Item Regulation 7.01 FD Disclosure. On January 22, 2026, Perimeter Solutions, Inc. (the “Company”) issued a press release announcing the completion of the transaction described in Item 8.01 below, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.…
Filed Jan 22, 2026Accepted Jan 22, 2026, 5:16 PM ESTCIK 1880319Accession 0001493152-26-003264
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Item 7.01Item 7.01 - Regulation FD Disclosure
Item Regulation
7.01 FD Disclosure.
On
January 22, 2026, Perimeter Solutions, Inc. (the “Company”) issued a press release announcing the completion of the transaction
described in Item 8.01 below, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference
in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item Other
8.01 Events.
Stock
Purchase Agreement
As
previously disclosed, on December 9, 2025, Perimeter Solutions North America, Inc., a Delaware corporation (the “Buyer”)
and a wholly-owned subsidiary of the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”), by
and among the Buyer, the Company, Thunderbird Midco, LLC, a Delaware limited liability company, and its subsidiaries (“MMT”),
the equity holders of MMT (the “Sellers”), and certain other parties thereto pursuant to which the Buyer agreed to acquire
all of the outstanding capital stock of MMT from the Sellers for $685 million in cash, subject to certain customary adjustments as set
forth in the Purchase Agreement (the “Acquisition”).
On
January 22, 2026, the Company completed the Acquisition pursuant to the Purchase Agreement (the “Closing”), and the Buyer
acquired all of the outstanding capital stock of MMT in exchange for the cash consideration described above.
The
Purchase Agreement contains customary representations, warranties and covenants of the Buyer, the Company, MMT and the Sellers. The Company
financed the Acquisition with cash on hand and the proceeds of the senior secured notes offering which closed on January 2, 2026.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, a copy which is filed as Exhibit 2.1 to this Current Report on Form 8-K
The
Purchase Agreement is included to provide investors and security holders with information regarding its terms. It is not intended to
provide any financial or other information about the Sellers, MMT, the Company or their respective subsidiaries and affiliates. In particular,
the assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by information in confidential
disclosure schedules provided by each party in connection with the signing of the Purchase Agreement. These confidential disclosure schedules
contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Purchase Agreement.
Moreover, certain representations and warranties in the Purchase Agreement were used for the purpose of allocating risk between the parties
rather than establishing certain matters as facts. The Company’s investors and security holders should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Sellers, MMT, the
Company or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected
in the Company’s public disclosures.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
Exhibit 99.1
Perimeter
Solutions Completes Acquisition of MMT
January
22, 2026
Clayton,
Missouri, January 22, 2026 - Perimeter Solutions, Inc. (NYSE: PRM) (“Perimeter,” “Perimeter Solutions,”
or the “Company”), today announced that it has completed the acquisition of Medical Manufacturing Technologies LLC (“MMT”)
from Arcline Investment Management (“Arcline”) for approximately $685 million in cash, including certain tax benefits. The
signing of the definitive agreement was previously announced on December 10, 2025. The Company financed the transaction with cash on
hand and the proceeds of the senior secured notes offering that closed on January 2, 2026.
MMT
is a leading provider of highly engineered machinery and associated aftermarket consumables, parts, and services for the manufacturing
of minimally invasive medical devices. Nearly all MMT’s revenue is generated from proprietary products and approximately half of
its revenue is derived from the aftermarket.
Advisors
Baird
and Morgan Stanley served as financial advisors to Perimeter, and Nixon Peabody and Greenberg Traurig provided legal counsel to Perimeter.
William Blair and Houlihan Lokey served as financial advisors to …