Primo Brands Corporation (NYSE: PRMB) (“Primo Brands” or the “Company”) announced today the final tender results of its previously announced separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes issued by either Primo Water Holdings Inc., an indirect, wholly owned subsidiary of Primo Brands (the “Primo Issuer”), or Triton Water Holdings, Inc., an indirect, wholly owned subsidiary of Primo Brands (the “BlueTriton Issuer” and, together with the Primo Issuer, the “Issuers”), for three new series of senior notes, to be co-issued by the Issuers, and cash. The Offers consisted of the following: an offer to exchange any and all of the €450,000,000 in aggregate principal amount of outstanding 3.875% Senior Notes due 2028 (the “Existing Primo 2028 Notes”) issued by the Primo Issuer for a combination of new 3.875% Senior Secured Notes due 2028 (the “New Secured Euro Notes”), to be co-issued by the Issuers, and cash; an offer to exchange any and all of the $750,000,000 in aggregate principal amount of outstanding 4.375% Senior Notes due 2029 (the “Existing Primo 2029 Notes”) issued by the Primo Issuer for a combination of new 4.375% Senior Secured Notes due 2029 (the “New Secured Dollar Notes” and, together with the New Secured Euro Notes, the “New Secured Notes”), to be co-issued by the Issuers, and cash; and an offer to exchange any and all of the $713,023,000 in aggregate principal amount of outstanding 6.250% Senior Notes due 2029 (the “Existing BlueTriton Notes”) issued by the BlueTriton Issuer for a combination of new 6.250% Senior Notes due 2029 (the “New Unsecured Notes” and, together with the New Secured Notes, the “New Notes”), to be co-issued by the Issuers, and cash, the complete terms and conditions of which are set forth in an offering memorandum and consent solicitation statement, dated January 27, 2025 (the “Offering Memorandum”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Offering Memorandum.
As previously announced, as of 5:00 p.m., New York City time, on February 7, 2025 (the “Early Tender Date”), €439,237,000 in aggregate principal amount of the Existing Primo 2028 Notes, $746,331,000 in aggregate principal amount of the Existing Primo 2029 Notes, and $699,072,000 in aggregate principal amount of the Existing BlueTriton Notes had been validly tendered and not validly withdrawn (collectively, the “Early Tender Notes”). Early settlement for the New Notes issuable in exchange for the Early Tender Notes occurred on February 12, 2025.
Following the Early Tender Date and on or prior to 5:00 p.m., New York City time, on February 25, 2025 (the “Expiration Date”), based on information provided by Global Bondholder Services Corporation, the exchange agent and information agent for the Offers, an aggregate principal amount of (i) €2,640,000 of Existing Primo 2028 Notes, (ii) $120,000 of Existing Primo 2029 Notes, and (iii) $13,688,000 of Existing BlueTriton Notes were validly tendered (the “Late Tender Notes”). As previously announced, holders of Existing Notes tendered following the Early Tender Date and prior to the Expiration Date are eligible to receive (i) for each €1,000 in aggregate principal amount of Existing Primo 2028 Notes validly tendered for exchange, €1,000 in aggregate principal amount of New Secured Euro Notes, (ii) for each $1,000 in aggregate principal amount of Existing Primo 2029 Notes validly tendered for exchange, $1,000 in aggregate principal amount of New Secured Dollar Notes, and (iii) for each $1,000 in aggregate principal amount of Existing BlueTriton Notes validly tendered for exchange, $1,000 in aggregate principal amount of New Unsecured Notes (with respect to each series of Existing Notes, as applicable, the “Exchange Consideration”).
The final settlement for the Late Tender Notes is expected to occur on February 28, 2025 (the “Final Settlement Date”), subject to all the conditions to the applicable Offer having been satisfied or waived by the Issuers. Following such final settlement, the aggregate principal amount of (i) Existing Primo 2028 Notes outstanding will be €8,123,000, (ii) Existing Primo 2029 Notes outstanding will be $3,549,000, and (iii) Existing BlueTriton Notes outstanding will be $263,000.
In addition to the Exchange Consideration, the Issuers will pay in cash all of the accrued and unpaid interest on the Late Tender Notes accepted in the Offers from the applicable latest interest payment date for such series of Existing Notes to, but not including, the Final Settlement Date. Eligible Holders who receive New Notes in exchange for Late Tender Notes on the Final Settlement Date will receive New Notes that will have an embedded entitlement to pre-issuance interest for the period from, and including, February 12, 2025, the early settlement date of the Offers, to, but not including, the Final Settlement Date. As a result, the cash payable for accrued and unpaid interest on the Late Tender Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.
The Offers were made, and the New Notes are being offered and issued, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
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