Primo Brands Corp (Form: 8-K, Received: 02/10/2025 06:01:08)

Primo Brands Corporation

Date: February 7, 2025

/s/ Marni Morgan Poe

Marni Morgan Poe

General Counsel & Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 7, 2025

Primo Brands Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-42404

99-3483984

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

1150 Assembly Drive, Suite 800,

Tampa, Florida 33607

900 Long Ridge Road, Building 2

Stamford, Connecticut 06902

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (813) 544-8515

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of each exchange

on which registered

Class A common stock, $0.01 par value per share

PRMB

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement

On February 7, 2025, following receipt of the requisite consents in the previously announced Consent Solicitations (as defined herein):

•

Primo Water Holdings Inc. (the “Primo Issuer”), an indirect wholly-owned subsidiary of Primo Brands Corporation (the “Company” or “Primo Brands”), BNY Trust Company of Canada, as Canadian trustee (the “Primo Canadian Trustee”), and The Bank of New York Mellon, as U.S. trustee (together with the Primo Canadian Trustee, the “Primo Notes Trustees”), entered into that certain Second Supplemental Indenture (the “Primo 2028 Notes Supplemental Indenture”) to the indenture (the “Primo 2028 Notes Indenture”) governing the Primo Issuer’s existing 3.875% Senior Notes due 2028 (the “Primo 2028 Notes”) to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the Primo 2028 Notes Indenture as well as to release the note guarantee of each guarantor of the Primo 2028 Notes (collectively, the “Primo 2028 Notes Amendments”);

•

the Primo Issuer and the Primo Notes Trustees entered into that certain Second Supplemental Indenture (the “Primo 2029 Notes Supplemental Indenture”) to the indenture (the “Primo 2029 Notes Indenture”) governing the Primo Issuer’s existing 4.375% Senior Notes due 2029 (the “Primo 2029 Notes”) to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the Primo 2029 Notes Indenture as well as to release the note guarantee of each guarantor of the Primo 2029 Notes (collectively, the “Primo 2029 Notes Amendments”); and

•

Triton Water Holdings, Inc. (the “BlueTriton Issuer” and, together with the Primo Issuer, the “Issuers”), an indirect, wholly-owned subsidiary of the Company, the guarantors named therein, and Wilmington Trust, National Association, as trustee, entered into that certain First Supplemental Indenture (the “BlueTriton Notes Supplemental Indenture” and, together with the Primo 2028 Notes Supplemental Indenture and the Primo 2029 Notes Supplemental Indenture, the “Supplemental Indentures”) to the indenture (the “BlueTriton Notes Indenture”) governing the BlueTriton Issuer’s existing 6.250% Senior Notes due 2029 (the “BlueTriton Notes” and, together with the Primo 2028 Notes and the Primo 2029 Notes, the “Existing Notes”) to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in the BlueTriton Notes Indenture (collectively, the “BlueTriton Amendments” and, together with the Primo 2028 Notes Amendments and the Primo 2029 Notes Amendments, the “Notes Amendments”).

The Notes Amendments effectuated by the Supplemental Indentures are expected to become operative on the Early Settlement Date (as defined herein). As a result of the Supplemental Indentures becoming operative on the Early Settlement Date, among other things, all of the shares of the Company’s Class B common stock, which are currently held by an affiliate of One Rock Capital Partners, LLC (“One Rock”), shall automatically convert into an equal number of shares of the Company’s Class A common stock and One Rock will no longer be subject to the limitation on voting no more than 49% of the shares of the Company’s Class A common stock outstanding, as described in the Company’s amended and restated certificate of incorporation.

The foregoing descriptions of the Primo 2028 Notes Supplemental Indenture, Primo 2029 Notes Supplemental Indenture, and BlueTriton Notes Supplemental Indenture are not complete and are qualified in their entirety by reference to the full text of each Supplemental Indenture, copies of which are filed as Exhibits 4.1, 4.2, and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On February 7, 2025, the Company issued a press release announcing (i) the early tender results of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the Primo 2028 Notes, Primo 2029 Notes, and BlueTriton Notes for three new series of senior notes to be co-issued by the Issuers (the “New Notes”) and cash and (y) solicitation of consents (the “Consent Solicitations”) from eligible holders of the Existing Notes to adopt the Notes Amendments, each of which commenced on January 27, 2025, (ii) the Issuers’ election to conduct an early settlement of the Offers that is expected to occur on February 12, 2025 (the “Early Settlement Date”), and (iii) the execution of the Supplemental Indentures.

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Offers and Consent Solicitations are being made, and the New Notes are being offered and issued, solely pursuant to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated January 27, 2025 pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, and are not being registered under any state or foreign securities laws. The information contained in this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security.

Cautionary Note Regarding Forward-Looking Information

This Form 8-K contains forward-looking statements and forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve inherent risks and uncertainties, and several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. In some cases, forward-looking statements may be identified by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “aim,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “predict,” “project,” “seek,” “potential,” “opportunities,” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. They also include statements regarding the Company’s intentions, beliefs, or current expectations concerning, among other things, the Offers and Consent Solicitations and the issuance of the New Notes,, and other information that is not historical information. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements.

