As Filed With the Securities and Exchange Commission on May 19, 2017

Registration No. 333-200016

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________

 

Post-Effective Amendment No. 1 to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_____________________

 

Primo Water Corporation

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

82-1161432

(IRS Employer Identification Number)

 

101 North Cherry Street, Suite 501

Winston-Salem, North Carolina 27101

(336) 331-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Mark Castaneda

Chief Financial Officer

Primo Water Corporation

101 North Cherry Street, Suite 501

Winston-Salem, North Carolina 27101

(336) 331-4000  

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________

 

Please send copies of all communications to:

Sean M. Jones

K&L Gates LLP

214 North Tryon Street, 47 th Floor

Charlotte, North Carolina 28202

(704) 331-7400

_____________________

 

Approximate date of commencement of proposed sale to the public:

From time to time after the effective date of this Registration Statement as determined by market conditions.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

 
 

 

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark if the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer □

 

Accelerated filer ☑

Non-accelerated filer □

 

Smaller reporting company □

(do not check if a smaller reporting company)

 

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 7(a)(2)(B) of Securities Act. □

 

CALCULATION OF REGISTRATION FEE

Title of Each Class

of Securities to

be Registered

Amount

to be

Registered

Proposed

Maximum

Offering

Price per Share

Proposed

Maximum

Aggregate

Offering Price

Amount of

Registration

Fee

Common Stock, par value $0.001 per share

       

Preferred Stock, par value $0.001 per share

       

Debt Securities

       

Warrants

       

Rights

       

Units

       

Total for sale by Registrant

   

$75,000,000

(1)

 

(1) The registrant is not registering additional securities. Registration fees were originally paid by the registrant’s predecessor-in-interest, upon the filing of the original registration statement on Form S-3 (File No. 333-200016). Consequently, no additional registration fees are required in connection with the filing of this Post-Effective Amendment No. 1.

 

The Registrant hereby amends this Post-Effective Amendment No. 1 to Form S-3 on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 1 on Form S-3 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Post-Effective Amendment No. 1 to Form S-3 shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 
 

 

 

EXPLANATORY NOTE

 

Primo Water Corporation, a Delaware corporation (the “Company” or the “Registrant”), files this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-200016) (the “Registration Statement”) as the successor registrant to Primo Water Operations, Inc. (formerly known as “Primo Water Corporation”), a Delaware corporation and the former publicly-traded parent of the Company (the “Predecessor”), pursuant to Rule 414 of the Securities Act of 1933, as amended (the “Securities Act”), in connection with the reorganization of the Predecessor into a new holding company structure (the “Reorganization”).

 

To effect the Reorganization, the Predecessor formed the Company and in turn caused the Company to form New PW Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”). The Reorganization was implemented pursuant to Section 251(g) of the Delaware General Corporation Law by the merger of Merger Sub with and into the Predecessor (the “Merger”). The Predecessor survived the Merger as a direct, wholly owned subsidiary of the Company and each outstanding share of capital stock of the Predecessor was converted in the Merger into a share of capital stock of the Company having the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as the share of the Predecessor’s capital stock being converted. The Company is deemed to be the successor issuer of the Predecessor under Rule 12g-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

In accordance with paragraph (d) of Rule 414 of the Securities Act, the Company hereby expressly adopts the Registration Statement as its own registration statement (except as specifically amended by this Post-Effective Amendment No. 1) for all purposes of the Securities Act and the Exchange Act, as updated by subsequent filings under the Exchange Act. No changes are being made hereby to the prospectus which forms a part of the Registration Statement.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The information set forth in this item is incorporated by reference from Item 14 of the Registration Statement on Form S-3, File No. 333-200016, effective as of December 10, 2014.

 

Item 15. Indemnification of Directors and Officers.

 

The information set forth in this item is incorporated by reference from Item 15 of the Registration Statement on Form S-3, File No. 333-200016, effective as of December 10, 2014.

 

Item 16. Exhibits.

