolio Manager of Principal Global Investors, LLC is the natural person with such authority. The business address of Principal Global Investors, LLC is 711 High Street, Des Moines IA 50392. |
(23) | Consists of (i) 10,000,000 PSSA Ordinary Shares held by Senator Global Opportunity Master Fund L.P. (“Senator Global Fund”) and (ii) 750,000 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 3,000,000 PSSA Warrants. Senator Investment Group LP, or (“Senator”), is investment manager of Senator Global Fund and may be deemed to have voting and dispositive power with respect to the shares. The general partner of Senator is Senator Management LLC (the “Senator GP”). Douglas Silverman controls Senator GP, and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by Senator Global Fund. Mr. Silverman disclaims beneficial ownership of the shares held by Senator Global Fund. The business address for Senator Global Fund is 510 Madison Avenue, 28th Floor, New York, NY 10022. |
(24) | Slate Path Capital GP LLC (“Slate Path GP”) is the General Partner of Slate Path Master Fund LP (“Slate Path LP”). David Greenspan, Managing Member, Slate Path GP, has control over the voting and dispositive power of shares beneficially owned. The business address for Slate Path LP is 717 Fifth Avenue, 16th Floor, New York, NY 10022. |
(25) | Each of Stockbridge Fund, L.P. (“SF”), Stockbridge Absolute Return Fund, L.P. (“SARF”), and Stockbridge Partners LLC (“SP”) in its capacity as the investment manager for an account managed for Yale University, holds directly PIPE Shares. Stockbridge Associates LLC (“SA”) is the general partner of SF and SARF, and SP is the registered investment adviser for SF. Berkshire Partners Holdings LLC (“BPH”) is the general partner of BPSP, L.P. (“BPSP”), which is the managing member of SP. As the managing member of SP, BPSP may be deemed to beneficially own PSSA Ordinary Shares that are beneficially owned by SP. As the general partner of BPSP, BPH may be deemed to beneficially own PSSA Ordinary Shares that are beneficially owned by BPSP. BPH, BPSP, SP, and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each of BPH, BPSP, SP, and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. The business address for SF, SARF, and SP is 200 Clarendon Street Boston, MA 02116, Attention: c/o Compliance. |
(26) | Consists of 20,000,000 PSSA Ordinary Shares owned of record by The WindAcre Partnership Master Fund LP, an exempted limited partnership established in the Cayman Islands (“Master Fund”). The WindAcre Partnership LLC, a Delaware limited liability company (“WindAcre”) serves as the investment manager of the Master Fund. Snehal Rajnikant Amin is the principal beneficial owner and managing member of WindAcre and the only beneficial owner holding more than 5% (“Mr. Amin”). Mr. Amin disclaims beneficial ownership of the securities owned by the Master Fund except to the extent of his pecuniary interest therein. The registered office address of the Master Fund is Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. |
(27) | The securities of PSSA set forth herein are directly beneficially owned by Third Point Loan LLC (“TP Loan”). TP Loan is an affiliate of Third Point LLC (“Third Point”) and holds the securities listed herein as nominee for funds managed and/or advised by Third Point and not in its individual capacity. Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by TP Loan. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. The business address for Mr. Loeb and the entities identified in this footnote is c/o Third Point LLC, 55 Hudson Yards, 51st Floor, New York, NY 10001. |
(28) | Consists of (i) 11,965,649 PSSA Ordinary Shares held by Tiger Eye Master Fund Ltd (“TEM”), (ii) 500,000 PSSA Ordinary Shares held by Tiger Eye Opportunity Fund II LLC (“TEO”), (iii) 516,500 PSSA Ordinary Shares held by Tiger Eye Opportunity Fund I LLC (“TEOF”) and (iv) 2,438 PSSA Ordinary Shares that may be acquired pursuant to the exercise of 9,750 PSSA Warrants held by TEM. TEM, TEO and TEOF are managed by Tiger Eye Capital LLC (“TEC”). Benjamin S. Gambill III, as portfolio manager of TEC, will make decisions as to voting and disposition of securities. The business address for TEM, TEO and TEOF is 101 Park Avenue, 48th Floor, New York, NY 10178. |
(29) | Reflects securities held of record by Tiger Global Investments, L.P. and/or other entities or persons affiliated with Tiger Global Management, LLC. Tiger Global Management, LLC is controlled by Chase |
Coleman and Scott Shleifer. The address for each of these entities and individuals is 9 West 57th Street, 35th Floor, New York, NY 10019. |
(30) | The Selling Securityholder is an employee of an affiliate of SK Holdings, the owner of Perimeter prior to consummation of the Business Combination. |
(31) | Aaron Davenport serves as Co-Invest Supervisor and Chairman on the board of Parent. |
(32) | Barry Siadat serves on the board of SK Capital Investment IV, Ltd., the ultimate general partner of Parent. |