Although management believes that it has a reasonable basis for each forward-looking statement contained in this Form 8-K, you are cautioned that these statements are based on a combination of facts and factors currently known by the Company and its expectations of the future, about which it cannot be certain. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: risks related to the New Notes; the ability of the Company to consummate the Offers and Consent Solicitations in a timely manner or at all; the Company’s ability to compete successfully in the markets in which it operates; fluctuations in commodity prices and the Company’s ability to pass on increased costs to its customers or hedge against such rising costs, and the impact of those increased prices on the Company’s volumes; the Company’s ability to maintain favorable arrangements and relationships with its suppliers; the Company’s ability to manage supply chain disruptions and cost increases related to inflation; the Company’s ability to manage its operations successfully; adverse changes in general economic conditions, including inflation and interest rates; any disruption to production at the Company’s manufacturing facilities; the Company’s ability to maintain access to its water sources; the impact of climate change on the Company’s business; the Company’s ability to protect its intellectual property; the seasonal nature of the Company’s business and the effect of adverse weather conditions; the impact of national, regional, and global events, including those of a political, economic, business, and competitive nature, such as the Russia/Ukraine war or the Israel/Hamas conflict; the impact of a pandemic, such as COVID-19, related government actions, and the Company’s strategy in response thereto on its business; difficulties with integrating the businesses of Primo Water Corporation (“Primo Water”) and Triton Water Parent, Inc. (“BlueTriton”) and in realizing the expected benefits of such combination of such businesses (the “Business Combination”); the unfavorable outcome of legal proceedings that may be instituted against the parties to the Business Combination in connection with such transaction; the inability to capture all or part of the expected benefits of the strategic opportunities the Company pursues, including those related to the Business Combination, potential synergies related thereto, and the ability to integrate Primo

Water’s business and BlueTriton’s business successfully in the expected timeframe; potential liabilities that the Company may inherit and that are not known, probable, or estimable at this time; the inability to retain Primo Water or BlueTriton management, associates, or key personnel; the impact of future domestic and international industry trends on the Company and its future growth, business strategy, and objectives for future operations; the impact of the significant amount of the Company’s consolidated indebtedness, which could decrease business flexibility; the inability to refinance or restructure existing indebtedness obligations on favorable terms, or at all; the Company’s ability to meet its obligations under its debt agreements, and risks of further increases to the Company’s indebtedness; the Company’s ability to maintain compliance with the covenants and conditions under its debt agreements; impacts to the value of the collateral assets securing the Company’s indebtedness; fluctuations in interest rates, which could increase the Company’s borrowing costs; the possibility that claims, assessments, or liabilities were not discovered or identified in the course of performing due diligence investigations of the two businesses of Primo Water and BlueTriton; litigation and regulatory risks; and other factors discussed in more detail in the Offering Memorandum and our filings with the Securities and Exchange Commission.

As a result of these factors, the Company cannot assure you that the forward-looking statements in this Form 8-K will prove to be accurate. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete discussion of all potential risks or uncertainties that may substantially impact the Company’s business. Moreover, Primo Brands operates in a competitive and rapidly changing environment. New factors emerge from time to time and it is not possible to predict the impact of all of these factors on the Company’s business, financial condition, or results of operations.

Furthermore, if any forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Primo Brands or any other person that the Company will achieve its objectives, plans, or cost savings in any specified time frame or at all. In addition, even if its results of operations, financial condition, and liquidity, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this Form 8-K, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements contained in this Form 8-K are made only as of the date of this Form 8-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description

4.1		Second Supplemental Indenture, dated as of February 7, 2025, by and among Primo Water Holdings Inc., BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, to the Indenture, dated as of October 22, 2020, by and among Primo Water Holdings Inc., as issuer, the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, The Bank of New York Mellon, as U.S. trustee, and The Bank of New York Mellon, London Branch, as London paying agent, governing the 3.875% Senior Notes due 2028.

4.2		Second Supplemental Indenture, dated as of February 7, 2025, by and among Primo Water Holdings Inc., BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, to the Indenture, dated as of April 30, 2021, by and among Primo Water Holdings Inc., as issuer, the guarantors party thereto, BNY Trust Company of Canada, as Canadian trustee, and The Bank of New York Mellon, as U.S. trustee, paying agent, registrar, transfer agent, and authenticating agent, governing the 4.375% Senior Notes due 2029.

4.3		First Supplemental Indenture, dated as of February 7, 2025, by and among Triton Water Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, to the Indenture, dated as of March 31, 2021, by and among Triton Water Holdings, Inc., as issuer, the guarantors party thereto, and Wilmington Trust, National Association, as trustee, governing the 6.250% Senior Notes due 2029.

99.1		Press Release, dated February 7, 2025.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of February 7, 2025 (this “Supplemental Indenture”), by and among Primo Water Holdings Inc., a Delaware corporation (the “Issuer”), BNY Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”), and The Bank of New York Mellon, as U.S. trustee (in such capacity, the “U.S. Trustee” and, together with the Canadian Trustee, the “Trustees”), paying agent, registrar, transfer agent, and authenticating agent, to that certain Indenture, dated as of October 22, 2020 (as amended, supplemented, or otherwise modified to date, the “Indenture”), by and among the Issuer, the guarantors from time to time party thereto (the “Guarantors”), the Trustees, and The Bank of New York Mellon, London Branch, as London paying agent (the “Paying Agent”).