 

The exhibits required to be filed as a part of this Registration Statement are listed in the Exhibit Index attached hereto and incorporated herein by reference.

 

Item 17. Undertakings.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the provisions described under Item 15 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

 

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

 

(ii)

to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and

 

 
II-1 

 

 

 

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; 

 

provided , however , that subparagraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii) each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

 
II-2 

 

 

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 
II-3 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on May 19, 2017.

 

 

PRIMO WATER CORPORATION

 

 

 

 

 

 

 

By:

  /s/  Billy D. Prim

 

 

 

Name:

Billy D. Prim

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment has been signed below by the following persons in the capacities indicated, in each case on May 19, 2017:

 

Signature

 

Title

     

/s/ Billy D. Prim

 

Chairman, Chief Executive Officer and Director

Billy D. Prim

 

(Principal Executive Officer)

     

/s/ Mark Castaneda

 

Chief Financial Officer

Mark Castaneda

 

(Principal Financial Officer)

     

/s/ David J. Mills

 

Vice President of Finance

David J. Mills

 

(Principal Accounting Officer)

     

*

 

Director

Richard A. Brenner

   
     

*

 

Director

Susan E. Cates

   
     

*

 

Director

Jack C. Kilgore

   
     

*

 

Director

Malcolm McQuilkin

   
     

/s/ Charles A. Norris

 

Director

Charles A. Norris

   
     

/s/ Matthew T. Sheehan

 

Director

Matthew T. Sheehan

   
     

*

 

Director

David L. Warnock

   

 

* By: /s/ Mark Castaneda

         Mark Castaneda

         Attorney-in-Fact  

   

 

 
 

 

 

EXHIBIT INDEX

Exhibit

Description

 

1.1

Form of Underwriting Agreement with respect to Common Stock*

 

1.2

Form of Underwriting Agreement with respect to Preferred Stock*

 

1.3

Form of Underwriting Agreement with respect to Debt Securities*

 

1.4

Form of Underwriting Agreement with respect Warrants*

 

1.5

Form of Underwriting Agreement with respect to Units*

 

2.1

Agreement and Plan of Merger, dated as of May 18, 2017, by and among Primo Water Operations, Inc., Primo Water Corporation and New PW Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017)

 

3.1

Amended and Restated Certificate of Incorporation of Primo Water Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017)

 

3.2

Bylaws of Primo Water Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017)

 

3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Primo Water Corporation (filed herewith)

 

4.1

Specimen Certificate representing shares of common stock of Primo Water Corporation (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 19, 2017)

 

4.2

Form of certificate representing the Registrant’s preferred stock*

 

4.3

Form of certificate of designations for preferred stock*

 

4.4

Form of Indenture relating to the issuance from time to time in one or more series of debentures, notes, bonds or other evidences of indebtedness**

 

4.5

Form of Senior Debt Security*

 

4.6

Form of Senior Subordinated Debt Security*

 

4.7

Form of Subordinated Debt Security*

 

4.8

Form of Warrant Agreement*

 

4.9

Form of Warrant Certificate*

 

4.10

Form of Rights Agreement*

 

4.11

Form of Rights Certificate*

 

4.12

Form of Unit Agreement*

 

4.13

Form of Unit Certificate*

 

5.1

Opinion of K&L Gates LLP (filed herewith)

 

23.1

Consent of RSM US LLP (filed herewith)

 

 
 

 

 

23.2

Consent of BDO USA, LLP (filed herewith)

 

23.3

Consent of K&L Gates LLP (contained in Exhibit 5 to this Registration Statement)

 

24.1

Power of Attorney**

 

25.1

Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended***

 

*

To be filed, if necessary, with a Current Report on Form 8-K or a Post-Effective Amendment to the registration statement.

