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): May 14, 2018

 

PRIMO WATER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 
 

 

Delaware

001-34850

82-1161432

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

101 North Cherry Street

Suite 501

Winston-Salem, NC 27101

(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s telephone number, including area code: (336) 331-4000

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

  

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))

 

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. ☐

 

 

 

 

7.01

Regulation FD Disclosure.

 

Attached hereto as Exhibit 99.1 and incorporated herein is certain information relating to Primo Water Corporation (the “Company”) which is being disclosed in connection with the offering of common stock mentioned in Item 8.01 below.

 

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

 

 

8.01

Other Events.

 

On May 14, 2018, the Company issued a press release announcing its intention to offer and sell, subject to market and other conditions, approximately $65 million of shares of its common stock in a proposed underwritten secondary public offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

 

9.01.

Financial Statements and Exhibits.

 

Exhibits

 

The exhibits to this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No

 

Exhibit Description

99.1

 

Supplemental Regulation FD Disclosure of Primo Water Corporation dated May 14, 2018, furnished herewith

99.2

 

Press release dated May 14, 2018, furnished herewith

 

 

 

 

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.

 

 

 

PRIMO WATER CORPORATION

 

Date: May 14, 2018     

By: /s/ David J. Mills                                    

David J. Mills

Chief Financial Officer

 

 

Exhibit 99.1

 

PRIMO WATER CORPORATION

 

SUPPLEMENTAL REGULATION FD DISCLOSURE

 

DATED MAY 14, 2018

 

This exhibit shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

The information contained in this Supplemental Regulation FD Disclosure (this “Supplemental Disclosure”) is not complete and is being furnished solely for Regulation FD compliance purposes. For additional information, readers should refer to Primo Water Corporation’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 7, 2018, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed on May 9, 2018, and the Company’s other filings with the Securities and Exchange Commission (the “SEC”).

 

Unless otherwise indicated or required by the context, in this Supplemental Disclosure, the “Company,” “we,” “us” and “our” and similar terms refer to Primo Water Corporation and its subsidiaries. References to our “common stock” refer to the common stock of Primo Water Corporation.

 

This Supplemental Disclosure contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements include information concerning our possible future results of operations, business strategies, competitive position, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “seeks,” “estimates,” “expects,” “forecasts, “ “may” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Examples of forward-looking statements include, among others, statements we make regarding our possible future results of operations, business strategies, competitive position, potential growth opportunities, potential market opportunities, the proposed refinancing of our senior debt, and the effects of competition. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our dependence on a small number of large retailers for a significant portion of our consumer sales, and retailer and consumer acceptance of our products; the consolidation of retail customers and disruption of the retail business model; our ability to effectively manage our expanded operations following our acquisition of Glacier Water Services, Inc.; the highly competitive environment in which we operate and competitors with greater resources than ours; our dependence on independent bottlers, distributors and suppliers in our Exchange business; our ability to effectively manage our distributor operations and engage distributors able to manage growth effectively; our ability to attract and retain qualified personnel; potential expansion into international markets and the management of risks associated with such expansion; the potential for significant disruptions with respect to our Chinese manufacturers, and the risk that the current U.S. presidential administration may implement changes in international trade relations with China harmful to our business and operations; maintaining effective quality, environmental, health and safety standards; our ability to effectively comply with applicable laws, rules, regulations and standards in various jurisdictions; our ability to protect our intellectual property; our inability to refinance our senior debt; and the other risks described more fully in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 7, 2018, our Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed on May 9, 2018 and our subsequent filings under the Exchange Act. Therefore, you should not rely on any of these forward-looking statements. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We further caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

 

 

 

Recent Developments

 

On May 14, 2018, we entered into an Engagement Letter with SunTrust Bank and SunTrust Robinson Humphrey, Inc. regarding a potential refinancing (the “Proposed Refinancing”) of our existing outstanding senior indebtedness incurred in connection with the term and revolving credit facilities established with Goldman Sachs pursuant to the Credit and Guaranty Agreement entered into with Goldman Sachs in December 2016 (the “Goldman Credit Facilities”). We currently are in negotiations regarding the Proposed Refinancing and anticipate closing it in June 2018. The Proposed Refinancing contemplates up to a $200 million senior term loan facility and up to a $50 million senior revolving credit facility (the “SunTrust Credit Facilities”). The interest rates applicable to the SunTrust Credit Facilities would be the lower of (i) LIBOR or (ii) a base rate (which is the higher of (a) SunTrust’s then-current prime lending rate, (b) the then-current Federal Funds rate plus 0.5% per annum or (c) LIBOR plus 100 basis points), in each case, plus an applicable margin based upon our then-current debt/EBITDA ratio. The SunTrust Credit Facilities would mature on the fifth anniversary of the closing date and would be secured by a first-priority security interest in and lien on substantially all of our assets. If we consummate (a) the offering contemplated hereby and repay outstanding borrowings under the Goldman Credit Facilities and (b) the Proposed Refinancing on June 30, 2018 on the terms summarized above, we estimate that we would save between $5.25 million and $5.75 million in interest expense in the second half of 2018 (assuming an interest rate of LIBOR plus 2.50% under the SunTrust Credit Facilities).