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, the Trustees, and the Paying Agent are party to the Indenture providing for the issuance of the Issuer’s 3.875% Senior Notes due 2028 (the “Notes”);

WHEREAS, Section 9.2 of the Indenture provides that, in certain circumstances, the Issuer and the Trustees may amend, supplement, or otherwise modify the Indenture, any Guarantee, and the Notes with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding and issued under the Indenture (the “Requisite Consents”) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), including, but not limited to, any amendment or supplement that has the effect of releasing the Note Guarantees provided by the Guarantors (the “Guarantor Release”);

WHEREAS, the Issuer has distributed the Offering Memorandum and Consent Solicitation Statement, dated January 27, 2025 (the “Offering Memorandum”), to the Holders in connection with the solicitation of such Holders’ consents, voting as a single class (the “Consents”), to certain Proposed Amendments (as defined below) to the Indenture and to the Guarantor Release, each as further described in the Offering Memorandum;

WHEREAS, Holders of approximately 97.61% in aggregate principal amount of Notes outstanding (with any Notes held by the Issuer, any Guarantor, or any Affiliate of them being disregarded and deemed not to be outstanding) have validly tendered, and not validly withdrawn, Consents to the adoption of the amendments, deletions, and revisions provided in Sections 2.01 and 2.02 of this Supplemental Indenture (collectively, the “Proposed Amendments”) and to the Guarantor Release, in each case, in accordance with the provisions of the Indenture;

WHEREAS, the Board of Directors of the Issuer has approved the Proposed Amendments, the execution of this Supplemental Indenture, and the Guarantor Release;

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously herewith, to the Trustees, (i) evidence that the Requisite Consents have been received and (ii) the Officer’s Certificate and the Opinion of Counsel described in Sections 9.5, 12.3, and 12.4 of the Indenture with respect to this Supplemental Indenture;

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

WHEREAS, having received the Requisite Consents pursuant to Section 9.2 of the Indenture, the Issuer desires to amend the Indenture to effectuate the Proposed Amendments and the Guarantor Release in accordance with the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustees are authorized to execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.

SECTION 1.02. Certain Definitions. Any definitions used exclusively in the provisions of the Indenture or the Notes that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all textual references in the Indenture and the Notes exclusively relating to clauses, paragraphs, Sections, Articles, or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in their entirety.

ARTICLE TWO

AMENDMENTS

SECTION 2.01. Deletion of Certain Provisions. The Indenture is hereby amended to delete the following sections or clauses, as applicable, in their entirety, and, in the case of each such section or clause, as applicable, insert in lieu thereof the phrase “[Intentionally Omitted]”, and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto, are hereby deleted throughout the Indenture, and such sections, clauses, and references shall be of no further force or effect.

(a)

Section 3.2 entitled “Limitation on Indebtedness.”

(b)

Section 3.3 entitled “Limitation on Restricted Payments.”

(c)

Section 3.4 entitled “Limitation on Restrictions on Distributions from Restricted Subsidiaries.”

(d)

Section 3.5 entitled “Limitation on Sales of Assets and Subsidiary Stock.”

(e)

Section 3.6 entitled “Limitation on Liens.”

(f)

Section 3.7 entitled “Limitation on Guarantees.”

(g)

Section 3.8 entitled “Limitation on Affiliate Transactions.”

(h)

Section 3.9 entitled “Change of Control.”

(i)

Section 3.10 entitled “Reports,” other than the last sentence of Section 3.10(e).

(j)

Section 3.12 entitled “Corporate Existence.”

(k)

Section 3.15 entitled “Designation of Restricted and Unrestricted Subsidiaries.”

(l)

Section 3.16 entitled “Suspension of Covenants on Achievement of Investment Grade Status.”

(m)

Section 4.1 entitled “Merger and Consolidation,” other than Section 4.1(f).

(n)

Clauses (3) - (8) of Section 6.1 entitled “Events of Default.”

SECTION 2.02. Addition of Certain Provisions. The Indenture is hereby amended to insert the following provisions:

(a)

As a new defined term in alphabetical order under Section 1.1 of the Indenture: “‘Second Supplemental Indenture’ means that certain Second Supplemental Indenture, dated as of February 7, 2025, by and among the Issuer and the Trustees.”

(b)

As new Section 10.5 to the Indenture: No Guarantors. “Notwithstanding anything to the contrary, in accordance with Section 9.2 of this Indenture, effective as of and after the operative date of the Second Supplemental Indenture, the Obligations of the Issuer under this Indenture shall no longer be guaranteed pursuant to the Notes Guarantees and such Guaranteed Obligations are hereby released, terminated, and discharged in full and any amendments to, restatements of, or termination of, as applicable, this Indenture and any related documents, including, but not limited to, any acknowledgements, side-letters, and other agreements, in order to effectuate all of the transactions contemplated by this Section 10.5 shall be permitted under this Indenture and shall be executed and delivered upon request.”

ARTICLE THREE

MISCELLANEOUS

SECTION 3.01. Effective Date of this Supplemental Indenture. Notwithstanding that this Supplemental Indenture shall be effective upon the execution and delivery thereof by the parties hereto, the Proposed Amendments and the Guarantor Release shall each become operative only at the time and date at which the Notes representing the Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Offering Memorandum. The Issuer will notify the Trustees in writing (which may be by email) upon the Proposed Amendments becoming operative.