** Previously filed.

*** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.

 

Exhibit 3.3

 

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST:           That by resolution of the Board of Directors of New PW Holdco, Inc. (the “Board of Directors”) setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of said corporation, the Board of Directors declared said amendment to be advisable and authorized, approved and adopted said amendment. The resolution setting forth the proposed amendment is as follows:

 

NOW, THEREFORE, BE IT RESOLVED, that ARTICLE I of the Amended and Restated Certificate of Incorporation be deleted in its entirety and the following new ARTICLE I be substituted in lieu thereof:

 

“The name of this corporation is Primo Water Corporation (the “ Corporation ”).”

 

SECOND:      That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

THIRD:           This Certificate of Amendment shall become effective at 11:59 p.m. Eastern Time on May 18, 2017.     

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 18th day of May 2017.

 

 

NEW PW HOLDCO, INC.

 

 

By:      /s/ Billy D. Prim                          

Name:     Billy D. Prim

Title:       Chief Executive Officer

 

 

Exhibit 5.1

K&L Gates llp

Hearst Tower

47th Floor

214 North Tryon Street
Charlotte, NC 28202

T 704.331.7400   F 704.331.7598   klgates.com

 

 

May 19, 2017

 

 

Primo Water Corporation

101 North Cherry Street, Suite 501

Winston-Salem, North Carolina 27101

 

Ladies and Gentlemen:

 

We have acted as counsel to Primo Water Corporation, a Delaware corporation (the “ Company ”), in connection with Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (the “ Amendment ”) filed on the date hereof by the Company with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the Company’s adoption of Registration Statement on Form S-3 No. 333-200016, originally filed by Primo Water Operations, Inc. (formerly “Primo Water Corporation”), a Delaware corporation (the “ Predecessor Registrant ”), with the Commission on November 7, 2014 (the “ Registration Statement ” and, after giving effect to the Amendment, the “ Amended Registration Statement ”). In accordance with paragraph (d) of Rule 414 under the Securities Act, the Amendment is being filed by the Company, as the successor registrant to the Predecessor Registrant, expressly to adopt the Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended. The Company is the successor to the Predecessor Registrant as a result of an internal reorganization of the Predecessor Registrant that occurred on May 18, 2017 (the “ Reorganization ”).

 

The Amended Registration Statement relates to, among other things, the issuance and sale from time to time pursuant to Rule 415 promulgated under the Securities Act of the following securities:

 

(i)       common stock, par value $0.001 per share, of the Company (the “ Common Stock ”);

 

(ii)      preferred stock, par value $0.001 per share, of the Company (the “ Preferred Stock ”);

 

(iii)     debt securities of the Company (the “ Debt Securities ”);

 

(iv)     warrants to purchase Common Stock, Preferred Stock or Debt Securities (the “ Warrants ”);

 

(v)      units composed of any combination of Common Stock, Preferred Stock, Debt Securities or Warrants (the “ Units ”); and

 

(vi)     rights to purchase Common Stock, Preferred Stock, Debt Securities or any other securities (the “ Rights ”).

 

 
 

 

 

The Common Stock, Preferred Stock, Debt Securities, Warrants, Units and Rights are collectively referred to herein as the “ Securities .” The maximum public offering price of the Securities registered by the Amended Registration Statement is $75,000,000.

 

This opinion letter is being delivered in accordance with the requirements of Paragraph 29 of Schedule A of the Securities Act and Item 601(b)(5)(i) of Regulation S-K.

 

In connection with rendering the opinions set forth below, we have examined (i) the Amended Registration Statement, including the exhibits filed therewith and to which this opinion is attached as Exhibit 5.1; (ii) the prospectus constituting a part of the Amended Registration Statement (the “ Prospectus ”); (iii) the Sixth Amended and Restated Certificate of Incorporation of the Predecessor Registrant in effect immediately prior to the Reorganization, as certified by the Secretary of the Predecessor Registrant; (iv) the Amended and Restated Bylaws of the Predecessor Registrant, as certified by the Secretary of the Predecessor Registrant; (v) the Amended and Restated Certificate of Incorporation of the Company, as certified by the Secretary of the Company (the “ Certificate of Incorporation ”); (vi) the Bylaws of the Company, as certified by the Secretary of the Company (the “ Bylaws ”); (vii) certain resolutions adopted by the board of directors of the Predecessor Registrant relating to the Reorganization and the Amended Registration Statement; (viii) certain resolutions adopted by the Board of Directors of the Company (the “ Board of Directors ”) relating to the Reorganization and the Amended Registration Statement; (ix) the form of the Indenture filed as Exhibit 4.4 to the Registration Statement; and (x) the Company's stock ledger. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and have considered such matters of law and fact, in each case as we have deemed appropriate to render the opinions contained herein. With respect to certain facts, we have considered it appropriate to rely upon certificates or other comparable documents of public officials and officers or other appropriate representatives of the Company without investigation or analysis of any underlying data contained therein.

