EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 PERIMETER HOLDINGS, LLC, as Issuer PERIMETER INTERMEDIATE, LLC, as Holdings THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY THERETO $550,000,000 6.250% SENIOR SECURED NOTES DUE 2034 INDENTURE Dated as of January 2, 2026 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and as Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section Definitions. 5 1.01 Section Other 42 1.02 Definitions. Section Rules 43 1.03 of Construction. Section Measuring 44 1.04 Compliance. ARTICLE 2 THE NOTES Section Form 46 2.01 and Dating. Section Execution 47 2…
Open exhibit ↗Current Report · Items 1.01, 2.03, 9.01 · 8-K
Perimeter Solutions, Inc.
PRMNYSEEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item Entry 1.01 into a Material Definitive Agreement. The Offering On January 2, 2026, Perimeter Holdings, LLC (“Perimeter Holdings”), an indirect wholly owned subsidiary of Perimeter Solutions, Inc.…
Company context
Current securities
Historical securities (1)
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01 into a Material Definitive Agreement.
The
Offering
On
January 2, 2026, Perimeter Holdings, LLC (“Perimeter Holdings”), an indirect wholly owned subsidiary of Perimeter Solutions,
Inc. (the “Company”), completed its previously announced offering of $550 million in aggregate principal amount of 6.250%
senior secured notes due 2034 (the “Notes”) in transactions that were exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”).
The
Notes were issued under an indenture, dated January 2, 2026 (the “Indenture”), by and among Perimeter Holdings, the guarantors
party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The Notes mature on January 15,
2034, and bear interest at a rate of 6.250% per annum, payable in cash semi-annually in arrears on January 15 and July 15 of each year,
commencing on July 15, 2026.
Perimeter
Holdings intends to use the net proceeds of the Notes, together with cash on hand, to pay the cash consideration for the acquisition
of Medical Manufacturing Technologies, LLC (“MMT”) and to pay related fees and expenses.
Guarantees
The
Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by Perimeter Intermediate, LLC (“Perimeter
Intermediate”), the direct parent of Perimeter Holdings, and, subject to certain exclusions, all of Perimeter Holdings’ existing
or future restricted subsidiaries that guarantee Perimeter Holdings’ revolving credit facility.
Security
The
Notes are secured, subject to permitted liens, by a first-priority security interest in substantially all present and hereafter acquired
property and assets of Perimeter Holdings and the guarantors, which also constitutes collateral securing indebtedness under Perimeter
Holdings’ revolving credit facility.
Ranking
The
Notes are general, secured, senior obligations of Perimeter Holdings. Accordingly, the Notes will rank senior in right of payment to
any future subordinated indebtedness of Perimeter Holdings. The Notes are subordinated in right of payment only to any indebtedness that
ranks senior to the Notes by operation of law.
Certain
Covenants
The
Notes are subject to customary negative covenants, including but not limited to, certain limitations, including among other things, the
ability to declare or pay dividends or make certain other payments, purchase, redeem or otherwise acquire or retire for value any equity
interests or otherwise make any restricted payments, conduct certain asset sales, make certain restricted investments; incur certain
indebtedness, grant certain liens, enter into certain transactions with affiliates, and consolidate, merge or transfer all or substantially
all of the assets of Perimeter Intermediate and Perimeter Holdings and its subsidiaries on a consolidated basis. The Indenture also contains
customary events of default and remedies (including acceleration).
Redemption
Perimeter
Holdings may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture plus accrued and unpaid interest,
if any, to, but not including, the redemption date.
In
the event that (i) the acquisition of MMT is not consummated on or prior to September 9, 2026, (ii) Perimeter Holdings notifies U.S.
Bank Trust Company, National Association, as trustee and notes collateral of the Notes that it will not pursue the acquisition of MMT
or (iii) Perimeter Holdings terminates the MMT purchase agreement without consummating the acquisition of MMT (the earliest to
occur of the events described in (i), (ii) or (iii) of this sentence, an “Acquisition Triggering Event”), Perimeter Holdings
will be redeem within 30 days of the Acquisition Triggering Event all of the outstanding Notes at a redemption price of 100% of the
initial issue price of the Notes, plus accrued and unpaid interest to, but not including, the redemption date.
Change
of Control
In
the event of a Change of Control (as defined in the Indenture) each holder will have the right to require that Perimeter Holdings purchase
all or a portion of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued
and unpaid interest, if any, to the date of purchase.
The
foregoing description is qualified in its entirety by reference to the full text of the Indenture and the form of the Notes, copies of
which are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K (this “Report”) and each of which is incorporated
by reference into this Item 1.01.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item Creation
2.03 of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated by reference herein.