Perimeter Solutions, Inc. 8-K

What Happened
Perimeter Solutions (PRM) filed an 8‑K reporting that its subsidiaries entered into an Amended and Restated Credit Agreement on December 19, 2025, establishing a senior secured revolving credit facility of up to $200.0 million. The facility matures December 19, 2030 (subject to a springing maturity 91 days prior to the maturity date of the 2029 Notes), includes a $40.0 million swingline and a $50.0 million letter of credit sub‑facility, and is secured by first‑priority liens and guaranties from Perimeter Intermediate and material domestic subsidiaries. The company also disclosed it agreed to pay $725,000 in attorneys’ fees and expenses to resolve a putative stockholder class action that was dismissed as moot after the Board agreed to hold annual director elections.

Key Details

• Revolving credit facility: up to $200.0 million, maturity Dec 19, 2030; $40.0M swingline; $50.0M letter of credit sub‑facility.
• Upsize option: commitments may be increased up to the greater of $315.0M (or $360.0M after the MMT Acquisition) or 100% of Consolidated EBITDA (subject to permitted ratio debt).
• Pricing: interest equals an applicable margin plus either Term SOFR (with a 1.00% floor) or a base rate; margins are 2.75% for Term SOFR loans and 1.75% for base rate loans, with two 0.25% step‑ups if leverage thresholds (3.75x and 4.25x) are exceeded.
• Litigation resolution: company paid $725,000 to satisfy Plaintiff’s counsel fees in Taylor v. Perimeter Solutions, Inc.; the Court closed the action on Dec 22, 2025 (dismissal as moot after Board actions in Oct 2025).

Why It Matters

• Liquidity and flexibility: the amended facility gives Perimeter a committed $200M revolving line (with meaningful sub‑facilities and an ability to upsiz e) that supports working capital, letters of credit, and short‑term funding needs. The secured nature and guaranties are typical for this type of financing and may affect the company’s borrowing costs and collateral profile.
• Cost of debt and leverage sensitivity: the interest rate structure (SOFR floor, base‑rate alternative, and step‑ups tied to leverage) means borrowing costs will rise if the company’s leverage increases, so investors should watch consolidated leverage metrics and any future drawdowns or upsizes.
• Litigation impact: the $725K payment resolves the specific shareholder suit over director elections, avoiding ongoing litigation expense and distraction—but Perimeter denied wrongdoing and the payment was made to avoid litigation costs, not as an admission.

Keywords: credit facility, revolving credit, Term SOFR, leverage, attorneys’ fees, shareholder litigation, liquidity.