Edward Goldberg, CEO of Perimeter Solutions, had to work with EverArc Holdings to complete in just a few months a process that normally take years. And to make things even more problematic, they did it primarily in a virtual world.
Perimeter Solutions, a manufacturer of fire safety products and lubricant additives, secured $1.15 billion of development capital in November 2021 and, concurrently, merged with EverArc Holdings after the latter company delisted itself from the London Stock Exchange. The merger valued the combined company at $2 billion with subsequent NYSE listing.
The entire process, which began in early 2021, was completed around Memorial Day. There was general agreement on both sides to complete the deal by year end so as not to lose momentum and to get ahead of potential changes to the tax laws heading into 2022 that could impact the economics of the deal.
“Super challenging,” Goldberg says. “Pretty much all of the management presentation interaction and much of their diligence was done over video conference. In fact, I didn't meet the EverArc guys in person until sometime in May.”
Key to the process was the rapport both groups established, despite it being mainly through video.
“It was super important because, again, as we weren't meeting face-to-face, it becomes a lot more challenging to establish a relationship over Zoom,” Goldberg says. “The one thing about us, we’re very experienced in this business and we're very transparent. I think we did a good job of not trying to sell the company, but just really talk about the business in a very transparent, honest way.”
Goldberg says the EverArc team was very straightforward, and he knew they weren’t looking for a sales pitch from the Perimeter team.
“I don't think the deal could have gotten done had we not been able to really establish a relationship where they can ask me anything,” Goldberg says. “And I built the trust in how I would answer their questions. I think that was kind of a key”
Another major impediment was taking the private company public.
“The biggest hurdle that we had to address was bringing our audits and controls up to public company standards,” Goldberg says. “They were good quality audits, but they were on private company standards. In order to go public, you have to have audits that comply with PCAOB standards, a much higher standard of audit, and we had to go back and not only upgrade all of our previous audits, we had to find an auditor that was independent.”
Goldberg credits the CFO, Barry Lederman, for making sure that the SEC filings were robust to minimize the number of questions and turns and iterations back with the SEC.
Moving forward, Goldberg is excited about the possibilities.
“We have a lot more flexibility to invest in the business and really expand our offering to be a true solutions provider,” he says. “As a public company now, we can take a much broader longer-term view in terms of growing this business and make investments that we know we're going to pay off over the long term. We're looking to grow our core business. We are investing in a number of significant growth opportunities, and we're looking for ways to grow the business — diversification, further accretive growth. Inorganically, we've done a number of acquisitions over the years where we're going to expect to be very active in the M&A market. So we think we could be a significantly bigger, more valuable company in the future if we’re able to execute on our plans.”
Edward Goldberg, CEO of Perimeter Solutions, spoke on the Smart Business Dealmakers Podcast about securing $1.15 billion of development capital and, concurrently, merging with EverArc Holdings. Hit play above to catch the full conversation.