 

The consummation of the Proposed Refinancing is subject to the satisfaction of various contingencies and conditions, including successful syndication. There can be no assurance that the Proposed Refinancing will be consummated or, if it is, that it will be consummated on the terms described above or that the Proposed Refinancing will result in the estimated interest expense savings summarized above.

 

Exhibit 99.2

 

 

Primo Water Announces Proposed Follow-On Public Offering of Common Stock

May 14, 2018

 

WINSTON-SALEM, N.C.--(GLOBE NEWSWIRE)-- Primo Water Corporation (Nasdaq: PRMW) (“Primo” or “the Company”), the leading provider of multi-gallon purified bottled water, self-service refill water and water dispensers, today announced that it intends to offer and sell, subject to market and other conditions, approximately $65 million of shares of its common stock in a proposed underwritten follow-on public offering. Primo also intends to grant the underwriters a 30-day option to purchase approximately $9.75 million of additional shares of its common stock offered in the public offering. Primo intends to use the net proceeds from the offering to pay down existing indebtedness. Upon completion of the offering, the Company intends to refinance its remaining outstanding senior indebtedness. All of the shares will be offered and sold by Primo. There can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering, and there can be no assurance as to whether or when the Company will be able to refinance its remaining outstanding senior indebtedness.

 

William Blair & Company, L.L.C., and BMO Capital Markets Corp. are acting as joint book-running managers for the proposed offering. B. Riley FBR, Inc., Northland Securities, Inc., Barrington Research Associates, Inc. and Lake Street Capital Markets, LLC are acting as co-managers for the offering.

 

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-221938) that was initially filed with the Securities and Exchange Commission (“SEC”) on December 7, 2017. A preliminary prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement may also be obtained from: William Blair & Company, L.L.C., Attention: Prospectus Department, The William Blair Building, 150 North Riverside Plaza, Chicago, Illinois 60606, by telephone at (800)-621-0687, or by email at prospectus@williamblair.com; or BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, New York, NY 10036, telephone: (800) 414-3627, or by email at: bmoprospectus@bmo.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

 

About Primo Water Corporation

 

Primo Water Corporation (Nasdaq:PRMW) (“Primo” or “the Company”) is an environmentally and ethically responsible company with a purpose of inspiring healthier lives through better water. Primo is North America's leading single source provider of water dispensers, multi-gallon purified bottled water, and self-service refill water. Primo's Dispensers, Exchange and Refill products are available in over 45,000 retail locations and online throughout the United States and Canada. For more information and to learn more about Primo Water, please visit our website at www.primowater.com.

 

 

 

 

Forward-Looking Statements

 

Certain statements contained herein are not based on historical fact and are "forward-looking statements" 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, which are subject to the “safe harbor” created by those provisions. These statements include the Company's financial guidance and statements regarding our belief that we have a robust runway for future growth in net sales and profitability, particularly as we begin to accelerate our brand marketing activation initiatives in 2018, or the terms of the offering or its completion, if at all. These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "seek," "should," "would," "will," and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Owing to the uncertainties inherent in forward-looking statements, actual results could differ materially from those stated herein. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the loss of major retail customers of the Company or the reduction in volume or change in timing of purchases by major retail customers; the consolidation of retail customers and disruption of the retail business model; lower than anticipated consumer and retailer acceptance of and demand for the Company's products and services; difficulties realizing the anticipated benefits and synergies from the Glacier Water acquisition and managing our expanded operations following the acquisition; the highly competitive environment in which we operate and the entry of a competitor with greater resources into the marketplace; competition and other business conditions in the water and water dispenser industries in general; adverse changes in the Company's relationships with its independent bottlers, distributors and suppliers in its Exchange business; the loss of key Company personnel; risks associated with the Company's potential expansion into international markets, and the risk that the current U.S. presidential administration may implement changes to international trade relations, particularly with China, that could be harmful to our business and operations; the Company's experiencing product liability, product recall or higher than anticipated rates of sales returns associated with product quality or safety issues; dependence on key management information systems; the Company's inability to efficiently expand operations and capacity to meet growth; the Company's inability to develop, introduce and produce new product offerings within the anticipated timeframe or at all; general economic conditions; the possible adverse effects that decreased discretionary consumer spending may have on the Company's business; changes in the regulatory framework governing the Company's business; significant liabilities or costs associated with litigation or other legal proceedings; the possibility that our ability to use our net operating loss carryforwards in the United States may be limited; the restrictions imposed upon our business as a result the restrictive covenants contained in our credit agreements; the Company's inability to comply with its covenants in its credit facility; the possibility that we may fail to generate sufficient cash flow to service our debt obligations; the negative effects that global capital and credit market issues may have on our liquidity; the costs of borrowing on our operations as well as other risks described more fully in the Company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2017, filed on March 7, 2018, its Quarterly Report on Form 10-Q for the period ended March 31, 2018 filed on May 9, 2018 and its subsequent filings under the Securities Exchange Act of 1934. Forward-looking statements reflect management's analysis as of the date of this press release. The Company does not undertake to revise these statements to reflect subsequent developments, other than in its regular, quarterly earnings releases or as otherwise required by applicable securities laws.

 

 

Contact :

Primo Water Corporation

David Mills, Chief Financial Officer

(336) 331-4000

 

ICR Inc.

Katie Turner

(646) 277-1228