Primo Brands Corporation Announces Pricing of Secondary Offering of 45,000,000 Shares of Class A Common Stock by an Affiliate of One Rock Capital Partners

Rhea-AI Summary

Primo Brands (NYSE: PRMB) has announced the pricing of a secondary public offering of 45,000,000 shares of Class A common stock by an affiliate of One Rock Capital Partners (the Selling Stockholder) at $29.50 per share. Additionally, Primo Brands will purchase 4,000,000 shares from the underwriters at the same price paid to the Selling Stockholder.

The offering is expected to close on March 12, 2025. The Selling Stockholder has granted underwriters a 30-day option to purchase up to 6,750,000 additional shares. Morgan Stanley and BofA Securities are leading the offering as joint book-running managers, with several other financial institutions participating in various roles.

The Selling Stockholder will receive all net proceeds from the offering, with no shares being sold by the Company directly. The offering will be conducted through a shelf registration statement on Form S-1 that has been declared effective by the SEC.

Positive

• Company demonstrates financial strength by repurchasing 4,000,000 shares

Negative

• Large secondary offering of 45,000,000 shares could pressure stock price
• Significant insider selling by major shareholder (One Rock Capital Partners)

Insights

Financial Analyst

This secondary offering represents a significant ownership shift at Primo Brands, with One Rock Capital Partners reducing its stake by selling 45 million shares at $29.50 per share - a 1.3% discount to the current market price. The total transaction value of approximately $1.33 billion represents about 11.4% of Primo's market capitalization.

While secondary offerings can sometimes pressure stock prices due to increased supply, two factors mitigate this concern. First, this transaction doesn't dilute existing shareholders since no new shares are being created. Second, Primo's decision to repurchase 4 million shares (worth $118 million) demonstrates management's confidence in the company's valuation and helps absorb some of the offering's impact.

The transaction signals One Rock Capital Partners is harvesting returns from its investment while maintaining some exposure. For public investors, this offering likely improves Primo's float and trading liquidity. The underwriter option for an additional 6.75 million shares suggests confidence in market demand for the stock.

The pricing near current market levels indicates institutional buyers see fair value at these prices. The impressive lineup of underwriters further validates the offering's quality, with multiple top-tier investment banks participating in the syndicate.

TAMPA, Fla. and STAMFORD, Conn., March 10, 2025 /PRNewswire/ - Primo Brands Corporation (NYSE: PRMB) ("Primo Brands" or the "Company") today announced the pricing of its previously announced underwritten public offering by one of its stockholders (the "Selling Stockholder"), an affiliate of One Rock Capital Partners, of 45,000,000 shares of the Company's class A common stock, par value $0.01 ("Class A Common Stock"), at a price to the public of $29.50 per share. Additionally, Primo Brands has agreed to purchase 4,000,000 shares of its Class A Common Stock from the underwriters at a per-share purchase price equal to the price payable by the underwriters to the Selling Stockholder in the offering. The Selling Stockholder will receive all of the net proceeds from this offering. No shares are being sold by the Company. The offering is expected to close on March 12, 2025, subject to customary closing conditions. The Selling Stockholder granted the underwriters a 30-day option to purchase up to 6,750,000 additional shares of Class A Common Stock.

Morgan Stanley and BofA Securities are acting as joint lead book-running managers for the offering. J.P. Morgan, RBC Capital Markets and Barclays are acting as joint book-running managers for the offering. BMO Capital Markets, Deutsche Bank Securities, Jefferies, Goldman Sachs & Co. LLC, Mizuho, TD Cowen, Truist Securities and William Blair are acting as joint bookrunners for the offering. Drexel Hamilton, LLC and Loop Capital Markets are acting as co-managers for the offering.

A shelf registration statement on Form S-1 (including a prospectus) relating to the offering of Class A Common Stock has been declared effective by the Securities and Exchange Commission. The offering will be made only by means of a prospectus supplement and an accompanying prospectus. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. When available, copies of the prospectus supplement and accompanying prospectus related to the offering may also be obtained by contacting Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com, 1-800-294-1322; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; RBC Capital Markets, LLC, Attention: Equity Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, by telephone at (877) 822-4089, by email: equityprospectus@rbccm.com; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (or by email at barclaysprospectus@broadridge.com or telephone at 1-888-603-5847).

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 employs more than 13,000 associates with dual headquarters in Tampa, Florida, and Stamford, Connecticut.

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 and other information that is not historical information, including statements regarding the expected closing date of the proposed secondary offering and the potential exercise of the underwriter's option to purchase additional shares. 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, the ability to consummate the proposed secondary offering, volatility in the Company's Class A Common Stock price and those other important factors discussed in Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as any such factors may be updated from time to time in the Company's other filings with the SEC, including the prospectus supplement on Form 424(b) being filed in connection with this offering, each accessible on the SEC's website at www.sec.gov.

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

How many shares are being offered in Primo Brands (PRMB) secondary offering?

45,000,000 shares of Class A common stock are being offered, with an additional 30-day option for underwriters to purchase up to 6,750,000 more shares.

What is the price per share for PRMB's secondary offering in March 2025?

The shares are priced at $29.50 per share.

How many shares is Primo Brands (PRMB) purchasing from the underwriters?

Primo Brands is purchasing 4,000,000 shares at the same price paid by the underwriters to the Selling Stockholder.

When is PRMB's secondary offering expected to close?

The offering is expected to close on March 12, 2025, subject to customary closing conditions.

Who are the lead underwriters for Primo Brands' (PRMB) secondary offering?

Morgan Stanley and BofA Securities are acting as joint lead book-running managers for the offering.