SECTION 3.02. Reference to and Effect on the Indenture. On and after the effective date, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” (and all references to the Indenture in any other agreements, documents, or instruments) shall mean and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture, unless the context otherwise requires. The Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken, and construed as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.03. Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy, or claim under the Indenture.

SECTION 3.04. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 3.05. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby (i) certifies that no representative, agent, or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this Supplemental Indenture by, among other things, the mutual waivers and certifications in this paragraph.

SECTION 3.06. Severability. In case any provision in this Supplemental Indenture is invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

SECTION 3.07. Successors. All agreements of the Issuer in this Supplemental Indenture will bind its successors. All agreements of the Trustees in this Supplemental Indenture will bind their respective successors.

SECTION 3.08. Trustees Disclaimer; Trust. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer, and the Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Supplemental Indenture. The Trustees accept the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agree to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

SECTION 3.09. Multiple Counterparts. The parties may execute and deliver in counterparts any number of copies of this Supplemental Indenture, including by facsimile transmission, PDF, or other electronic means. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart signature page of this Supplemental Indenture by e-mail (PDF) or telecopy shall be effective as delivery of a manually executed counterpart of this Supplemental Indenture.

SECTION 3.10. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first above written.

[Primo Water Holdings – Second Supplemental Indenture (2028 Notes)]


Trustees:	BNY TRUST COMPANY OF CANADA,
	as Canadian Trustee

	By:	/s/ Ismail Bawa
	Name:	Ismail Bawa
	Title:	Authorized Signatory

	THE BANK OF NEW YORK MELLON,
	as U.S. Trustee

	By:	/s/ Melissa Matthews
	Name:	Melissa Matthews
	Title:	Vice President

[Primo Water Holdings – Second Supplemental Indenture (2028 Notes)]

Exhibit 4.2

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of February 7, 2025 (this “Supplemental Indenture”), by and among Primo Water Holdings Inc., a Delaware corporation (the “Issuer”), BNY Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”), and The Bank of New York Mellon, as U.S. trustee (in such capacity, the “U.S. Trustee” and, together with the Canadian Trustee, the “Trustees”), paying agent, registrar, transfer agent, and authenticating agent, to that certain Indenture, dated as of April 30, 2021 (as amended, supplemented, or otherwise modified to date, the “Indenture”), by and among the Issuer, the guarantors party thereto (the “Guarantors”), and the Trustees.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, and the Trustees are party to the Indenture providing for the issuance of the Issuer’s 4.375% Senior Notes due 2029 (the “Notes”);

WHEREAS, Holders of approximately 99.51% in aggregate principal amount of Notes outstanding (with any Notes held by the Issuer, any Guarantor, or any Affiliate of them being disregarded and deemed not to be outstanding) have validly tendered, and not validly withdrawn, Consents to the adoption of the amendments, deletions, and revisions provided in Sections 2.01 and 2.02 of this Supplemental Indenture (collectively, the “Proposed Amendments”) and to the Guarantor Release, in each case, in accordance with the provisions of the Indenture;

WHEREAS, the Board of Directors of the Issuer has approved the Proposed Amendments, the execution of this Supplemental Indenture, and the Guarantor Release;

WHEREAS, pursuant to Section 9.2 of the Indenture, the Trustees are authorized to execute and deliver this Supplemental Indenture.

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

AMENDMENTS

(a)

Section 3.2 entitled “Limitation on Indebtedness.”

(b)

Section 3.3 entitled “Limitation on Restricted Payments.”

(c)

Section 3.4 entitled “Limitation on Restrictions on Distributions from Restricted Subsidiaries.”

(d)

Section 3.5 entitled “Limitation on Sales of Assets and Subsidiary Stock.”

(e)

Section 3.6 entitled “Limitation on Liens.”

(f)

Section 3.7 entitled “Limitation on Guarantees.”

(g)

Section 3.8 entitled “Limitation on Affiliate Transactions.”

(h)

Section 3.9 entitled “Change of Control.”

(i)

Section 3.10 entitled “Reports,” other than the last sentence of Section 3.10(e).

(j)

Section 3.12 entitled “Corporate Existence.”

(k)

Section 3.15 entitled “Designation of Restricted and Unrestricted Subsidiaries.”

(l)

Section 3.16 entitled “Suspension of Covenants on Achievement of Investment Grade Status.”

(m)

Section 4.1 entitled “Merger and Consolidation,” other than Section 4.1(f).

(n)

Clauses (3) - (8) of Section 6.1 entitled “Events of Default.”

SECTION 2.02. Addition of Certain Provisions. The Indenture is hereby amended to insert the following provisions:

(a)

(b)

ARTICLE THREE

MISCELLANEOUS

SECTION 3.04. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 3.10. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the date first above written.