 

For the purposes of this opinion letter, we have assumed that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all signatures (other than signatures on behalf of the Company) on each such document are genuine. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party. We have not verified any of the foregoing assumptions.

 

The opinions expressed in this opinion letter are limited to (i) the federal laws of the United States; (ii) the General Corporation Law of the State of Delaware (the “ DGCL ”); and (iii) solely in connection with the opinions given in numbered paragraphs 3, 4, 5, 6 and 7 below, the law of the State of New York. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of (i) any other laws; (ii) the laws of any other jurisdiction; or (iii) the law of any county, municipality or other political subdivision or local governmental agency or authority.

 

Based on and subject to the foregoing, and assuming that (i) the Amended Registration Statement and any required post-effective amendment thereto will be effective and will comply with all applicable laws at the time the relevant Securities are offered or issued as contemplated by the Amended Registration Statement or any such post-effective amendment; (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (iv) the issuance of each share of Common Stock and Preferred Stock will be duly noted in the Company's stock ledger upon its issuance; (v) the Board of Directors, or any duly authorized committee thereof, shall not have rescinded or otherwise modified its authorization of any such issuance of Securities or the establishment of the terms of any series of such Securities or any related matters; (v) the Company shall remain at all times a corporation incorporated under the laws of the State of Delaware; and (vi) the additional qualifications and other matters set forth below, it is our opinion that:  

 

 
 

 

 

1.     When the (i) terms of an issuance and sale of Common Stock have been duly authorized and approved by all necessary action of (A) the Board of Directors, or a duly authorized committee thereof, and (B) the stockholders of the Company so as not to violate any applicable law, rule or regulation, including, without limitation, the DGCL, or result in a default under or a breach of any agreement or instrument binding upon the Company, including, without limitation, the Certificate of Incorporation, as it may be amended from time to time hereafter, and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (ii) certificates representing the shares of the Common Stock have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with any agreement or instrument binding upon the Company, upon payment of the consideration fixed therefor in accordance with the applicable definitive purchase, underwriting or similar agreement duly authorized by the Board of Directors, or a duly authorized committee thereof, the Common Stock will be validly issued, fully paid and nonassessable.

 

2.     Assuming the terms of such Preferred Stock have been duly established so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company, including, without limitation, the Certificate of Incorporation, as it may be amended from time to time hereafter, and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, when (i) the terms of the Preferred Stock have been duly authorized in conformity with the Certificate of Incorporation, as it may be amended from time to time hereafter, and the DGCL, and the terms of the Preferred Stock and the creation, issuance and sale thereof have been duly authorized and approved by all necessary action of (A) the Board of Directors, or a duly authorized committee thereof, and (B) the stockholders of the Company; (ii) either duly authorized Certificate of Amendment of the Certificate of Incorporation or a Certificate of Designation, in either case, fixing and determining the terms of the Preferred Stock has been duly filed with the Secretary of State of the State of Delaware and such instrument has become effective; and (iii) certificates representing the shares of the Preferred Stock have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with any agreement or instrument binding upon the Company, upon payment of the consideration fixed therefor in accordance with the applicable definitive purchase, underwriting or similar agreement duly authorized by the Board of Directors, or a duly authorized committee thereof, the Preferred Stock will be validly issued, fully paid and nonassessable.