(33) | Jamshid Keynejad serves as a Class A Supervisor on the board of Parent. Jamshid Keynejad also serves on the board of SK Capital Investment IV, Ltd., the ultimate general partner of Parent. |
(34) | Jayesh Taunk serves as an Additional Supervisor on the board of Parent. |
(35) | Simon Dowker is a consultant to an affiliate of SK Holdings, the owner of Perimeter prior to consummation of the Business Combination. |
• | prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth: |
• | the terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be repurchased; |
• | the duration of the period for which the authorization is given, which may not exceed five years; |
• | in the case of repurchase for consideration, the minimum and maximum consideration per share, provided that the prior authorization shall not apply in the case of ordinary shares acquired by either PSSA, or by a person acting in his or her own name on its behalf, for the distribution thereof to its staff or to the staff of a company with which it is in a control relationship; |
• | only fully paid-up ordinary shares may be repurchased; and |
• | the voting and dividend rights attached to the repurchased shares will be suspended as long as the repurchased ordinary shares are held by PSSA; and the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to PSSA’s shareholders. |
• | brokers, dealers and other investors that do not own PSSA securities as capital assets; |
• | traders in securities that elect to use a mark-to-market |
• | tax-exempt organizations (including private foundations), governments or agencies or instrumentalities thereof, qualified retirement plans, individual retirement accounts or other tax deferred accounts, trusts and estates; |
• | banks or other financial institutions, financial services entities, underwriters, insurance companies, real estate investment trusts or regulated investment companies; |
• | persons that own (directly, indirectly, or by attribution) 5% or more (by vote or value) of PSSA’s stock; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes or beneficial owners of partnerships or other pass-through entities; |
• | persons holding PSSA securities as part of a straddle, hedging or conversion transaction, constructive sale, or other arrangement involving more than one position; |
• | persons required to accelerate the recognition of any item of gross income with respect to PSSA securities as a result of such income being recognized on an applicable financial statement; |
• | persons whose functional currency is not the U.S. dollar; |
• | U.S. expatriates; |
• | persons that received PSSA securities as compensation for services; or |
• | persons that are not U.S. Holders, all of whom may be subject to tax rules that differ materially from those summarized below. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income tax regardless of its source; or |
• | a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
• | the gain or excess distribution will be allocated ratably over the period during which you held your PSSA Ordinary Shares or PSSA Warrants (as applicable) |
• | the amount allocated to the current taxable year, will be treated as ordinary income; and |
• | the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the Selling Securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the Selling Securityholders. |
Page | ||||
F-2 | ||||
Consolidated Financial Statements: |
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Consolidated Financial Statements as of December 31, 2021 (Successor) and 2020 (Predecessor) and for the period from November 9, 2021 through December 31, 2021 (Successor), for the period from January 1, 2021 through November 8, 2021 (Predecessor) and for the years ended December 31, 2020 and 2019 (Predecessor): | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
Notes to Consolidated Financial Statements: |
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F-7 | ||||
F-9 | ||||
F-19 | ||||
F-25 | ||||
F-26 | ||||
F-27 | ||||
F-32 | ||||
F-35 | ||||
F-35 | ||||
F-37 | ||||
F-40 | ||||
F-43 | ||||
F-45 | ||||
F-45 | ||||
F-46 | ||||
F-49 |
Successor |
Predecessor |
|||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | $ | ||||||||||
Accounts receivable, net |
||||||||||||
Inventories |
||||||||||||
Income tax receivable |
||||||||||||
Prepaid expenses and other current assets |
||||||||||||
Total current assets |
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Property, plant and equipment, net |
||||||||||||
Goodwill |
||||||||||||
Customer lists, net |
||||||||||||
Technology and patents, net |
||||||||||||
Tradenames, net |
||||||||||||
Other assets, net |
||||||||||||
Total assets |
$ | $ | ||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||
Current Liabilities: |
||||||||||||
Accounts payable |
$ | $ | ||||||||||
Accrued expenses and other current liabilities |
||||||||||||
Founders advisory fees payable—related party |
||||||||||||
Deferred revenue |
||||||||||||
Current maturities of long-term debt |
||||||||||||
Total current liabilities |
||||||||||||
Long-term debt, less current maturities |
||||||||||||
Deferred income taxes |
