Primo Brands Corporation Announces Early Tender Results and Early Settlement Election of Exchange Offers for Outstanding Senior Notes and Execution of Supplemental Indentures to Existing Senior Notes Indentures
Primo Brands (NYSE: PRMB) announced early tender results for its exchange offers of three series of outstanding senior notes. The exchange offers achieved high participation rates: 97.61% for €450M 3.875% Senior Notes due 2028, 99.51% for $750M 4.375% Senior Notes due 2029, and 98.04% for $713M 6.250% Senior Notes due 2029.
The company will issue new secured and unsecured notes in exchange for existing notes, plus cash payments of $2.50 or €2.50 per $1,000 or €1,000 principal amount. Early settlement is expected on February 12, 2025. The new notes will be guaranteed by Primo Brands and its material subsidiaries, with secured notes having first-lien security on substantially all assets.
Concurrent with the exchange, Primo Brands will execute credit facilities transactions, including terminating existing revolving credit facilities and entering an amended credit agreement with a new $750M revolving credit facility maturing in February 2030.
Primo Brands (NYSE: PRMB) ha annunciato i risultati anticipati per le sue offerte di scambio di tre serie di obbligazioni senior in circolazione. Le offerte di scambio hanno registrato tassi di partecipazione elevati: 97,61% per €450M di Obbligazioni Senior al 3,875% in scadenza nel 2028, 99,51% per $750M di Obbligazioni Senior al 4,375% in scadenza nel 2029, e 98,04% per $713M di Obbligazioni Senior al 6,250% in scadenza nel 2029.
La società emetterà nuove obbligazioni garantite e non garantite in cambio delle obbligazioni esistenti, più pagamenti in contante di $2,50 o €2,50 per ogni $1.000 o €1.000 di valore nominale. Il regolamento anticipato è previsto per il 12 febbraio 2025. Le nuove obbligazioni saranno garantite da Primo Brands e dalle sue sussidiarie materiali, con obbligazioni garantite che avranno un diritto di primo grado su sostanzialmente tutti i beni.
In concomitanza con lo scambio, Primo Brands eseguirà transazioni relative alle linee di credito, incluso la cessazione delle linee di credito revolving esistenti e l'ingresso in un accordo di credito modificato con una nuova linea di credito revolving di $750M in scadenza a febbraio 2030.
Primo Brands (NYSE: PRMB) anunció los resultados anticipados de sus ofertas de intercambio de tres series de notas senior en circulación. Las ofertas de intercambio lograron altas tasas de participación: 97.61% para €450M de Notas Senior al 3.875% que vencen en 2028, 99.51% para $750M de Notas Senior al 4.375% que vencen en 2029, y 98.04% para $713M de Notas Senior al 6.250% que vencen en 2029.
La empresa emitirá nuevas notas aseguradas y no aseguradas a cambio de las notas existentes, además de pagos en efectivo de $2.50 o €2.50 por cada $1,000 o €1,000 de monto nominal. Se espera que el asentamiento anticipado se realice el 12 de febrero de 2025. Las nuevas notas estarán garantizadas por Primo Brands y sus subsidiarias materiales, con notas aseguradas que tendrán un derecho de primer grado sobre prácticamente todos los activos.
Conjuntamente con el intercambio, Primo Brands ejecutará transacciones de líneas de crédito, incluyendo la terminación de las líneas de crédito revolventes existentes y la entrada en un acuerdo de crédito enmendado con una nueva línea de crédito revolvente de $750M que vence en febrero de 2030.
프리모 브랜드 (NYSE: PRMB)는 유통 중인 세 가지 시리즈의 경과 채권 교환 제안에 대한 조기 입찰 결과를 발표했습니다. 교환 제안은 높은 참여율을 기록했습니다: 2028년에 만기되는 €450M 3.875% 시니어 노트의 97.61%, 2029년에 만기되는 $750M 4.375% 시니어 노트의 99.51%, 2029년에 만기되는 $713M 6.250% 시니어 노트의 98.04%입니다.
회사는 기존 채권과 맞바꾸기 위해 새로 담보 및 비담보 채권을 발행하며, $1,000 또는 €1,000의 액면 금액당 $2.50 또는 €2.50의 현금 지급을 포함합니다. 조기 결제는 2025년 2월 12일로 예상됩니다. 새 채권은 프리모 브랜드와 그 주요 자회사가 보증하며, 담보 채권은 실질적으로 모든 자산에 대해 첫 담보권을 가집니다.
