Perimeter Solutions, Inc. 8-K

What Happened
Perimeter Solutions, through its indirect subsidiary Perimeter Holdings, completed an exempt offering on January 2, 2026 of $550 million aggregate principal of 6.250% senior secured notes due January 15, 2034. The notes were issued under an indenture dated January 2, 2026 (U.S. Bank Trust Company, National Association is trustee) and are secured by first‑priority liens on substantially all present and future assets of Perimeter Holdings and the guarantors. Perimeter Holdings intends to use the net proceeds, together with cash on hand, to fund the cash consideration and related fees and expenses for the acquisition of Medical Manufacturing Technologies, LLC (MMT).

Key Details

• Principal and rate: $550 million aggregate principal; 6.250% interest per year, payable in cash semi‑annually (Jan. 15 and July 15), beginning July 15, 2026.
• Maturity and trustee: Notes mature Jan. 15, 2034; trustee and notes collateral agent is U.S. Bank Trust Company, N.A.
• Security & guarantees: Fully and unconditionally guaranteed on a senior secured basis by Perimeter Intermediate and, with certain exclusions, other restricted subsidiaries that guarantee the company’s revolving credit facility; liens also secure the revolving credit facility.
• Redemption and protections: If the MMT acquisition is not completed by Sept. 9, 2026 (or is abandoned/terminated earlier), Perimeter Holdings must redeem all outstanding notes within 30 days at 100% of issue price plus accrued interest; holders have a change‑of‑control put at 101% of principal plus accrued interest.
• Covenants & ranking: Notes are senior, secured obligations that rank senior to future subordinated debt and include customary negative covenants limiting dividends/restricted payments, certain asset sales, incurrence of debt, liens, affiliate transactions and mergers.

Why It Matters
This filing shows Perimeter is taking on substantial secured debt to fund the MMT acquisition, which will increase the company’s leverage and interest expense (6.25% coupon). The notes’ secured, senior status and the covenants reduce flexibility for dividends, repurchases or certain transactions, while the mandatory redemption if the acquisition fails by Sept. 9, 2026 creates a clear deadline tied to financing use. Investors should note the credit and cash‑flow implications: higher near‑term interest payments, secured claims on assets, and limitations on corporate actions until the notes are repaid or refinanced.