#USA #Senior Notes #Exchange Offer #Tampa #Primo Brands

Primo Brands Corporation Announces Exchange Offers

Primo Brands Corporation, traded under NYSE: PRMB, has announced the launch of private offers aimed at exchanging its current senior notes. The offerings include an enticing proposal for holders of specific outstanding senior notes issued by both Primo Water Holdings Inc. and Triton Water Holdings, Inc.

The initiative encompasses three categories of senior notes.

1. Existing Primo 2028 Notes: The offer involves exchanging €450 million worth of 3.875% senior notes due in 2028 for a combination of new 3.875% senior secured notes carrying the same due date and a cash component.

2. Existing Primo 2029 Notes: Holders of $750 million in 4.375% senior notes due in 2029 can exchange their notes for new secured notes along with a cash payment.

3. Existing BlueTriton Notes: A total of $713 million in senior notes due in 2029 is up for exchange against new unsecured notes, also accompanied by cash.

Conditions of the Offer

The exchange offers are dependent on several conditions, including:

• - A minimum issuance of $300 million aggregate principal amount for each tranche.
• - Receipt of requisite consents from a majority of the note holders.
• - Successful completion of related credit facility transactions.

Eligible holders who act promptly and tender their existing notes by 5:00 PM New York City time on February 7, 2025, will qualify for a notable early exchange premium, which offers an advantageous exchange rate and cash bonus.

What is on the Table?

The benefits for early participants include:

• - For each €1,000 of the existing Primo 2028 notes exchanged, holders will receive €1,000 of the new secured euro notes and a cash payment of €2.50.
• - For $1,000 of existing Primo 2029 notes, the same amount in new secured dollar notes and a cash payment of $2.50 will be awarded.
• - Similarly, $1,000 of existing BlueTriton notes will yield $1,000 of new unsecured notes and a cash bonus of $2.50.

Post the Early Tender Date, the offer will remain open until 5:00 PM on February 25, 2025, but without the added early exchange benefits.

Consent Solicitations

In conjunction with these exchange offers, Primo Brands is also soliciting consent from existing note holders. The proposed amendments would remove various restrictive covenants and certain provisions in the governing indentures. To enact these amendments, consent from holders representing a majority of the notes is required.

Broader Financial Context

Primo Brands plans to apply the proceeds from this exchange to repay outstanding amounts on existing credit facilities and to facilitate new financing agreements that will dramatically enhance the company's liquidity. The refinancing endeavors also include repaying amounts under previous revolving credit lines and amending the existing credit agreement.

Conclusion

The company, renowned for its diverse product offerings in the bottled water segment, is taking strategic measures to ensure financial flexibility and operational efficiency. These exchange offers and consent solicitations demonstrate Primo Brands' commitment to its fiscal health while supporting its high-visibility beverage brands across North America.

As the company navigates through these financial modifications, it encourages eligible holders to consider their options and participate accordingly. With 13,000 employees and a robust presence in over 200,000 retail stores across North America, Primo Brands is poised for continued success in the beverage industry. For more details, eligible note holders should contact the designated agent or check their eligibility through the provided resources.