 

3.     Assuming the terms of such Debt Securities have been duly established in accordance with the indenture pursuant to which the Debt Securities are to be issued, which is substantially in the form of the Indenture filed as Exhibit 4.4 to the Registration Statement (together with any applicable supplement thereto, the “ Indenture ”), and so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, when (i) the terms and the execution and delivery of the Indenture and the Debt Securities, and the issuance and sale of the Debt Securities, have been duly authorized and approved by all necessary action of the Board of Directors, or a duly authorized committee thereof; (ii) the Indenture has been duly executed and delivered by the Company and the trustee to be named in the prospectus supplement relating to the offering of the Debt Securities (the “ Debt Trustee ”) and constitutes the legally valid and binding obligation of the Debt Trustee; (iii) the Debt Trustee is eligible under the Trust Indenture Act of 1939, as amended, to act in such capacity under the Indenture and has been duly appointed and a Statement of Eligibility of Trustee on Form T-1 has been filed in compliance with the Securities Act and the rules and regulations promulgated thereunder; and (iv) the Debt Securities have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with the Indenture and any other agreement or instrument binding upon the Company, upon payment of the consideration fixed therefor in accordance with the applicable definitive purchase, underwriting or similar agreement duly authorized by the Board of Directors, the Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or equity).

 

 
 

 

 

4.     Assuming the terms of such Warrants have been duly established in accordance with the applicable warrant agreement pursuant to which the Warrants are to be issued (the “ Warrant Agreement ”) so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and assuming that the Warrants and the Warrant Agreement are governed by the laws of New York, when (i) the terms and the execution and delivery of the Warrant Agreement relating to any Warrants and the terms of the Warrants, and of their issuance and sale, have been duly authorized and approved by all necessary action of the Board of Directors, or a duly authorized committee thereof; (ii) the Warrant Agreement relating to the Warrants has been duly executed and delivered by the Company and such warrant agent as shall have been appointed by the Company with respect thereto; and (iii) the Warrants or certificates representing the Warrants, as the case may be, have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with the terms of the applicable Warrant Agreement and any other agreement or instrument binding upon the Company, upon payment of the consideration fixed therefor in accordance with the applicable Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement duly authorized by the Board of Directors, or a duly authorized committee thereof, the Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or equity).

 

5.     Assuming that (A) the combination of the Securities of which such Units consist has been duly authorized and approved by all necessary action of the Board of Directors, or a duly authorized committee thereof and of the stockholders of the Company, and (B) the terms of such Units have been duly authorized in accordance with the applicable agreement pursuant to which such Units are to be issued (the “ Unit Agreement ”) so as not to violate any applicable law, rule or regulation, including, without limitation, the DGCL, or result in a default under or breach of any agreement or instrument binding upon the Company, including, without limitation, the Certificate of Incorporation, as it may be amended from time to time hereafter, and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and assuming that the Units and the Units Agreement are governed by the laws of New York, when (i) the terms and the execution and delivery of the Unit Agreement relating to any Units and the terms of the Units, and of their issuance and sale, have been duly authorized and approved by all necessary action of the Board of Directors, or a duly authorized committee thereof; (ii) the Unit Agreement relating to the Units has been duly executed and delivered by the Company and such purchase unit agent as shall be appointed by the Company with respect thereto; and (iii) the Units or certificates representing the Units, as the case may be, have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with the terms of the applicable Unit Agreement and any other agreement or instrument binding upon the Company, upon payment of the consideration fixed therefor in accordance with the applicable Unit Agreement and the applicable purchase, underwriting or similar agreement duly authorized by the Board of Directors, or a duly authorized committee thereof, the Units will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or equity).