[Primo Water Holdings – Second Supplemental Indenture (2029 Notes)]


Trustees:	BNY TRUST COMPANY OF CANADA,
	as Canadian Trustee

	By:	/s/ Ismail Bawa
	Name:	Ismail Bawa
	Title:	Authorized Signatory

	THE BANK OF NEW YORK MELLON,
	as U.S. Trustee

	By:	/s/ Melissa Matthews
	Name:	Melissa Matthews
	Title:	Vice President

[Primo Water Holdings – Second Supplemental Indenture (2029 Notes)]

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of February 7, 2025 (this “Supplemental Indenture”), by and among Triton Water Holdings, Inc., a Delaware corporation (the “Issuer”), each of the parties identified as a Guarantor on the signature pages hereto (the “Guarantors”), and Wilmington Trust, National Association, as trustee (the “Trustee”), to that certain Indenture, dated as of March 31, 2021 (as amended, supplemented, or otherwise modified to date, the “Indenture”), by and among the Issuer, the Guarantors, and the Trustee.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, and the Trustee are party to the Indenture providing for the issuance of the Issuer’s 6.250% Senior Notes due 2029 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that, in certain circumstances, the Issuer and the Trustee may amend or supplement the Indenture Documents with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (the “Requisite Consents”) (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes);

WHEREAS, Holders of approximately 98.04% in aggregate principal amount of Notes outstanding (with any Notes held by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, being deemed not to be outstanding) have validly tendered, and not validly withdrawn, Consents to the adoption of all of the amendments and deletions provided in Section 2.01 of this Supplemental Indenture (collectively, the “Proposed Amendments”) in accordance with the provisions of the Indenture;

WHEREAS, the Board of Directors of the Issuer has approved the Proposed Amendments and the execution of this Supplemental Indenture;

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee (i) evidence that the Requisite Consents have been received and (ii) the Officer’s Certificate and the Opinion of Counsel described in Sections 9.05, 13.03, and 13.04 of the Indenture with respect to this Supplemental Indenture;

WHEREAS, having received the Requisite Consents pursuant to Section 9.02 of the Indenture, the Issuer and the Guarantors desire to amend the Indenture to effectuate the Proposed Amendments in accordance with the terms set forth in the Indenture; and

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

AMENDMENTS

(a)

Section 4.03 entitled “Reports” other than the last two sentences of Section 4.03(f).

(b)

Section 4.04 entitled “Compliance Certificate” other than Section 4.04(b).

(c)

Section 4.06 entitled “Stay, Extension and Usury Laws.”

(d)

Section 4.07 entitled “Restricted Payments.”

(e)

Section 4.08 entitled “Dividend and Other Payment Restrictions Affecting Subsidiaries.”

(f)

Section 4.09 entitled “Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

(g)

Section 4.10 entitled “Asset Sales.”

(h)

Section 4.12 entitled “Transactions with Affiliates.”

(i)

Section 4.13 entitled “Liens.”

(j)

Section 4.15 entitled “Corporate Existence.”

(k)

Section 4.16 entitled “Offer to Repurchase Upon Change of Control.”

(l)

Section 4.17 entitled “Additional Guarantors.”

(m)

Section 4.18 entitled “Designation of Restricted and Unrestricted Subsidiaries.”

(n)

Section 4.23 entitled “Changes in Covenants when the Notes are Rated Investment Grade.”

(o)

Section 5.01 entitled “Merger, Consolidation, Amalgamation or Sale of Assets” other than Section 5.01(a)(2).

(p)

Clauses (c) - (e) of Section 6.01 entitled “Events of Default.”

ARTICLE THREE

MISCELLANEOUS

SECTION 3.01. Effective Date of this Supplemental Indenture. Notwithstanding that this Supplemental Indenture shall be effective upon the execution and delivery thereof by the parties hereto, the Proposed Amendments shall become operative only at the time and date at which the Notes representing the Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Offering Memorandum. The Issuer will notify the Trustee in writing (which may be by email) upon the Proposed Amendments becoming operative.

SECTION 3.04. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

SECTION 3.07. Successors. All agreements of the Issuer and the Guarantors in this Supplemental Indenture will bind their respective successors. All agreements of the Trustee in this Supplemental Indenture will bind its successors.

SECTION 3.08. Trustee Disclaimer; Trust. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

SECTION 3.10. Effect of Headings. The Article and Section headings herein are for convenience of reference only, are not to be considered a part hereof, and shall in no way affect the construction hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date hereof.


Issuer:	TRITON WATER HOLDINGS, INC.

	By:	/s/ David Hass
		Name: David Hass
		Title: Chief Financial Officer

Guarantors:	BLUETRITON BRANDS, INC.
	BLUETRITON BRANDS HOLDINGS, INC.
	BLUETRITON BRANDS SERVICES, INC.

	By:	/s/ David Hass
	Name:	David Hass
	Title:	Chief Financial Officer

Trustee:	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee

	By:	/s/ Nedine P. Sutton
	Name:	Nedine P. Sutton
	Title:	Vice President

[Triton Water Holdings – Supplemental Indenture (2029 Notes)]

Exhibit 99.1


Press Release

CONTACT:

Jon Kathol

Vice President, Investor Relations

Tel:813-544-8515

investorrelations@primobrands.com

Primo Brands Corporation Announces Early Tender Results and Early Settlement Election of Exchange Offers for Outstanding Senior Notes and Execution of Supplemental Indentures to Existing Senior Notes Indentures

TAMPA, Fla. and STAMFORD, Conn. – February 7, 2025 – Primo Brands Corporation (NYSE: PRMB) (“Primo Brands” or the “Company”) announced today the early 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 consist 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” and, together with the Existing Primo 2028 Notes, the “Existing Primo 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” and, together with the Existing Primo Notes, the “Existing 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.

