Perimeter Solutions, Inc. 8-K

Securities Purchase Agreement dated December 9, 2025 under which Perimeter Solutions North America, Inc. will acquire 100% of Thunderbird MidCo, LLC from Thunderbird TopCo, L.P. for an initial $685 million cash consideration, subject to working capital, debt, expense, and escrow-based adjustments and extensive closing conditions and representations.

This Exhibit 2.1 is a Securities Purchase Agreement, dated December 9, 2025, under which Thunderbird TopCo, L.P. agrees to sell 100% of the membership interests of Thunderbird MidCo, LLC to Perimeter Solutions North America, Inc. (backstopped by Perimeter Solutions, Inc. as parent guarantor) for a cash purchase price starting at $685 million and adjusted for cash, indebtedness, transaction expenses, net working capital, and specified escrow and earnout escrows. The agreement lays out detailed closing mechanics, including delivery of an Estimated Purchase Price, preparation and post‑closing adjustment of a Closing Statement with an independent accountant dispute mechanism, and structured releases of both a general escrow and a dedicated earnout/retention escrow tied to underlying third‑party earnout and retention obligations, each with capped recovery for over‑ or under‑payments. It also specifies conditions precedent to closing (regulatory approvals, HSR/competition law clearances, absence of injunctions, bring‑down of representations and warranties, absence of a Material Adverse Effect, and delivery of key ancillary items), and mutual covenants regarding conduct of business, regulatory filings, financing, employee and benefit plan treatment, and post‑closing access to records. Extensive representations and warranties by the seller, the company, and the buyer cover organizational status, capitalization, financial statements, liabilities (including tax, environmental, data privacy, cybersecurity, regulatory compliance, employee benefits, and IP), absence of undisclosed liabilities or material litigation, and the validity and enforceability of contracts, with non‑survival and exclusive‑remedy provisions, arbitration/jurisdiction clauses, and a parent guaranty by Perimeter Solutions, Inc. for specified obligations. Overall, the agreement documents a highly structured, regulatorily conditioned, all‑cash carve‑out acquisition of the MMT group of companies (via Thunderbird MidCo), with tightly defined post‑closing price adjustment and risk allocation mechanisms.

Filing Facts

CIK

1880319

Ticker

-

Form

8-K

Source Type

sec

Accession

0001493152-26-003264

Alert Tier

-