 

 
 

 

 

6.     Assuming the terms of such Rights have been duly authorized in accordance with the applicable rights agreement pursuant to which the Rights are to be issued (the “ Rights Agreement ”) so as not to violate any applicable law, rule or regulation, including, without limitation, the DGCL, or result in a default under or breach of any agreement or instrument binding upon the Company, including, without limitation, the Certificate of Incorporation, as it may be amended from time to time hereafter, and so as to comply with any applicable requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and assuming that the Rights and the Rights Agreement are governed by the laws of New York, when (i) the terms and the execution and delivery of the Rights Agreement relating to any Rights and the terms of the Rights, and of their issuance and sale, have been duly authorized and approved by all necessary action of the Board of Directors, or a duly authorized committee thereof; (ii) the Rights Agreement relating to the Rights has been duly executed and delivered by the Company and such rights agent as shall have been appointed by the Company with respect thereto; and (iii) the Rights or certificates representing the Rights, as the case may be, have been duly executed, authenticated (if required), issued and delivered as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto and in accordance with the terms of the applicable Rights Agreement or any other agreement or instrument binding upon the Company, upon payment of any consideration fixed therefor in accordance with the applicable Rights Agreement and the applicable definitive purchase, underwriting or similar agreement duly authorized by the Board of Directors, or a duly authorized committee thereof, the Rights will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or equity).

 

7.     If any Securities are issuable (the “ Issuable Securities ”) upon settlement, exercise, conversion or exchange of any other Securities (the “ Initial Securities ”) pursuant to the terms thereof, when (i) the terms of the issuance of the Issuable Securities have been duly authorized and approved as provided in numbered paragraphs 1 through 6 above, as the case may be and assuming that the Issuable Securities are governed by the laws of New York; and (ii) the Issuable Securities have been issued upon settlement, exercise, conversion or exchange, as the case may be, of Initial Securities as contemplated by the Amended Registration Statement and any prospectus supplement relating thereto, in accordance with the terms of the applicable Initial Securities, the Issuable Securities and any agreement or instrument binding upon the Company, including, without limitation, the Certificate of Incorporation, as it may be amended from time to time hereafter, and so as not to violate any applicable law, rule or regulation, including, without limitation, the DGCL, or result in a default under or a violation of any agreement or instrument binding upon the Company, and so as to comply with any applicable requirement or restriction imposed by any court or governmental authority having jurisdiction over the Company, upon such issuance, (X) to the extent the relevant Issuable Securities are Common Stock or Preferred Stock, such Issuable Securities will be validly issued, fully paid and nonassessable and (Y) to the extent the relevant Issuable Securities are Debt Securities, Warrants, Units or Rights, such Issuable Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or equity).

 

 
 

 

 

We note that the maximum number of shares of Common Stock and Preferred Stock issuable under the Amended Registration Statement is not specified, and we assume that the total number of shares of Common Stock and Preferred Stock issued under the Amended Registration Statement, together with all other shares of Common Stock and Preferred Stock issued and outstanding or reserved for issuance, will not exceed the number of shares of Common Stock and Preferred Stock authorized for issuance under the Certificate of Incorporation as it may be amended from time to time hereafter.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Amended Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus forming a part thereof. In giving this consent, we do not thereby admit that we are experts with respect to any part of the Amended Registration Statement or Prospectus within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the Commission, nor do we admit that we are within the category of persons whose consent is required under Section of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

 

Yours truly,

   

 

/s/ K&L Gates LLP

   

 

K&L Gates LLP

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement (No. 333-200016) on Form S-3 of Primo Water Corporation of our report dated March 16, 2015, relating to our audit of the consolidated financial statements, appearing in the Annual Report on Form 10-K of Primo Water Corporation for the year ended December 31, 2016.

 

 

/s/ RSM US LLP

 

Raleigh, North Carolina

May 19, 2017

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Primo Water Corporation

Winston-Salem, North Carolina

 

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement and this Post-Effective Amendment No. 1 to the Registration Statement (No. 333-200016) on Form S-3 of our reports dated March 16, 2017, relating to the consolidated financial statements, and the effectiveness of Primo Water Corporation’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

We also consent to the reference to us under the caption “Experts” in the Prospectus.

 

/s/ BDO USA, LLP

 

Raleigh, North Carolina

May 19, 2017