UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD Disclosure. |
On February 25, 2025, Primo Brands Corporation (the “Company”) issued a press release announcing the expiration of its previously announced (x) separate private offers to exchange (collectively, the “Offers”) the three series of outstanding senior notes (collectively, the “Existing 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 (together with the Primo Issuer, the “Issuers”), for three new series of senior notes to be co-issued by the Issuers (collectively, the “New Notes”), and cash and (y) solicitation of consents (the “Consent Solicitations”) from eligible holders of the Existing Notes to adopt certain amendments to the indentures governing the Existing Notes, each of which commenced on January 27, 2025.
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 were made, and the New Notes were 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 were not 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 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 final settlement of 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 our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 17, 2024.
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 | |
| 99.1 | Press Release, dated February 25, 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.
| Primo Brands Corporation | ||||||
| Date: February 26, 2025 | By: | /s/ Marni Morgan Poe | ||||
| Marni Morgan Poe | ||||||
| General Counsel & Corporate Secretary | ||||||