||||||||||||
Founders advisory fees payable—related party |
||||||||||||
Redeemable preferred shares |
||||||||||||
Redeemable preferred shares—related party |
||||||||||||
Other non-current liabilities |
||||||||||||
Total liabilities |
||||||||||||
Commitments and Contingencies (Note 8) |
||||||||||||
Shareholders’ equity: |
||||||||||||
Ordinary shares, $ |
— | |||||||||||
Common stock, $ |
— | |||||||||||
Additional paid-in capital |
||||||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ||||||||
Accumulated deficit |
( |
) | ( |
) | ||||||||
Total shareholders’ equity |
||||||||||||
Total liabilities and shareholders’ equity |
$ | $ | ||||||||||
Successor |
Predecessor |
|||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||
Net sales |
$ | $ | $ | $ | ||||||||||||||||
Cost of goods sold |
||||||||||||||||||||
Gross profit |
||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||
Selling, general and administrative expense |
||||||||||||||||||||
Amortization expense |
||||||||||||||||||||
Founders advisory fees—related party |
||||||||||||||||||||
Other operating expense |
||||||||||||||||||||
Total operating expenses |
||||||||||||||||||||
Operating (loss) income |
( |
) | ( |
) | ||||||||||||||||
Other expense (income): |
||||||||||||||||||||
Interest expense, net |
||||||||||||||||||||
Loss on contingent earn-out |
||||||||||||||||||||
Unrealized foreign currency loss (gain) |
( |
) | ||||||||||||||||||
Other (income) expense, net |
( |
) | ( |
) | ( |
) | ||||||||||||||
Total other expense (income), net |
||||||||||||||||||||
(Loss) income before income taxes |
( |
) | ( |
) | ||||||||||||||||
Income tax benefit (expense) |
( |
) | ( |
) | ||||||||||||||||
Net (loss) income |
( |
) | ( |
) | ||||||||||||||||
Other comprehensive (loss) income, net of tax: |
||||||||||||||||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ||||||||||||||||
Total comprehensive (loss) income |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||
Net (loss) income per share: |
||||||||||||||||||||
Basic and diluted |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||
Weighted average number of ordinary shares outstanding: |
||||||||||||||||||||
Basic and diluted |
Common Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Predecessor |
||||||||||||||||||||||||
Balance, December 31, 2018 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Shareholders’ capital distributions |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Capital issued in Ironman Acquisition |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Other comprehensive loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Balance, December 31, 2019 |
( |
) | ( |
) | ||||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Other comprehensive income |
— | — | — | — | ||||||||||||||||||||
Balance, December 31, 2020 |
( |
) | ( |
) | ||||||||||||||||||||
Shareholders’ capital distributions |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Other comprehensive income |
— | — | — | — | ||||||||||||||||||||
Balance, November 8, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
PSSA Ordinary Shares |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Accumulated Deficit |
Total Shareholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Successor |
||||||||||||||||||||||||
Balance, November 9, 2021 |
$ | $ | $ | — | $ | ( |
) | $ | ||||||||||||||||
Sale of PSSA Ordinary Shares issued to Director Subscribers |
— | — | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Ordinary shares issued related to share-based compensation |
— | — | ||||||||||||||||||||||
Warrants exercised |
— | — | — | — | — | |||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Other comprehensive loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Balance, December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Successor |
Predecessor | |||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net (loss) income |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: |
||||||||||||||||||||
Depreciation and amortization expense |
||||||||||||||||||||
Interest and payment-in-kind |
||||||||||||||||||||
Share-based compensation |
||||||||||||||||||||
Share-based compensation—Founders advisory fees—related party (equity settled) |
||||||||||||||||||||
Deferred income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Amortization of deferred financing costs |
||||||||||||||||||||
Amortization of acquisition related inventory step-up |
||||||||||||||||||||
Loss on contingent earn-out |
||||||||||||||||||||
Changes in operating assets and liabilities, net of acquisitions: |
||||||||||||||||||||
Accounts receivable |
( |
) | ( |
) | ||||||||||||||||
Inventories |
( |
) | ( |
) | ( |
) | ||||||||||||||
Income tax receivable |
( |
) | ( |
) | ( |
) | ||||||||||||||
Prepaid expenses and current other assets |
( |
) | ( |
) | ( |
) | ||||||||||||||
Other assets |
||||||||||||||||||||
Accounts payable |
( |
) | ||||||||||||||||||
Deferred revenue |
( |
) | ||||||||||||||||||
Accrued expenses and other current liabilities |
( |
) | ||||||||||||||||||