As of 5:00 p.m., New York City time, on February 7, 2025 (the “Early Tender Date”), based on information provided by Global Bondholder Services Corporation, the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers, the following aggregate principal amount of each series of Existing Notes was validly tendered and not validly withdrawn (such notes, the “Tendered Notes”), and related Consents to the Proposed Amendments and Primo Guarantor Releases (each, as defined below) validly delivered and not validly withdrawn, at or prior to the Early Tender Date pursuant to the Offers:


Title of Existing Notes Tendered	CUSIP Numbers/Common Codes	Aggregate Principal Amount of Existing Notes Outstanding		Aggregate Principal Amount of Existing Notes Tendered		Percent Tendered of Aggregate Principal Amount of Existing Notes Outstanding⁽¹⁾
3.875% Senior Notes due 2028	Common Codes Rule 144A: 224180543 Reg S: 224180446	€	450,000,000	€	439,237,000		97.61	%
	ISINs Rule 144A: XS2241805436 Reg S: XS2241804462
4.375% Senior Notes due 2029	CUSIPs Rule 144A: 74168LAA4 Reg S: U74188AB6	$	750,000,000	$	746,331,000		99.51	%
6.250% Senior Notes due 2029	CUSIPs Rule 144A: 89680E AA7 Reg S: U8968L AA1	$	713,023,000	$	699,072,000		98.04	%

(1)	Also reflects the amount of Consents (as defined below) validly delivered and not validly withdrawn.

In conjunction with the Offers, the Issuers are also soliciting (collectively, the “Consent Solicitations”) consents (collectively, the “Consents”) from Eligible Holders (as defined below) of the Existing Notes to (i) certain proposed amendments (the “Proposed Amendments”) to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in each indenture governing the applicable series of Existing Notes and (ii) with respect to each series of Existing Primo Notes, release the note guarantee of each guarantor of such series of Existing Primo Notes (the “Primo Guarantor Releases”).

The Offers and Consent Solicitations are being conducted upon the terms and subject to the conditions set forth in a confidential offering memorandum and consent solicitation statement, dated January 27, 2025 (the “Offering Memorandum”). The amount of Tendered Notes and related Consents is expected to result in the satisfaction of the conditions that (i) no less than $300.0 million aggregate principal amount of each tranche of New Notes (or the euro-equivalent, in the case of the New Secured Euro Notes) shall be issued in exchange for a tranche of Existing Notes validly tendered (and not validly withdrawn) and (ii) the requisite consents to the Proposed Amendments and the Primo Guarantor Releases have been obtained.

The Issuers also announced that they have elected to have an early settlement for the Tendered Notes accepted by the Issuers. Such early settlement is expected to occur on February 12, 2025 (the “Early Settlement Date”), subject to all the conditions to the applicable Offer having been satisfied or waived by the Issuers, including the condition that the Credit Facilities Transactions (as defined below) shall be consummated.

Substantially concurrently with the issuance of the New Notes on the Early Settlement Date, the Company expects to (i) repay any amounts outstanding, and terminate commitments, under the BlueTriton Issuer’s existing revolving credit facility, (ii) repay any amounts outstanding, and terminate commitments, under the Primo Issuer’s existing revolving credit facility, and (iii) enter into an amended credit agreement (the “Amended Credit Agreement”) providing for, among other things, (x) a repricing of the Company’s existing term loan facility and (y) a new revolving credit facility, which will provide for revolving loans, swing line loans, and letters of credit in an aggregate amount of up to $750.0 million and which will mature in February 2030 (the transactions referred to in clauses (i) through (iii), the “Credit Facilities Transactions,” and the Credit Facilities Transactions, together with the Offers and Consent Solicitations, collectively, the “Refinancing Transactions”). The Refinancing Transactions may not be consummated on the terms described in this press release or at all. The complete terms and conditions of the Refinancing Transactions are set forth in the Offering Memorandum.

The withdrawal deadline for the Offers and Consent Solicitations occurred at 5:00 p.m., New York City time, on February 7, 2025 (the “Withdrawal Deadline”). As a result, and because the Withdrawal Deadline is not being extended by the Issuers, the Tendered Notes and related consents may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law. Following the Withdrawal Deadline, the applicable Issuer, the guarantors of the Existing BlueTriton Notes, as applicable, and the applicable trustees under each indenture governing the applicable series of Existing Notes entered into supplemental indentures to give effect to the Proposed Amendments and the Primo Guarantor Releases. The Proposed Amendments and the Primo Guarantor Releases are expected to become operative upon the Early Settlement Date. As a result of the Proposed Amendments becoming operative on the Early Settlement Date, among other things, all of the shares of the Company’s Class B common stock, which are currently held by an affiliate of One Rock Capital Partners, LLC (“One Rock”), shall automatically convert into an equal number of shares of the Company’s Class A common stock and One Rock will no longer be subject to the limitation on voting no more than 49% of the shares of the Company’s Class A common stock outstanding, as described in the Company’s amended and restated certificate of incorporation.

Holders of Tendered Notes 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 and a cash payment of €2.50, (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 a cash payment of $2.50, 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 and a cash payment of $2.50 (with respect to each series of Existing Notes, as applicable, the “Total Consideration”). In addition to the Total Consideration, the Issuers will pay in cash all of the accrued and unpaid interest on the Existing Notes accepted in the Offers from the applicable latest interest payment date for such series of Existing Notes to, but not including, the Early Settlement Date.