교환과 동시에 프리모 브랜드는 기존의 회전 신용 시설 종료 및 새로운 $750M 회전 신용 시설을 포함하는 수정보증 거래를 실행할 것입니다. 이 신용 시설은 2030년 2월에 만기됩니다.
Primo Brands (NYSE: PRMB) a annoncé les résultats anticipés de ses offres d'échange concernant trois séries d'obligations senior en circulation. Les offres d'échange ont atteint des taux de participation élevés : 97,61 % pour des Obligations Senior de 450 millions d'euros à 3,875 %, échues en 2028, 99,51 % pour des Obligations Senior de 750 millions de dollars à 4,375 %, échues en 2029, et 98,04 % pour des Obligations Senior de 713 millions de dollars à 6,250 %, échues en 2029.
La société émettra de nouvelles obligations garanties et non garanties en échange des obligations existantes, ainsi que des paiements en espèces de 2,50 $ ou 2,50 € pour chaque tranche de 1 000 $ ou 1 000 € de montant nominal. Le règlement anticipé est prévu pour le 12 février 2025. Les nouvelles obligations seront garanties par Primo Brands et ses filiales essentielles, les obligations sécurisées ayant un premier droit de gage sur pratiquement tous les actifs.
En parallèle de l'échange, Primo Brands réalise des transactions de facilités de crédit, y compris la résiliation des facilités de crédit renouvelables existantes et l'entrée dans un accord de crédit modifié avec une nouvelle facilité de crédit renouvelable de 750 millions de dollars devant arriver à échéance en février 2030.
Primo Brands (NYSE: PRMB) gab die vorläufigen Ergebnisse seiner Tauschangebote für drei Serien ausstehender Senior-Anleihen bekannt. Die Tauschangebote erzielten hohe Teilnehmerquoten: 97,61% für €450M 3,875% Senior-Anleihen mit Fälligkeit 2028, 99,51% für $750M 4,375% Senior-Anleihen mit Fälligkeit 2029 und 98,04% für $713M 6,250% Senior-Anleihen mit Fälligkeit 2029.
Das Unternehmen wird neue gesicherte und ungesicherte Anleihen im Austausch gegen bestehende Anleihen sowie Barzahlungen von $2,50 oder €2,50 pro $1.000 oder €1.000 Nennbetrag ausgeben. Der vorzeitige Abschluss wird für den 12. Februar 2025 erwartet. Die neuen Anleihen werden von Primo Brands und seinen wesentlichen Tochtergesellschaften garantiert, wobei die gesicherten Anleihen ein Erstrecht an nahezu allen Vermögenswerten haben.
Parallel zu dem Austausch wird Primo Brands Transaktionen von Kreditfazilitäten durchführen, einschließlich der Beendigung bestehender revolvierender Kreditfazilitäten und des Eintretens in eine abgeänderte Kreditvereinbarung mit einer neuen revolvierenden Kreditfazilität über $750M, die im Februar 2030 fällig wird.
- High participation rates (97-99%) in exchange offers indicating strong investor confidence
- New secured notes will have first-lien security on substantially all assets
- New $750M revolving credit facility through 2030 enhancing liquidity
- Company incurring cash expenses for exchange premiums and transaction costs
- Increased secured debt potentially limiting future financing flexibility
Insights
The announced debt restructuring represents a strategic enhancement of Primo Brands' capital structure through three key elements:
- Exchange of unsecured notes for new secured notes (for Primo 2028 and 2029 series) with nearly complete participation (>97%), indicating strong creditor confidence
- Streamlining of the credit structure by combining Primo Water and BlueTriton debt under co-issued notes, simplifying the corporate structure
- Establishment of a new
$750M revolving credit facility extending to 2030, providing enhanced liquidity flexibility
The refinancing's most significant aspect is the structural enhancement of the debt through first-lien security on substantially all assets, which should improve the company's credit profile and potentially reduce future borrowing costs. The high participation rates suggest strong creditor support for the company's strategy.
A critical governance change emerges from this transaction: the automatic conversion of One Rock Capital's Class B shares to Class A shares, removing the 49% voting limitation. This could signal potential strategic shifts in corporate governance and ownership structure.
