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Updates from Primo Brands Corporation on Exchange Offers

Primo Brands Corporation, a prominent beverage company in North America, has announced key amendments to its previously disclosed private offers to exchange outstanding senior notes. These changes pertain to three series of senior notes linked to its wholly owned subsidiaries, Primo Water Holdings Inc. and Triton Water Holdings, Inc.

The company’s latest actions come as part of its efforts to streamline its financial structure and appeal to its investors by offering new series of senior notes in exchange for existing ones. As a reminder, the primary goal of the exchange offers is to optimize the debt profile while providing attractive terms for holders of the previous senior notes.

Breakdown of the Exchange Offers

The exchange offers include:

• - A total of €450,000,000 in 3.875% Senior Notes due 2028 will be exchanged for new 3.875% Senior Secured Notes due 2028 and cash.
• - An aggregate amount of $750,000,000 in 4.375% Senior Notes due 2029 will also be exchanged for new secured notes and cash.
• - Additionally, holders of $713,023,000 in 6.250% Senior Notes due 2029 will have the opportunity to exchange their notes for new unsecured notes and cash.

These offers are described in a confidential offering memorandum dated January 27, 2025, detailing specific exchange considerations and eligibility requirements for note holders.

Amended Considerations for Eligible Holders

Recently, the company announced amendments to the exchange consideration that will apply to Eligible Holders who tender their existing notes after a specified early tender date and before the expiration date.

The new exchange terms for the notes include:

• - For €1,000 of the existing 2028 notes exchanged, holders will receive €1,000 in new secured euro notes.
• - For $1,000 of the existing 2029 notes, holders will likewise receive $1,000 in new secured dollar notes.
• - For $1,000 of the existing BlueTriton notes, the exchange consideration will be $1,000 in new unsecured notes.

These changes provide holders greater clarity and enhanced incentives to participate in the offers, allowing for a smoother transition into the new notes and associated cash compensation.

Conclusion and Significance

Primo Brands' amendments to its exchange offers align with broader goals for financial optimization and capital structure refinement. The company’s strategy aims to facilitate access to improved capital while potentially boosting liquidity for existing stakeholders.

Investors are encouraged to review the updated offering memorandum, and should consider their participation in the offers carefully. Final settlements for the exchange are anticipated around February 28, 2025, which is expected to provide a clearer picture of the company's new debt landscape moving forward.

About Primo Brands Corporation

Primo Brands is known for its commitment to healthy hydration, offering products that are responsibly sourced and widely available across North America. With a significant presence in the beverage market, the company aims toward sustainable practices and community support through its extensive product distribution and innovative service offerings in water solutions.

For any inquiries regarding the offers, eligible holders are advised to reach out to corporate actions, and further details can be obtained via the official channels.