Eligible Holders of Existing Notes who validly tender their Existing Notes and deliver their related consents after the Early Tender Date, and at or prior to 5:00 p.m., New York City time, on February 25, 2025, unless extended by the Issuers (the “Expiration Date”), will be eligible to receive (i) for each €1,000 in aggregate principal amount of Existing Primo 2028 Notes validly tendered for exchange, €970 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, $970 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, $970 in aggregate principal amount of New Unsecured Notes

(with respect to each series of Existing Notes, as applicable, the “Exchange Consideration”). If, at or prior to the Expiration Date, all conditions to the applicable Offer have been or are concurrently satisfied or waived by the Issuers, the Issuers may accept for exchange all Existing Notes validly tendered in such Offers after the Early Tender Date and at or prior to the Expiration Date (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date, if any, will be promptly after the Expiration Date and is currently expected to occur on February 28, 2025, the third business day immediately following the Expiration Date. In addition to the Exchange Consideration payable in exchange for Existing Notes validly tendered after the Early Tender Date and prior to the Expiration Date, the Issuers will pay in cash all of the accrued and unpaid interest on any Existing 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 Existing Notes on the Final Settlement Date will receive New Notes that will, if the Early Settlement Date has occurred, have an embedded entitlement to pre-issuance interest for the period from, and including, the Early Settlement Date to, but not including, the Final Settlement Date. As a result, the cash payable for accrued and unpaid interest on the Existing Notes exchanged on the Final Settlement Date will be reduced by the amount of pre-issuance interest on the New Notes exchanged therefor.

The New Notes will be guaranteed by Primo Brands and substantially all of Primo Brands’ material, wholly owned domestic subsidiaries, subject to certain customary exceptions. In addition, the New Secured Notes will be secured on a first lien basis by substantially all of the assets of each of the Issuers and the New Notes Guarantors (as defined in the Offering Memorandum), as well as equity pledges on the stock or other equity interests of Primo Water Corporation and Primo Water Holdings UK Limited, subject to certain customary exceptions, which liens shall be pari passu with the liens securing the Amended Credit Agreement. The Existing Primo Notes are currently guaranteed only by the Existing Primo Notes Guarantors (as defined in the Offering Memorandum), and, following the Primo Guarantor Releases, are not expected to be guaranteed by any guarantors. The Existing BlueTriton Notes are guaranteed only by the Existing BlueTriton Notes Guarantors, and not by any of the Existing Primo Notes Guarantors. In addition, no series of the Existing Notes are secured by liens on any collateral.

The Company will not receive any cash proceeds from the issuance of the New Notes in connection with the Offers. The Existing Notes acquired in the Offers will be retired and cancelled. The Company intends to use cash on hand to pay (i) the cash component of any consideration payable, (ii) the accrued but unpaid interest on the Existing Notes exchanged in the Offers, and (iii) other related estimated fees and expenses in connection with the Refinancing Transactions.

The Issuers reserve the right to amend the terms of the Offers and Consent Solicitations, either as a whole or with respect to one or more series of the Existing Notes, without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights, subject to applicable law. The Offers and Consent Solicitations are subject to the satisfaction or waiver of certain conditions set forth in the Offering Memorandum. The Issuers reserve the right, subject to applicable law, to extend, amend, terminate, or withdraw the Offers and Consent Solicitations at any time. In the event an Offer is terminated, such Offer will not be consummated, the related Proposed Amendments and Primo Guarantor Releases, as applicable, will not become operative, tendering Eligible Holders will not receive any consideration, Existing Notes tendered pursuant to such Offer will be promptly returned to such Eligible Holders, and the related consents will be deemed void.

The Offers and Consent Solicitations are being 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. The Offers and Consent Solicitations will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act, (b) institutional accredited investors, as defined in SEC Rule 501(a)(1), (2), (3) or (7), or (c) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, the “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review this Offering Memorandum or to participate in the Offers and Consent Solicitations. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/primo-triton.

None of the Company, the dealer managers and solicitation agents for the Offers and Consent Solicitations, the Exchange Agent, the Information Agent, any trustee or collateral agent for any series of Existing Notes or New Notes, or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes in the Offers. No one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision whether to tender Existing Notes in the Offers and, if so, the amount of such Existing Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Offers and Consent Solicitations. The Issuers have engaged Global Bondholder Services Corporation to act as Exchange Agent and Information Agent for the Offers. Questions concerning the Offers or the Consent Solicitations, or requests for additional copies of the Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2015 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and the Consent Solicitation.

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.

About Primo Brands Corporation

Primo Brands is a leading North American branded beverage company with a focus on healthy hydration, delivering responsibly and domestically sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every state and Canada.

Primo Brands has an extensive portfolio of highly recognizable, responsibly sourced, and conveniently packaged branded beverages distributed across more than 200,000 retail outlets, including established billion-dollar brands, Poland Spring^® and Pure Life^®, premium brands like Saratoga^® and Mountain Valley^®, regional leaders such as Arrowhead^®, Deer Park^®, Ice Mountain^®, Ozarka^®, and Zephyrhills^®, purified brands including Primo Water^® and Sparkletts^®, and flavored and enhanced brands like Splash^® and AC+ION^®.