The refinancing maintains similar interest rates (3.875% to 6.250%) while adding security features and extending maturities, effectively optimizing the capital structure without significantly increasing debt service costs. The small cash premium of
This comprehensive refinancing positions Primo Brands with a more robust and flexible capital structure, potentially supporting future strategic initiatives while maintaining financial stability.
As of 5:00 p.m.,
Title of Existing Notes Tendered | CUSIP Numbers/Common Codes | Aggregate Principal Amount Outstanding | Aggregate Principal | Percent Tendered of |
Common Codes Rule 144A: 224180543 Reg S: 224180446 ISINs Rule 144A: XS2241805436 Reg S: XS2241804462 | 97.61 % | |||
CUSIPs Rule 144A: 74168LAA4 Reg S: U74188AB6 | 99.51 % | |||
CUSIPs Rule 144A: 89680E AA7 Reg S: U8968L AA1 | 98.04 % |
(1) Also reflects the amount of Consents (as defined below) validly delivered and not validly withdrawn. |
In conjunction with the Offers, the Issuers are also soliciting (collectively, the "Consent Solicitations") consents (collectively, the "Consents") from Eligible Holders (as defined below) of the Existing Notes to (i) certain proposed amendments (the "Proposed Amendments") to eliminate substantially all of the restrictive covenants, certain of the default provisions, and certain other provisions contained in each indenture governing the applicable series of Existing Notes and (ii) with respect to each series of Existing Primo Notes, release the note guarantee of each guarantor of such series of Existing Primo Notes (the "Primo Guarantor Releases").
The Offers and Consent Solicitations are being conducted upon the terms and subject to the conditions set forth in a confidential offering memorandum and consent solicitation statement, dated January 27, 2025 (the "Offering Memorandum"). The amount of Tendered Notes and related Consents is expected to result in the satisfaction of the conditions that (i) no less than
The Issuers also announced that they have elected to have an early settlement for the Tendered Notes accepted by the Issuers. Such early settlement is expected to occur on February 12, 2025 (the "Early Settlement Date"), subject to all the conditions to the applicable Offer having been satisfied or waived by the Issuers, including the condition that the Credit Facilities Transactions (as defined below) shall be consummated.
Substantially concurrently with the issuance of the New Notes on the Early Settlement Date, the Company expects to (i) repay any amounts outstanding, and terminate commitments, under the BlueTriton Issuer's existing revolving credit facility, (ii) repay any amounts outstanding, and terminate commitments, under the Primo Issuer's existing revolving credit facility, and (iii) enter into an amended credit agreement (the "Amended Credit Agreement") providing for, among other things, * a repricing of the Company's existing term loan facility and (y) a new revolving credit facility, which will provide for revolving loans, swing line loans, and letters of credit in an aggregate amount of up to
The withdrawal deadline for the Offers and Consent Solicitations occurred at 5:00 p.m.,
Holders of Tendered Notes are eligible to receive (i) for each
Eligible Holders of Existing Notes who validly tender their Existing Notes and deliver their related consents after the Early Tender Date, and at or prior to 5:00 p.m.,
The New Notes will be guaranteed by Primo Brands and substantially all of Primo Brands' material, wholly owned domestic subsidiaries, subject to certain customary exceptions. In addition, the New Secured Notes will be secured on a first lien basis by substantially all of the assets of each of the Issuers and the New Notes Guarantors (as defined in the Offering Memorandum), as well as equity pledges on the stock or other equity interests of Primo Water Corporation and Primo Water Holdings
The Company will not receive any cash proceeds from the issuance of the New Notes in connection with the Offers. The Existing Notes acquired in the Offers will be retired and cancelled. The Company intends to use cash on hand to pay (i) the cash component of any consideration payable, (ii) the accrued but unpaid interest on the Existing Notes exchanged in the Offers, and (iii) other related estimated fees and expenses in connection with the Refinancing Transactions.
The Issuers reserve the right to amend the terms of the Offers and Consent Solicitations, either as a whole or with respect to one or more series of the Existing Notes, without extending the Early Tender Date or the Withdrawal Deadline or otherwise reinstating withdrawal rights, subject to applicable law. The Offers and Consent Solicitations are subject to the satisfaction or waiver of certain conditions set forth in the Offering Memorandum. The Issuers reserve the right, subject to applicable law, to extend, amend, terminate, or withdraw the Offers and Consent Solicitations at any time. In the event an Offer is terminated, such Offer will not be consummated, the related Proposed Amendments and Primo Guarantor Releases, as applicable, will not become operative, tendering Eligible Holders will not receive any consideration, Existing Notes tendered pursuant to such Offer will be promptly returned to such Eligible Holders, and the related consents will be deemed void.