Founders advisory fees—related party (cash settled) |
||||||||||||||||||||
Other liabilities |
||||||||||||||||||||
Net cash provided by (used in) operating activities |
( |
) | ||||||||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Acquisition of SK Invictus, net of cash acquired |
( |
) | ||||||||||||||||||
Purchase of property and equipment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Purchase of businesses, net of cash acquired |
( |
) | ( |
) | ( |
) | ||||||||||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Sale of PSSA Ordinary Shares issued to Director Subscribers |
||||||||||||||||||||
Shareholders’ capital distributions |
( |
) | ( |
) | ||||||||||||||||
Proceeds from revolving credit facility |
||||||||||||||||||||
Repayments of revolving credit facility |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Proceeds from issuance of long-term debt |
||||||||||||||||||||
Repayments of long-term debt |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Payment of debt issue costs |
( |
) | ||||||||||||||||||
Net cash (used in) provided by financing activities |
( |
) | ( |
) | ( |
) | ||||||||||||||
Effect of foreign currency on cash and cash equivalents |
( |
) | ( |
) | ( |
) | ||||||||||||||
Net change in cash and cash equivalents |
( |
) | ( |
) | ( |
) | ||||||||||||||
Cash and cash equivalents, beginning of period |
||||||||||||||||||||
Cash and cash equivalents, end of period |
$ | $ | $ | $ | ||||||||||||||||
Supplemental disclosures of cash flow information: |
||||||||||||||||||||
Cash paid for interest |
$ | $ | $ | $ | ||||||||||||||||
Cash paid for income taxes |
$ | $ | $ | $ | ||||||||||||||||
Non-cash investing and financing activities: |
||||||||||||||||||||
Redeemable preferred shares issued as consideration for business combination |
$ | $ | $ | $ | ||||||||||||||||
Management Subscribers rollover contribution |
$ | $ | $ | $ | ||||||||||||||||
Receipt of common shares as a shareholder contribution |
$ | $ | $ | $ | ||||||||||||||||
Equity consideration in connection with purchase of a business |
$ | — | $ | $ | $ | ( |
) |
• | On November 8, 2021: |
• | the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of PSSA (the “Merger”); |
• | pursuant to the Merger, |
• | one-fourth of a PSSA Ordinary Share at an exercise price of $ |
• | On November 9, 2021: |
• | SK Holdings (i) along with officers and certain key employees of SK Intermediate contributed a portion of their ordinary shares in SK Intermediate to PSSA in exchange for |
per share, valued at $ |
• | PSSA’s ordinary shares, nominal value, $ |
• | members of management of SK Intermediate (collectively, the “Management Subscribers”) were granted an aggregate of |
• | $ |
Years | ||
Buildings |
||
Furniture and fixtures |
||
Machinery and equipment |
||
Vehicles |
||
Leasehold improvements |
Shorter of remaining lease term or estimated useful life |
• | Full-service air base fire retardant includes sales from the supply and service of fire retardant to designated air tanker bases. The Company provides fire retardant product, the related equipment, and service personnel who operate the related equipment at the designated air tanker bases for the period specified in the contract with respect to each designated air tanker base. Product revenues are recognized at the point in time when product is shipped and control is transferred to the customer, typically when the product is consumed by the customer. The component of service revenue is recognized ratably over time as the customer simultaneously receives and consumes the services. The Company has entered into full-service U.S. Forest Service (“USFS”) contracts. These contracts are between Perimeter Solutions and the USFS for supply and service of long-term fire retardant to the designated air tanker bases of certain U.S. Government agencies. The revenue derived from these contracts is comprised of |
• | Fire retardant, suppressant, and related equipment includes domestic and international sales of fire retardant and fire suppressant products. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. |
• | Oil additives includes domestic and international sales of oil additive products by the Company entities in the U.S. and Germany. Product revenues are recognized at the point in time when control of the product is transferred to the customer which is upon shipment or delivery of the product to the customer, depending on the underlying contract terms. |
• | Exercise price. |
• | Fair Market Value of Common Stock. |
• | Expected term. |
• | Expected volatility. |
• | Risk-free interest rate. |
• | Dividend yield. |
• | On November 8, 2021: |
• | the Merger Sub merged with and into EverArc, with EverArc surviving such merger as a direct wholly-owned subsidiary of PSSA. |
• | pursuant to the Subscription Agreements the PIPE Subscribers purchased an aggregate of |
• | one-fourth of a PSSA Ordinary Share at an exercise price of $ |
• | On November 9, 2021: |
• | SK Holdings (i) along with officers and certain key employees of SK Intermediate contributed a portion of their ordinary shares in SK Intermediate to PSSA in exchange for |