These brands are sold directly across retail channels, including mass food, convenience, natural, drug, wholesale, distributors, and home improvement, as well as food service accounts in North America.

Primo Brands also has extensive direct-to-consumer offerings with its industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases across its Water Direct, Water Exchange and Water Refill businesses. Through its Water Direct business, Primo Brands delivers hydration solutions direct to home and business consumers. Through its Water Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Water Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business consumers across North America.

Primo Brands is a leader in reusable and circular packaging, helping to reduce waste through its reusable, multi-serve bottles and innovative brand packaging portfolio, made from recycled plastic, aluminum, and glass. Primo Brands responsibly sources from numerous springs and manages water resources for long-term sustainability, helping to protect more than 28,000 acres of watershed and wetlands area owned by the Company for preservation and to promote continued consumer access clean, safe drinking water. The Company is proud to partner with the International Bottled Water Association (“IBWA”) in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands believes in fostering a respectful culture that values its associates and key stakeholders, and is deeply invested in quality hydration, its communities, and the sustainability of its packaging and water sources for generations to come. Primo Brands will continue Primo Water’s and BlueTriton’s strong support for American communities during natural disasters, in dealing with local and regional hydration quality issues, and in connection with many other local community challenges.

Primo Brands employs more than 13,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut, and has more than 70 production facilities and more than 240 depots for efficient delivery to customers and consumers across North America.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve inherent risks and uncertainties, and several important factors could cause actual results to differ materially from those contained in any such forward-looking statement. In some cases, forward-looking statements may be identified by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “aim,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “predict,” “project,” “seek,” “potential,” “opportunities,” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. They also include statements regarding the Company’s intentions, beliefs, or current expectations concerning, among other things, the Offers and Consent Solicitations and the issuance of the New Notes, the Early Settlement Date, the terms of and consummation of the Credit Facilities Transactions, and other information that is not historical information. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements.

Although management believes that it has a reasonable basis for each forward-looking statement contained in this press release, you are cautioned that these statements are based on a combination of facts and factors currently known by the Company and its expectations of the future, about which it cannot be certain. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: risks related to the New Notes; the ability of the Company to consummate the Offers and Consent Solicitations in a timely manner or at all; the Company’s ability to compete successfully in the markets in which it operates; fluctuations in commodity prices and the Company’s ability to pass on increased costs to its customers or hedge against such rising costs, and the impact of those increased prices on the Company’s volumes; the Company’s ability to maintain favorable arrangements and relationships with its suppliers; the Company’s ability to manage supply chain disruptions and cost increases related to inflation; the Company’s ability to manage its operations successfully; adverse changes in general economic conditions, including inflation and interest rates; any disruption to production at the Company’s manufacturing facilities; the Company’s ability to maintain access to its water sources; the impact of climate change on the Company’s business; the Company’s ability to protect its intellectual property; the seasonal nature of the Company’s business and the effect of adverse weather conditions; the impact of national, regional, and global events, including those of a political, economic, business, and competitive nature, such as the Russia/Ukraine war or the Israel/Hamas conflict; the impact of a pandemic, such as COVID-19, related government actions, and the Company’s strategy in response thereto on its business; difficulties with integrating the businesses of Primo Water Corporation (“Primo Water”) and Triton Water Parent, Inc. (“BlueTriton”) and in realizing the expected benefits of such combination of such businesses (the “Business Combination”); the unfavorable outcome of legal proceedings that may be instituted against the parties to the Business Combination in connection with such transaction; the inability to capture all or part of the expected benefits of the strategic opportunities the Company pursues, including those related to the Business Combination, potential synergies related thereto, and the ability to integrate Primo Water’s business and BlueTriton’s business successfully in the expected timeframe; potential liabilities that the Company may inherit and that are not known, probable, or estimable at this time; the inability to retain Primo Water or BlueTriton management, associates, or key personnel; the impact of future domestic and international industry trends on the Company and its future growth, business strategy, and objectives for future operations; the impact of the significant amount of the Company’s consolidated indebtedness, which could decrease business flexibility; the inability to refinance or restructure existing indebtedness obligations on favorable terms, or at all; the Company’s ability to meet its obligations under its debt agreements, and risks of further increases to the Company’s indebtedness; the Company’s ability to maintain compliance with the covenants and conditions under its debt agreements; impacts to the value of the collateral assets securing the Company’s indebtedness; fluctuations in interest rates, which could increase the Company’s borrowing costs; the possibility that claims, assessments, or liabilities were not discovered or identified in the course of performing due diligence investigations of the two businesses of Primo Water and BlueTriton; litigation and regulatory risks; and other factors discussed in more detail in the Offering Memorandum and our filings with the Securities and Exchange Commission.

As a result of these factors, the Company cannot assure you that the forward-looking statements in this press release will prove to be accurate. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete discussion of all potential risks or uncertainties that may substantially impact the Company’s business. Moreover, Primo Brands operates in a competitive and rapidly changing environment. New factors emerge from time to time and it is not possible to predict the impact of all of these factors on the Company’s business, financial condition, or results of operations.

Furthermore, if any forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Primo Brands or any other person that the Company will achieve its objectives, plans, or cost savings in any specified time frame or at all. In addition, even if its results of operations, financial condition, and liquidity, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements contained in this press release are made only as of the date of this press release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Source

Primo Brands Corporation