The Offers and Consent Solicitations are being made, and the New Notes are being offered and issued, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. The New Notes may not be offered or sold in
None of the Company, the dealer managers and solicitation agents for the Offers and Consent Solicitations, the Exchange Agent, the Information Agent, any trustee or collateral agent for any series of Existing Notes or New Notes, or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Notes should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder's Existing Notes for New Notes in the Offers. No one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision whether to tender Existing Notes in the Offers and, if so, the amount of such Existing Notes to tender.
Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Offers and Consent Solicitations. The Issuers have engaged Global Bondholder Services Corporation to act as Exchange Agent and Information Agent for the Offers. Questions concerning the Offers or the Consent Solicitations, or requests for additional copies of the Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2015 (
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
About Primo Brands Corporation
Primo Brands is a leading North American branded beverage company with a focus on healthy hydration, delivering responsibly and domestically sourced diversified offerings across products, formats, channels, price points, and consumer occasions, distributed in every state and Canada.
Primo Brands has an extensive portfolio of highly recognizable, responsibly sourced, and conveniently packaged branded beverages distributed across more than 200,000 retail outlets, including established billion-dollar brands, Poland Spring® and Pure Life®, premium brands like Saratoga® and Mountain Valley®, regional leaders such as Arrowhead®, Deer Park®, Ice Mountain®, Ozarka®, and Zephyrhills®, purified brands including Primo Water® and Sparkletts®, and flavored and enhanced brands like Splash® and AC+ION®. These brands are sold directly across retail channels, including mass food, convenience, natural, drug, wholesale, distributors, and home improvement, as well as food service accounts in North America.
Primo Brands also has extensive direct-to-consumer offerings with its industry-leading line-up of innovative water dispensers, which create consumer connectivity through recurring water purchases across its Water Direct, Water Exchange and Water Refill businesses. Through its Water Direct business, Primo Brands delivers hydration solutions direct to home and business consumers. Through its Water Exchange business, consumers can visit approximately 26,500 retail locations and purchase a pre-filled, multi-use bottle of water that can be exchanged after use for a discount on the next purchase. Through its Water Refill business, consumers have the option to refill empty multi-use bottles at approximately 23,500 self-service refill stations. Primo Brands also offers water filtration units for home and business consumers across North America.
Primo Brands is a leader in reusable and circular packaging, helping to reduce waste through its reusable, multi-serve bottles and innovative brand packaging portfolio, made from recycled plastic, aluminum, and glass. Primo Brands responsibly sources from numerous springs and manages water resources for long-term sustainability, helping to protect more than 28,000 acres of watershed and wetlands area owned by the Company for preservation and to promote continued consumer access clean, safe drinking water. The Company is proud to partner with the International Bottled Water Association ("IBWA") in North America, which supports strict adherence to safety, quality, sanitation, and regulatory standards for the benefit of consumer protection. Primo Brands believes in fostering a respectful culture that values its associates and key stakeholders, and is deeply invested in quality hydration, its communities, and the sustainability of its packaging and water sources for generations to come. Primo Brands will continue Primo Water's and BlueTriton's strong support for American communities during natural disasters, in dealing with local and regional hydration quality issues, and in connection with many other local community challenges.
Primo Brands employs more than 13,000 associates with dual headquarters in Tampa,
Cautionary Note Regarding Forward-Looking Statements
This press release 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 Offers and Consent Solicitations and the issuance of the New Notes, the Early Settlement Date, the terms of and consummation of the Credit Facilities Transactions, 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 press release, 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 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
As a result of these factors, the Company cannot assure you that the forward-looking statements in this press release 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 press release, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements contained in this press release are made only as of the date of this press release. 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.
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SOURCE Primo Brands Corporation.
FAQ
What are the participation rates for PRMB's exchange offers as of February 7, 2025?
When is the early settlement date for PRMB's exchange offers?
What is the size of PRMB's new revolving credit facility?
What is the cash premium being offered in PRMB's exchange offers?