• | PSSA’s ordinary shares, nominal value, $ |
• | the Management Subscribers were granted an aggregate of |
• | $ |
Amount |
||||
Capital contribution from EverArc |
$ | |||
Proceeds from PIPE Subscribers |
||||
Senior Notes, net of issue costs |
||||
Total |
$ | |||
At November 9, 2021 |
||||
Preliminary Purchase Consideration: |
||||
Cash consideration |
$ | |||
Management Subscribers rollover contribution |
||||
Redeemable Preferred Shares |
||||
Fair value of total consideration transferred |
$ | |||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
||||
Property, plant and equipment |
$ | |||
Inventory |
||||
Tradenames |
||||
Customer lists |
||||
Existing technology and patents |
||||
Working capital |
||||
Other assets (liabilities), net |
( |
) | ||
LaderaTech contingent earn-out (1) |
( |
) | ||
Long-term debt |
( |
) | ||
Deferred tax liabilities |
( |
) | ||
Total fair value of net assets acquired |
||||
Goodwill (2) |
||||
Total |
$ | |||
(1) | Refer to the LaderaTech Acquisition. |
(2) | Of the total goodwill amount herein, $ |
May 7, 2020 |
||||
Purchase Consideration: |
||||
Cash |
$ | |||
Contingent earn-out |
||||
Total purchase consideration |
$ | |||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
||||
Cash |
$ | |||
Net working capital |
( |
) | ||
In-process research and development |
||||
Deferred tax liability |
( |
) | ||
Total fair value of net assets acquired |
||||
Goodwill |
||||
Total |
$ | |||
May 7, 2020 - December 31, 2020 |
||||
Net sales |
$ | |||
Net loss |
( |
) |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Pro forma net sales |
$ | $ | ||||||
Pro forma net income (loss) |
( |
) |
March 20, 2019 |
||||
Purchase Consideration: |
||||
Cash |
$ | |||
Equity |
||||
Total purchase consideration |
$ | |||
Estimated Fair Value of Identifiable Assets Acquired and Liabilities Assumed: |
||||
Cash |
$ | |||
Net working capital |
( |
) | ||
Inventory |
||||
Property, plant and equipment |
||||
Total fair value of net assets acquired |
||||
Goodwill |
||||
Total |
$ | |||
Successor |
Predecessor |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Inventory: |
||||||||||||||||
Raw materials and manufacturing supplies |
$ | $ | ||||||||||||||
Work in process |
||||||||||||||||
Finished goods |
||||||||||||||||
Total inventory |
$ | $ | ||||||||||||||
Prepaid Expenses and Other Current Assets: |
||||||||||||||||
Advance to vendors |
$ | $ | ||||||||||||||
Prepaid insurance |
||||||||||||||||
Other |
||||||||||||||||
Total prepaid expenses and other current assets |
$ | $ | ||||||||||||||
Property, Plant and Equipment: |
||||||||||||||||
Buildings |
$ | $ | ||||||||||||||
Leasehold improvements |
||||||||||||||||
Furniture and fixtures |
||||||||||||||||
Machinery and equipment |
||||||||||||||||
Vehicles |
||||||||||||||||
Construction in progress |
||||||||||||||||
Total property, plant and equipment, gross |
||||||||||||||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||||||||||
Total property, plant and equipment, net |
$ | $ | ||||||||||||||
Accrued Expenses and Other Current Liabilities: |
||||||||||||||||
Accrued bonus |
$ | $ | ||||||||||||||
Accrued salaries |
||||||||||||||||
Accrued employee benefits |
||||||||||||||||
Accrued interest |
||||||||||||||||
Accrued purchases |
||||||||||||||||
Accrued taxes |
||||||||||||||||
Accrued construction |
||||||||||||||||
Other |
||||||||||||||||
Total accrued expenses and other current liabilities |
$ | $ | ||||||||||||||
Other Non-Current Liabilities: |
||||||||||||||||
LaderaTech contingent earn-out |
$ | $ | ||||||||||||||
Other |
||||||||||||||||
Total other non-current liabilities |
$ | $ | ||||||||||||||
Fire Safety |
Oil Additives |
Total |
||||||||||
Predecessor |
||||||||||||
Balance, December 31, 2019 |
$ | $ | $ | |||||||||
Business acquired |
||||||||||||
Foreign currency translation |
||||||||||||
Balance, December 31, 2020 |
||||||||||||
Business acquired |
||||||||||||
Foreign currency translation |
( |
) | ( |
) | ||||||||
Balance, November 8, 2021 |
$ | $ | $ | |||||||||
Successor |
||||||||||||
Balance, November 9, 2021 |
$ | $ | $ | |||||||||
Foreign currency translation |
( |
) | ( |
) | ( |
) | ||||||
Balance, December 31, 2021 |
$ | $ | $ | |||||||||
Successor—December 31, 2021 |
||||||||||||||||||||
Estimated Useful Life (in years) |
Gross Value |
Foreign Currency Translation |
Accumulated Amortization |
Net Book Value |
||||||||||||||||
Definite Lived Intangible Assets: |
||||||||||||||||||||
Existing technology and patents |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
Customer lists |
( |
) | ( |
) | ||||||||||||||||
Tradenames |
( |
) | ( |
) | ||||||||||||||||
Balance, December 31, 2021 |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||
Predecessor—December 31, 2020 |
||||||||||||||||||||
Estimated Useful Life (in years) |
Gross Value |
Foreign Currency Translation |
Accumulated Amortization |
Net Book Value |
||||||||||||||||
Definite Lived Intangible Assets: |
||||||||||||||||||||
Existing technology |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Customer lists |
( |
) | ||||||||||||||||||
Patents |
( |
) | ||||||||||||||||||
Tradenames |
( |
) | ||||||||||||||||||
Indefinite Lived Intangible Assets: |
||||||||||||||||||||
Tradenames |
Indefinite | — | ||||||||||||||||||
Balance, December 31, 2020 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
Years Ending December 31: |
Amount |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Successor |
Predecessor |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Senior Notes |
$ | $ | ||||||||||||||
First Lien |
||||||||||||||||
Second Lien |
||||||||||||||||
Long-term debt |
||||||||||||||||
Less: unamortized debt issuance costs |
( |
) | ( |
) | ||||||||||||
Long-term debt, net |
||||||||||||||||
Less: current maturities |
( |
) | ||||||||||||||
Long-term debt, less current maturities |
$ | $ | ||||||||||||||
Years Ending December 31, |
Amount |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Successor |
Predecessor |
|||||||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Current: |
||||||||||||||||||||||||
Luxembourg |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||
U.S. Federal |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
U.S. state and local |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Other foreign jurisdictions |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Total current |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Deferred: |
||||||||||||||||||||||||
Luxembourg |
( |
) | ( |
) | ||||||||||||||||||||
U.S. Federal |
||||||||||||||||||||||||
U.S. state and local |
( |
) | ||||||||||||||||||||||
Other foreign jurisdictions |
( |
) | ||||||||||||||||||||||
Total deferred |
||||||||||||||||||||||||
Total income tax benefit (expense) |
$ | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
Successor |
Predecessor |
|||||||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Luxembourg |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||
U.S. |
( |
) | ( |
) | ||||||||||||||||||||
Other foreign jurisdictions |
( |
) | ||||||||||||||||||||||
Total (loss) income before taxes |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||
Successor |
Predecessor |
|||||||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Luxembourg statutory tax rate |
% | % | % | % | ||||||||||||||||||||
(Increase)/reduction in income tax rate: |
||||||||||||||||||||||||
U.S. state and local income taxes, net |
||||||||||||||||||||||||
Effect of rates different from statutory |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Global intangible low-taxed income |
( |
) | ||||||||||||||||||||||
Section 250 deduction |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
Transaction costs |
( |
) | ||||||||||||||||||||||
Founders advisory fees |
( |
) | ||||||||||||||||||||||
Tax rate changes |
||||||||||||||||||||||||
Changes in prior year estimates |
( |
) | ||||||||||||||||||||||
Change in valuation allowance |
( |
) | ( |
) | ||||||||||||||||||||
Other, net |
( |
) | ( |
) | ||||||||||||||||||||
Effective tax rate |
% | % | % | % | ||||||||||||||||||||
Successor |
Predecessor |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Deferred Tax Assets: |
||||||||||||||||
Net operating loss carryforwards |
$ | $ | ||||||||||||||
Inventory |
||||||||||||||||
Interest |
||||||||||||||||
Accrued liabilities |
||||||||||||||||
Goodwill and other intangibles |
||||||||||||||||
Other |
||||||||||||||||
Valuation allowance |
( |
) | ( |
) | ||||||||||||
Total deferred tax assets |
||||||||||||||||
Deferred Tax Liabilities: |
||||||||||||||||
Property, plant and equipment |
( |
) | ( |
) | ||||||||||||
Goodwill and other intangibles |
( |
) | ( |
) | ||||||||||||
Inventory |
( |
) | ||||||||||||||
Unremitted earnings |
( |
) | ||||||||||||||
Other |
( |
) | ( |
) | ||||||||||||
Total deferred tax liabilities |
( |
) | ( |
) | ||||||||||||
Net deferred tax liability |
$ | ( |
) | $ | ( |
) | ||||||||||
Amount |
||||
Years Ending December 31: |
||||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ | |||
Number of Options |
Weighted-Average Exercise/Conversion Price |
Weighted-Average Remaining Contractual Life (years) |
Aggregate Intrinsic Value (in thousands) |
|||||||||||||
Outstanding at November 9, 2021 |
$ | |||||||||||||||
Granted |
$ | |||||||||||||||
Exercised |
$ | |||||||||||||||
Forfeited |
$ | |||||||||||||||
Outstanding at December 31, 2021 |
$ | $ | ||||||||||||||
Options vested and exercisable |
$ | |||||||||||||||
2021 |
||||
Dividend yield |
% | |||
Risk-free interest rate |
% | |||
Expected volatility |
% | |||
Expected life (years) |
||||
Weighted average exercise price of options granted |
$ | |||
Weighted average fair value of options granted |
$ |
November 9, 2021 |
December 31, 2021 |
|||||||
Dividend yield |
% | % | ||||||
Risk-free interest rate |
% | % | ||||||
Expected volatility |
% | % | ||||||
Expected life (years) |
||||||||
10-day volume weighted average stock price |
$ | $ |
• | Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
• | Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
• | Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. |
Fair Value Measurements Using: |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
December 31, 2021 (Successor) |
||||||||||||||||
Liabilities: |
||||||||||||||||
Founders advisory fees payable—related party |
$ | $ | $ | $ | ||||||||||||
LaderaTech contingent earn-out included in other liabilities, non-current |
||||||||||||||||
Total liabilities |
$ | $ | $ | $ | ||||||||||||
December 31, 2020 (Predecessor) |
||||||||||||||||
Liabilities: |
||||||||||||||||
LaderaTech contingent earn-out included in other liabilities, non-current |
$ | $ | $ | $ | ||||||||||||
Founders Advisory Fees Payable—Related Party |
LaderaTech Contingent Earn-out |
|||||||
Predecessor |
||||||||
Balance, December 31, 2019 |
$ | $ | ||||||
Acquired |
||||||||
Balance, December 31, 2020 |
||||||||
Settlements |
( |
) | ||||||
Loss on contingent earn-out |
||||||||
Balance, November 8, 2021 |
$ | $ | ||||||
Successor |
||||||||
Balance, November 9, 2021 |
$ | $ | ||||||
Change in fair value |
||||||||
Loss on contingent earn-out |
||||||||
Balance, December 31, 2021 |
$ | $ | ||||||
Estimated Fair Value |
Estimated Useful Life (in years) (1) |
|||||||
Identifiable Intangible Assets: |
||||||||
Tradenames |
$ | |||||||
Customer lists |
||||||||
Existing technology and patents |
||||||||
Total estimated fair value of intangible assets acquired |
$ | |||||||
(1) | Amortization of identifiable intangible assets is performed on a straight-line basis over the applicable useful life. |
• | Variable Annual Advisory Amount |
• | in the first year in which the Variable Annual Advisory Amount is payable, (x) |
• | in the following years in which the Variable Annual Advisory Amount may be payable (if at all), (x) |
• | Fixed Annual Advisory Amount. |
Successor |
Predecessor |
|||||||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Revenues from products |
$ | $ | $ | $ | ||||||||||||||||||||
Revenues from services |
||||||||||||||||||||||||
Other revenues |
||||||||||||||||||||||||
Total net sales |
$ | $ | $ | $ | ||||||||||||||||||||
Successor |
Predecessor |
|||||||||||||||||||||||
November 9, 2021 Through December 31, 2021 |
January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Net (loss) income |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||
Basic and diluted (loss) earnings per share |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||
Weighted-average shares outstanding: |
||||||||||||||||||||||||
Basic and diluted |
Successor |
Predecessor |
|||||||||||||||||||||||
For the Period November 9, 2021 Through December 31, 2021 |
For the Period January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
Net sales: |
||||||||||||||||||||||||
Fire safety |
$ | $ | $ | $ | ||||||||||||||||||||
Oil additives |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||||||||||
Adjusted EBITDA: |
||||||||||||||||||||||||
Fire safety |
$ | ( |
) | $ | $ | $ | ||||||||||||||||||
Oil additives |
||||||||||||||||||||||||
Total segment Adjusted EBITDA |
( |
) | ||||||||||||||||||||||
Income tax benefit (expense) |
( |
) | ( |
) | ||||||||||||||||||||
Depreciation and amortization |
||||||||||||||||||||||||
Interest and financing expense |
||||||||||||||||||||||||
Founders advisory fees—related party |
||||||||||||||||||||||||
Transaction expenses |
||||||||||||||||||||||||
Share-based compensation expense |
||||||||||||||||||||||||
Non-cash purchase accounting impact |
||||||||||||||||||||||||
Loss on contingent earn-out |
||||||||||||||||||||||||
Management fees |
||||||||||||||||||||||||
Contingent future payments |
||||||||||||||||||||||||
Unrealized foreign currency loss (gain) |
( |
) | ||||||||||||||||||||||
Net (loss) income |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||||||||||
Depreciation and amortization: |
||||||||||||||||||||||||
Fire safety |
$ | $ | $ | $ | ||||||||||||||||||||
Oil additives |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||||||||||
Capital expenditures: |
||||||||||||||||||||||||
Fire safety |
$ | $ | $ | $ | ||||||||||||||||||||
Oil additives |
||||||||||||||||||||||||
Total |
$ | $ | $ | $ | ||||||||||||||||||||
Successor |
Predecessor |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
Assets: |
||||||||||||||||
Fire safety |
$ | $ | ||||||||||||||
Oil additives |
||||||||||||||||
Total |
$ | $ | ||||||||||||||
Successor |
Predecessor |
|||||||||||||||||||||||
For the Period November 9, 2021 Through December 31, 2021 |
For the Period January 1, 2021 Through November 8, 2021 |
Year Ended December 31, |
||||||||||||||||||||||
2020 |
2019 |
|||||||||||||||||||||||
United States |
% | % | % | % | ||||||||||||||||||||
International sales (1) |
||||||||||||||||||||||||
Total net sales |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||||||
(1) | Except for Spain, which represented |
Successor |
Predecessor |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
|||||||||||||||
United States |
$ | $ | ||||||||||||||
Canada |
||||||||||||||||
Germany |
||||||||||||||||
Other foreign jurisdictions |
||||||||||||||||
Total property, plant and equipment, net |
$ | $ | ||||||||||||||
December 31, 2021 |
||||
Assets |
||||
Current assets: |
||||
Cash and cash equivalents |
$ | |||
Intercompany receivable |
||||
Prepaid expenses and other current assets |
||||
Total current assets |
||||
Other assets: |
||||
Investment in subsidiaries |
||||
Intercompany note receivable |
||||
Total assets |
$ | |||
Liabilities and Shareholders’ Equity |
||||
Current Liabilities: |
||||
Accounts payable |
$ | |||
Intercompany payable |
||||
Founders advisory fees payable—related party |
||||
Accrued expenses and other current liabilities |
||||
Total current liabilities |
||||
Founders advisory fees payable—related party |
||||
Redeemable preferred shares |
||||
Redeemable preferred shares—related party |
||||
Total liabilities |
||||
Shareholders’ equity: |
||||
Total shareholders’ equity |
||||
Total liabilities and shareholders’ equity |
$ | |||
November 9, 2021 through December 31, 2021 |
||||
Operating expenses: |
||||
Selling, general and administrative expense |
$ | |||
Founders advisory fees—related party |
||||
Total operating expenses |
||||
Operating loss |
( |
) | ||
Other expenses |
||||
Loss before undistributed earnings of subsidiaries |
( |
) | ||
Undistributed earnings of subsidiaries |
( |
) | ||
Net loss |
( |
) | ||
Total comprehensive loss |
$ | ( |
) | |
November 9, 2021 through December 31, 2021 |
||||
Cash flows from operating activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities |
||||
Equity in earnings of subsidiaries |
||||
Interest and payment-in-kind |
||||
Share-based compensation |
||||
Share-based compensation—Founders advisory fees—related party (equity settled) |
||||
Changes in operating assets and liabilities, net of acquisitions: |
||||
Intercompany receivable |
( |
) | ||
Prepaid expenses and current other assets |
( |
) | ||
Accounts payable |
||||
Accrued expenses and other current liabilities |
||||
Founders advisory fees—related party (cash settled) |
||||
Net cash used in operating activities |
( |
) | ||
Cash flows from investing activities: |
||||
Investment in subsidiaries |
( |
) | ||
Intercompany note receivable |
( |
) | ||
Net cash used in investing activities |
( |
) | ||
Cash flows from financing activities: |
||||
Sale of PSSA Ordinary Shares issued to Director Subscribers |
||||
Net cash provided by financing activities |
||||
Net change in cash and cash equivalents |
( |
) | ||
Cash and cash equivalents, beginning of period |
||||
Cash and cash equivalents, end of period |
$ | |||
Non-cash investing and financing activities: |
||||
Redeemable preferred shares issued as consideration for business combination |
$ | |||
Management Subscribers rollover contribution |
$ |
ITEM 13. |
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
SEC Registration Fee |
$ | 123,987 | ||
Legal Fees and Expenses |
100,000 | |||
Accounting Fees and Expenses |
75,000 | |||
Printing Expenses |
100,000 | |||
Transfer Agent Expenses |
20,000 | |||
Miscellaneous Expenses |
6,013 | |||
|
|
|||
Total |
$ | 425,000 | ||
|
|
ITEM 14. |
INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
ITEM 15. |
RECENT SALES OF UNREGISTERED SECURITIES. |
ITEM 16. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) | Exhibits |
* | Filed herewith |
# | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). Perimeter Solutions, SA agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, Perimeter Solutions, SA may request confidential treatment of omitted items. |
(b) | Financial Statement Schedules |
ITEM 17. |
UNDERTAKINGS. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | If the registrant is relying on Rule 430B: |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to |
Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or |
(ii) | If the registrant is subject to Rule 430C (* 230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (* 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred |
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned registrant hereby undertakes that: |
(1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
PERIMETER SOLUTIONS, SA | ||
By: | /s/ Edward Goldberg | |
Name: | Edward Goldberg | |
Title: | Chief Executive Officer and Director |
Signature |
Title |
Date | ||
/s/ Edward Goldberg Edward Goldberg |
Chief Executive Officer and Director (Principal Executive Officer) |
May 2, 2022 | ||
/s/ Barry Lederman Barry Lederman |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 2, 2022 | ||
/s/ W. Nicholas Howley W. Nicholas Howley |
Director | May 2, 2022 | ||
/s/ William N. Thorndike, Jr. William N. Thorndike, Jr. |
Director | May 2, 2022 | ||
/s/ Haitham Khouri Haitham Khouri |
Director | May 2, 2022 | ||
/s/ Vivek Raj Vivek Raj |
Director | May 2, 2022 | ||
/s/ Tracy Britt Cool Tracy Britt Cool |
Director | May 2, 2022 | ||
/s/ Bernt Iversen II Bernt Iversen II |
Director | May 2, 2022 | ||
/s/ Sean Hennessy Sean Hennessy |
Director | May 2, 2022 | ||
/s/ Robert S. Henderson Robert S. Henderson |
Director | May 2, 2022 |
By: | /s/ Barry Lederman |
Name: | Barry Lederman |